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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/ /
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(Check appropriate box or boxes)
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DELAWARE GROUP LIMITED-TERM GOVERNMENT 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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100 Independence, 610 Market Street, Philadelphia, PA 19106-2354
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(Address of Principal Executive Offices: Number, Street, City, State, Zip Code)
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David F. Connor, Esq., 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354
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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
2005 Market Street, Suite 2600, Philadelphia, PA 19103
(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, Institutional Class and Class R6 shares, no par value, of the Delaware Limited-Term Diversified Income 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 on February 17, 2024 pursuant to Rule 488 under the Securities Act of 1933.
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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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Part A – Proxy Statement/Prospectus
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4.
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Part B - Statement of Additional Information
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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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1. |
To approve an Agreement and Plan of Reorganization (the “Plan”) between Delaware Ivy Government Securities Fund and Delaware Limited-Term Diversified Income Fund, that provides for: (i) the acquisition of substantially all of the assets
of Delaware Ivy Government Securities Fund by Delaware Limited-Term Diversified Income Fund in exchange solely for shares of Delaware Limited-Term Diversified Income Fund; (ii) the distribution of such shares to the shareholders of Delaware
Ivy Government Securities Fund; and (iii) the complete liquidation and dissolution of Delaware Ivy Government Securities Fund.
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2. |
To transact such other business as may properly come before the Meeting.
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By Order of the Board of Trustees of Ivy Funds,
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/s/ Shawn K. Lytle
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Shawn K. Lytle
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President
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THE REORGANIZATION
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2
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What am I being asked to vote upon?
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2
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What are the Board recommendations regarding the Reorganization?
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2
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What will happen if shareholders approve the Plan?
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3
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What is the anticipated timing of the Reorganization?
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3
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What are the costs of the Reorganization?
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3
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How will the Reorganization affect Fund fees and expenses?
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3
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What happens if the Reorganization is not approved?
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4
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How will shareholder voting be handled?
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4
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COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES, PRINCIPAL RISKS, AND FUNDAMENTAL INVESTMENT RESTRICTIONS
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4
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How do the investment objectives, principal investment strategies, principal risks, and fundamental investment restrictions of the Acquired Fund compare against those of the Acquiring
Fund?
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4
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What is the historical portfolio turnover of each of the Funds?
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11
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INFORMATION ABOUT THE FUNDS
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12
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What are the fees and expenses of each Fund and what are the anticipated fees and expenses after the Reorganization?
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12
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How can I compare the costs of investing in Acquired Fund shares with the cost of investing in Acquiring Fund shares of the comparable class?
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13
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What are the general tax consequences of the Reorganization?
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14
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Who manages the Funds?
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14
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How do the performance records of the Funds compare?
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16
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Where can I find more financial information about the Funds?
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19
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WHAT ARE OTHER KEY FEATURES OF THE FUNDS?
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19
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SHARE ACCOUNT INFORMATION
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20
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REASONS FOR THE REORGANIZATION
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40
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INFORMATION ABOUT THE REORGANIZATION AND THE PLAN
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41
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How will the Reorganization be carried out?
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41
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Who will pay the expenses of the Reorganization?
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42
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What are the tax consequences of the Reorganization?
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42
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What should I know about shares of the Acquired Fund and Acquiring Fund?
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44
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What are the capitalizations of the Funds and what might the capitalization be after the Reorganization?
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46
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Do the Trustees and Officers own shares of the Funds?
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47
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Who are the control persons and owners of record or beneficially 5% or more of any class of a Fund’s outstanding equity securities?
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47
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VOTING INFORMATION
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47
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How many votes are necessary to approve the Plan?
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47
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May I revoke my proxy?
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49
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What other matters will be voted upon at the Meeting?
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49
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Who is entitled to vote?
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49
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How will proxies be solicited?
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49
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Are there dissenters’ rights?
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50
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MORE INFORMATION ABOUT THE FUNDS
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50
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EXHIBITS TO PROXY STATEMENT/PROSPECTUS
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52
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Acquisition of the Assets of:
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DELAWARE IVY GOVERNMENT SECURITIES FUND
(a series of Ivy Funds)
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By and in exchange for shares of:
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DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND
(a series of Delaware Group® Limited-Term Government Funds)
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Acquired Fund Prospectus
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Acquiring Fund Prospectus
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• |
If approved by Acquired Fund shareholders, the Reorganization will result in your Acquired Fund shares being exchanged for Acquiring Fund shares equal in value (but having a different price per share) to your shares of the Acquired Fund.
In particular, shareholders of the Acquired Fund will receive the equivalent aggregate NAV of the Class A, Class C, Class I, or Class R6 shares, as applicable, of the Acquiring Fund.
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Shareholders holding Class I shares of the Acquired Fund will receive Institutional Class shares of the Acquiring Fund.
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Following the Reorganization, you will cease to be the Acquired Fund shareholder and will become an Acquiring Fund shareholder.
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• |
This exchange will occur on a date agreed upon by the parties to the Plan, which is currently anticipated to occur on or around [April 26, 2024] (“Closing Date”).
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• |
Shareholders of the Acquired Fund will not be assessed any sales charges for the exchange of their shares Class A, Class C, Class I, or Class R6 shares of the Acquiring Fund.
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Delaware Ivy Government Securities Fund (Acquired Fund)
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Delaware Limited-Term Diversified Income Fund (Acquiring Fund)
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What is the Fund’s investment objective?
Delaware Ivy Government Securities Fund seeks to provide current income consistent with preservation of capital.
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What is the Fund’s investment objective?
Delaware Limited-Term Diversified Income Fund seeks maximum total return, consistent with reasonable risk.
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Delaware Ivy Government Securities Fund (Acquired Fund)
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Delaware Limited-Term Diversified Income Fund (Acquiring Fund)
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What are the Fund’s principal investment strategies?
Delaware Ivy Government Securities Fund seeks to achieve its objective by investing at least 80% of its net assets, plus any borrowings for investment purposes, in US government securities (80% policy). US
government securities include: US Treasury (Treasury) obligations, such as bills, bonds and notes; obligations issued or guaranteed as to principal and interest by the Treasury, and certain US government agencies or instrumentalities, such
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What are the Fund’s principal investment strategies?
Under normal circumstances, the Fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in investment grade fixed income securities, including, but not limited
to, fixed income securities issued or guaranteed by the US government, its agencies or instrumentalities, and by US corporations (80% policy). Investment grade fixed income securities are securities rated BBB- or higher by Standard &
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as Government National Mortgage Association (Ginnie Mae); obligations of issuers that are supported by the ability of the issuer to borrow from the US Treasury; and obligations of US government-sponsored entities
that are neither issued nor guaranteed by the US government, such as the Federal Home Loan Mortgage Corporation (Freddie Mac) and Federal National Mortgage Association (Fannie Mae). The Fund will use derivatives for both hedging and
nonhedging purposes. For example, the Fund may invest in: futures and options to manage duration and for defensive purposes, such as to protect gains or hedge against potential losses in the portfolio without actually selling a security, or
to stay fully invested; interest rate swaps to neutralize the impact of interest rate changes; credit default swaps to hedge against a credit event, to gain exposure to certain securities or markets, or to enhance total return; and index
swaps to enhance return or to effect diversification. The Fund will not use derivatives for reasons inconsistent with its investment objective. The Fund may invest in mortgage-backed securities issued by US government-sponsored entities or
agencies or instrumentalities of US government agencies. The Fund has no limitations on the range of maturities of the debt securities in which it may invest.
The Manager may look at a number of factors in selecting securities for the Fund’s portfolio. These include utilizing economic research and analyzing interest rate trends to determine which types of securities to
emphasize at a given time. The Manager attempts to enhance Fund performance by utilizing opportunities presented by the shape and slope of the yield curve.
Generally, in determining whether to sell a security, the Manager uses the same type of analysis that it uses when buying securities to determine whether the security continues to be a desired investment for the
Fund. The Manager also may sell a security to reduce the Fund’s holding in that security, to take advantage of what it believes are more attractive investment opportunities or to raise cash.
The Manager may seek investment advice and recommendations from its affiliates: Macquarie Investment Management Austria Kapitalanlage AG (MIMAK), Macquarie Investment Management Europe Limited (MIMEL), and
Macquarie Investment Management Global Limited (MIMGL) (together, the “Affiliated Sub-Advisors”). The Manager may also permit these Affiliated Sub-Advisors to execute Fund security trades on behalf
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Poor’s Financial Services LLC (S&P) and Baa3 or higher by Moody’s Investors Service, Inc. (Moody’s), or similarly rated by another nationally recognized statistical rating organization (NRSRO), or those that
are deemed to be of comparable quality. The Fund will maintain an average effective duration from one to three years. The Fund’s investment manager, Delaware Management Company (Manager), will determine how much of the Fund’s assets to
allocate among the different types of fixed income securities in which the Fund may invest based on the Manager’s evaluation of economic and market conditions and its assessment of the returns and potential for appreciation that can be
achieved from various sectors of the fixed income market.
The Manager may seek investment advice and recommendations from its affiliates: Macquarie Investment Management Austria Kapitalanlage AG (MIMAK), Macquarie Investment Management Europe Limited (MIMEL), and
Macquarie Investment Management Global Limited (MIMGL) (together, the “Affiliated Sub-Advisors”). The Manager may also permit these Affiliated Sub-Advisors to execute Fund security trades on behalf of the Manager and exercise investment
discretion for securities in certain markets where the Manager believes it will be beneficial to utilize an Affiliated Sub-Advisor’s specialized market knowledge.
The corporate debt obligations in which the Fund may invest include bonds, notes, debentures, and commercial paper of US companies and, subject to the limitations described below, non-US companies. The Fund may
also invest in a variety of securities that are issued or guaranteed as to the payment of principal and interest by the US government, and by various agencies or instrumentalities, which have been established or are sponsored by the US
government, and, subject to the limitations described below, securities issued by foreign governments.
Additionally, the Fund may invest in mortgage-backed securities issued or guaranteed by the US government, its agencies or instrumentalities, government-sponsored corporations, and mortgage-backed securities
issued by certain private, nongovernment entities. The Fund may also invest in securities that are backed by assets such as receivables on home equity and credit card loans, automobile, mobile home, recreational vehicle and other loans,
wholesale dealer floor plans, and leases.
The Fund may invest up to 20% of its net assets in below-investment-grade securities (also known as high yield or “junk” bonds).
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of the Manager and exercise investment discretion for securities in certain markets where the Manager believes it will be beneficial to utilize an Affiliated Sub-Advisor’s specialized market knowledge.
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The Fund may also invest up to 30% of its net assets in foreign securities, including up to 10% of its net assets in securities of issuers located in emerging markets. The Fund’s total non-US dollar currency
exposure will be limited, in the aggregate, to no more than 10% of its net assets.
The Fund may use a wide range of derivatives instruments, typically including options, futures contracts, options on futures contracts, forward foreign currency contracts, and swaps. The Fund will use derivatives
for both hedging and nonhedging purposes. For example, the Fund may invest in: futures and options to manage duration and for defensive purposes, such as to protect gains or hedge against potential losses in the portfolio without actually
selling a security, or to stay fully invested; forward foreign currency contracts to manage foreign currency exposure; interest rate swaps to neutralize the impact of interest rate changes; credit default swaps to hedge against a credit
event, to gain exposure to certain securities or markets, or to enhance total return; and index swaps to enhance return or to effect diversification. The Fund will not use derivatives for reasons inconsistent with its investment objective
and will limit its investments in derivatives instruments to 20% of its net assets.
The Fund’s 80% policy is nonfundamental and may be changed without shareholder approval. Fund shareholders would be given at least 60 days’ notice prior to any such change.
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Acquired Fund
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Acquiring Fund
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Credit risk
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Credit risk
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Fixed income risk
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Market risk
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Interest rate risk
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Interest rate risk
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High yield (junk bond) risk
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Prepayment
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Derivatives risk
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Mortgage-backed and asset-backed securities risk
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Mortgage-backed and asset-backed securities risk
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Leveraging risk
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Foreign risk
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Valuation risk
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Security focus risk
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US government securities risk
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Liquidity risk
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Liquidity risk
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IBOR risk
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IBOR risk
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Government and regulatory risk
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Active management and selection risk
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Active management and selection risk
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[ ]
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[ ]
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Delaware Ivy Government Securities Fund (Acquired Fund)
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Delaware Limited-Term Diversified Income Fund (Acquiring Fund)
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What are the Fund’s fundamental investment restrictions?
1. The Fund may not borrow money except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or other relief
or permission from the SEC, SEC staff or other authority of competent jurisdiction.
2. The Fund may not engage in the business of underwriting the securities of other issuers, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of
competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction.
3. The Fund may lend money or other assets to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction.
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What are the Fund’s fundamental investment restrictions?
The Acquiring Fund shall not:
1. Make investments that will result in the concentration (as that term may be defined in the 1940 Act, any rule or order thereunder, or U.S. Securities and Exchange Commission (“SEC”) staff interpretation
thereof) of its investments in the securities of issuers primarily engaged in the same industry, provided that this restriction does not limit the Fund from investing in obligations issued or guaranteed by the U.S. government, its agencies
or instrumentalities, or in tax-exempt obligations.
2. Borrow money or issue senior securities, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may permit.
3. Underwrite the securities of other issuers, except that the Fund may engage in transactions involving the acquisition, disposition, or resale of its portfolio
securities under circumstances where it may be considered to be an underwriter under the Securities Act of 1933, as amended (the “1933 Act”).
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4. The Fund may not issue senior securities except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive or
other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction.
5. The Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority of competent jurisdiction, or (ii) exemptive
or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction.
6. The Fund may not purchase or sell commodities or contracts related to commodities except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority
of competent jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority of competent jurisdiction.
7. The Fund may not purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities, securities of other investment companies
and “tax-exempt securities” (i.e., securities the interest on which is not subject to federal income tax) or such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any
applicable exemptive relief) if, as a result, such purchase would result in the concentration (as that term may be defined in the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief) of its investments in
securities of issuers in any one industry.
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4. Purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from investing in issuers that invest,
deal, or otherwise engage in transactions in real estate or interests therein, or investing in securities that are secured by real estate or interests therein.
5. Purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments and provided that this restriction does not prevent the Fund from engaging in transactions
involving futures contracts and options thereon or investing in securities that are secured by physical commodities.
6. Make personal loans or loans of its assets to persons who control or are under common control with the Fund, except as the 1940 Act, any rule or order thereunder, or SEC staff interpretation thereof, may
permit. This restriction does not prevent the Fund from, among other things, purchasing debt obligations, entering into repurchase agreements, loaning its assets to broker-dealers or institutional investors, or investing in loans, including
assignments and participation interests.
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Fund
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Portfolio Turnover Rate
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Delaware Ivy Government Securities Fund (Acquired Fund)
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Fiscal year ended 9/30/23
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136%
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Fiscal year ended 9/30/22
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148%
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Delaware Limited-Term Diversified Income Fund (Acquiring Fund)
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Fiscal year ended 12/31/22
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110%
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Fiscal year ended 12/31/21
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205%
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Shareholder Fees
(fees paid directly from your investment)
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Class
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Maximum Sales Charge (Load) Imposed on Purchases
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Maximum Deferred Sales Charge (Load)
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Management Fees
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Distribution and/or Service (12b-1) Fees
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Other Expenses
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Total Annual Fund Operating Expenses
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Fee Waivers and Expense Reimbursements
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Total Annual Operating Expenses After Fee Waivers and Expense Reimbursements
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Delaware Ivy Government Securities Fund as of September 30, 2023
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Class A into Acquiring Fund Class A
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4.50%
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1.00%1
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0.50%
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0.25%
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0.26%
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1.01%
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(0.12%)2
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0.89%
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Class C into Acquiring Fund Class C
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None
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1.00%1
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0.50%
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1.00%
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0.36%
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1.86%
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(0.22%)2
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1.64%
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Class I into Acquiring Fund Inst. Class
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None
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None
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0.50%
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None
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0.18%
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0.68%
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(0.04%)2
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0.64%
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Class R6 into Acquiring Fund Class R6
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None
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None
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0.50%
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None
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0.16%
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0.66%
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(0.06%)2
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0.60%
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Delaware Limited-Term Diversified Income Fund as of June 30, 2023
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Class A
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2.75%
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None
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0.50%
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0.25%
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0.21%
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0.96%
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(0.32%)5
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0.64%
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Class C
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None
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1.00%3
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0.50%
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1.00%
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0.21%
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1.71%
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(0.32%)5
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1.39%
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Inst. Class
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None
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None
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0.50%
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None
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0.21%
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0.71%
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(0.32%)5
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0.39%
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Class R6
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None
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None
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0.50%
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None
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0.16%4
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0.66%
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(0.34%)5
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0.32%
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Pro Forma
Delaware Limited-Term Diversified Income Fund as of April 26, 2024
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Class A
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2.75%
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None
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0.50%
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0.25%
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0.20%
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0.95%
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(0.31%)6
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0.64%
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Class C
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None
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1.00%3
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0.50%
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1.00%
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0.20%
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1.70%
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(0.31%)6
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1.39%
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Inst. Class
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None
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None
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0.50%
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None
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0.20%
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0.70%
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(0.31%)6
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0.39%
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Class R6
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None
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None
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0.50%
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None
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0.13%4
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0.63%
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(0.31%)6
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0.32%
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Class A
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1 Year
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3 Years
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5 Years
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10 Years
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Acquired Fund
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$537
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$746
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$972
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$1,620
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Acquiring Fund
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$339
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$541
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$761
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$1,392
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Pro forma Acquiring Fund (after the Reorganization)
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$339
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$539
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$757
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$1,382
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Class C (if not redeemed)
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1 Year
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3 Years
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5 Years
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10 Years
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Acquired Fund
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$167
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$563
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$985
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$2,162
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Acquiring Fund
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$142
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$508
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$898
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$1,993
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Pro forma Acquiring Fund (after the Reorganization)
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$142
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$506
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$894
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$1,983
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Class C
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1 Year
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3 Years
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5 Years
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10 Years
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Acquired Fund
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$267
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$563
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$985
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$2,162
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Acquiring Fund
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$242
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$508
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$898
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$1,993
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Pro forma Acquiring Fund (after the Reorganization)
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$242
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$506
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$894
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$1,983
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Class I/Institutional Class
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1 Year
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3 Years
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5 Years
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10 Years
|
Acquired Fund (Class I)
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$65
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$214
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$375
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$843
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Acquiring Fund (Institutional Class)
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$40
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$195
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$363
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$852
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Pro forma Acquiring Fund (after the Reorganization)
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$40
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$193
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$359
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$841
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Class R6
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1 Year
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3 Years
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5 Years
|
10 Years
|
Acquired Fund
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$61
|
$205
|
$362
|
$817
|
Acquiring Fund
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$33
|
$177
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$334
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$790
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Pro forma Acquiring Fund (after the Reorganization)
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$33
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$170
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$320
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$757
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Fund
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Aggregate Fee
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Delaware Ivy Government Securities Fund (Acquired Fund)
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0.49%
|
Delaware Limited-Term Diversified Income Fund
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0.17%
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1 year
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5 years
|
10 years or
lifetime |
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Class A return before taxes
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-16.45%
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-1.84%
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-0.90%
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Class A return after taxes on distributions
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-16.88%
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-2.36%
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-1.48%
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Class A return after taxes on distributions and sale of Fund shares
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-9.73%
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-1.58%
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-0.91%
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Class C return before taxes
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-14.18%
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-1.83%
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-1.14%
|
Class I return before taxes
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-12.32%
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-0.73%
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-0.18%
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Class R6 return before taxes (lifetime: 10/16/17-12/31/22)
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-12.22%
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-0.60%
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-0.64%
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Bloomberg US Government/Mortgage-Backed Securities Index (reflects no deduction for fees, expenses, or taxes)
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-12.12%
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-0.24%
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0.67%
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1 year
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5 years
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10 years
or lifetime |
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Class A return before taxes
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-6.85%
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-0.04%
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0.44%
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Class A return after taxes on distributions
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-7.77%
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-0.92%
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-0.29%
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Class A return after taxes on distributions and sale of Fund shares
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-4.05%
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-0.39%
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0.02%
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Class C return before taxes
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-6.01%
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-0.33%
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-0.15%
|
Class R return before taxes
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-4.59%
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0.17%
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0.36%
|
Institutional Class return before taxes
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-4.12%
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0.67%
|
0.87%
|
Class R6 return before taxes (lifetime: 5/1/17–12/31/22)
|
-4.06%
|
0.74%
|
0.84%
|
Bloomberg 1-3 Year US Government/Credit Index (reflects no deduction for fees, expenses, or taxes)
|
-3.69%
|
0.92%
|
0.88%
|
Acquired Fund
Investment Advisory Fee
|
Acquiring Fund
Investment Advisory Fee
|
0.50% Up to $500 million
0.45% Over $500 million and up to $1 billion
0.40% Over $1 billion and up to $1.5 billion
0.35% Over $1.5 billion
|
0.50% on first $500 million
0.475% on next $500 million
0.45% on next $1.5 billion
0.425% on assets in excess of $2.5 billion
|
• |
Class A shares have an upfront sales charge that is noted in the Class A sales charges tables below.
|
• |
If you invest the amounts noted in the Class A sales charges tables below, your front-end sales charge will be reduced.
|
• |
You may qualify for other reduced sales charges and, under certain circumstances, the sales charge may be waived, as described in “How to reduce your sales charge” below.
|
• |
Class A shares are also subject to an annual 12b-1 fee no greater than 0.25% of average daily net assets. See “Dealer compensation” below for further information.
|
• |
Class A shares generally are not subject to a CDSC, except in the limited circumstances described in the tables below.
|
• |
Because of the higher 12b-1 fee, Class A shares have higher expenses and any dividends paid on these shares are generally lower than dividends on Class I, Class R6, and Institutional Class shares.
|
• |
In addition, you may have received Class A shares as the result of a merger or reorganization of a predecessor fund.
|
|
|
|
|
|
|
|
|
Amount of purchase
|
Sales charge as a %
of offering price |
Sales charge as a %
of net amount invested |
|||||
Less than $100,000
|
|
4.50%
|
|
|
5.13%
|
|
|
$100,000 but less than $250,000
|
|
3.50%
|
|
|
4.00%
|
|
|
$250,000 but less than $500,000
|
|
2.50%
|
|
|
3.00%
|
|
|
$500,000 but less than $1,000,000
|
2.00%
|
2.44%
|
|||||
$1,000,000 or more
|
none*
|
none*
|
|
|
|
|
|
|
|
|
Amount of purchase
|
Sales charge as a % of offering price
|
Sales charge as a % of net amount invested
|
|||||
Less than $100,000
|
|
2.75%
|
|
|
3.23%
|
|
|
$100,000 but less than $250,000
|
|
2.00%
|
|
|
2.44%
|
|
|
|
|
|
|
|
|
|
|
$250,000 but less than $1 million
|
|
1.00%
|
|
|
1.34%
|
|
|
$1 million or more
|
none*
|
none*
|
• |
Class C shares have no upfront sales charge, so the full amount of your purchase is invested in the Fund. However, you will pay a CDSC of 1.00% if you redeem your shares within 12 months after you buy them.
|
• |
In determining whether the CDSC applies to a redemption of Class C shares, it will be assumed that shares held for more than 12 months are redeemed first, followed by shares acquired through the reinvestment of
dividends or distributions, and finally by shares held for 12 months or less. For further information on how the CDSC is determined, please see “Calculation of contingent deferred sales charges — Class C” below.
|
• |
Under certain circumstances, the CDSC may be waived; please see “Waivers of contingent deferred sales charges” below for further information.
|
• |
For approximately eight years after you buy your Class C shares, they are subject to an annual 12b-1 fee no greater than 1.00% of average daily net assets (of which 0.25% is a service fee) paid to the
Distributor, dealers, or others for providing services and maintaining shareholder accounts.
|
• |
Class C shares are eligible to automatically convert to Class A shares with a 12b-1 fee of no more than 0.25% approximately eight years after you buy Class C shares. Conversion may occur as late as one month
after the eighth anniversary of purchase, during which time Class C's higher 12b-1 fee applies. Please refer to the Fund's SAI for more details on this automatic conversion feature.
|
• |
You may purchase only up to $1 million of Class C shares at any one time. Orders that equal or exceed $1 million will be rejected.
|
• |
Because of their higher 12b-1 fee, Class C shares have higher expenses and any dividends paid on these shares are generally lower than dividends on Class A, Class R, Institutional Class, Class I, and Class R6
shares.
|
• |
Class C shares with no financial intermediary will be converted to Class A shares at NAV within a certain time frame after a financial intermediary resigns, as determined by the Manager. Additionally, investors
may only open an account to purchase Class C shares if they have appointed a financial intermediary.
|
• |
Class R shares have no upfront sales charge, so the full amount of your purchase is invested in the Fund. Class R shares are not subject to a CDSC.
|
• |
Class R shares are subject to an annual 12b-1 fee no greater than 0.50% of average daily net assets.
|
• |
Class R shares generally are available only to: (i) qualified and nonqualified plan shareholders covering multiple employees (including 401(k), 401(a), 457, and noncustodial 403(b) plans, as well as certain
other nonqualified deferred compensation plans); and (ii) individual retirement account (IRA) rollovers from legacy Delaware Investments plans that were previously maintained on the Delaware Investments retirement recordkeeping system or
the retirement recordkeeping system of Ascensus that are offering Class R shares to participants.
|
• |
Except as noted above, no other IRAs are eligible for Class R shares (for example, no traditional IRAs, Roth IRAs, SIMPLE IRAs, SEPs, or SARSEPs).
|
• |
Any account holding Class A shares of the Fund as of the date Class R shares were made available for the Fund continues to be eligible to purchase the Fund's Class A shares after that date. Any account holding
the Fund's Class R shares is not eligible to purchase its Class A shares.
|
• |
Unlike Class C shares, Class R shares do not automatically convert into another class.
|
• |
Because of their higher 12b-1 fee, Class R shares have higher expenses and any dividends paid on these shares are generally lower than dividends on Class A, Class I, Institutional Class, and Class R6 shares.
|
• |
Certain intermediaries may offer Class R shares to other account types under an agreement with the Distributor or its affiliates relating to such accounts.
|
• |
Class I/Institutional Class shares have no upfront sales charge, so the full amount of your purchase is invested in a Fund.
|
• |
Class I/Institutional Class shares are not subject to a CDSC.
|
• |
Class I/Institutional Class shares do not assess a 12b-1 fee.
|
• |
Class I/Institutional Class shares are available for purchase only by the following:
|
o |
retirement plans or certain other programs that are maintained on platforms sponsored by financial intermediary firms, provided the financial intermediary firms or their trust companies (or entities performing
similar trading/clearing functions) have entered into an agreement with the Distributor (or its affiliate) related to such plans or programs;
|
o |
tax-exempt employee benefit plans of the Manager, its affiliates, and securities dealers that have a selling agreement with the Distributor;
|
o |
a bank, trust company, or similar financial institution investing for its own account or for the account of its trust customers for whom the financial institution is exercising investment discretion in purchasing
Class I/Institutional Class shares, except where the investment is part of a program that requires payment to the financial institution of a Rule 12b-1 Plan fee;
|
o |
registered investment advisors (RIAs) investing on behalf of clients that consist solely of institutions and high net worth individuals whose assets are entrusted to an RIA for investment purposes for accounts
requiring Class I/Institutional Class shares (use of the Class I/Institutional Class shares is restricted to RIAs who are not affiliated or associated with a broker or dealer and who derive compensation for their services exclusively from
their advisory clients);
|
o |
programs sponsored by, controlled by, and/or clearing transactions submitted through a financial intermediary where: (1) such programs allow or require the purchase of Class I/Institutional Class shares; (2) a
financial intermediary has entered into an agreement with the Distributor and/or the transfer agent allowing certain purchases of Class I/Institutional Class shares; and (3) a financial intermediary (i) charges clients an ongoing fee for
advisory, investment consulting or similar services, or (ii) offers the Class I/Institutional Class shares through a no-commission network or platform;
|
o |
through a brokerage program of a financial intermediary that has entered into a written agreement with the Distributor and/or the transfer agent specifically allowing purchases of Class I/Institutional Class
shares in such programs;
|
o |
private investment vehicles, including, but not limited to, foundations and endowments; or
|
o |
current and former officers, Trustees/Directors, and employees of any Delaware Fund, the Manager, any of the Manager's affiliates, or any predecessor fund to a Delaware Fund, provided that such shares are either
held in an account opened directly with the Fund or are held through an account with a financial intermediary that permits the purchase of such shares. At the direction of such persons, their family members (regardless of age), and
any employee benefit plan, trust, or other entity directly owned by, controlled by, or established by any of the foregoing individuals identified in this paragraph may also purchase Class I/Institutional Class shares subject to the same
account requirements.
|
o |
In addition, you may have received Class I/Institutional Class shares as the result of a merger or reorganization of a predecessor fund.
|
o |
A shareholder transacting in Class I/Institutional Class shares through a broker or other financial intermediary may be required to pay a commission and/or other forms of compensation to the financial
intermediary.
|
o |
Exchanges from the Institutional Class shares of Delaware Investments Ultrashort Fund.
|
• |
Class R6 shares have no upfront sales charge, so the full amount of your purchase is invested in the Fund. Class R6 shares are not subject to a CDSC.
|
• |
Class R6 shares do not assess a 12b-1 fee.
|
• |
Class R6 shares do not pay any service fees, sub-accounting fees, and/or subtransfer agency fees to any brokers, dealers, or other financial intermediaries.
|
• |
Class R6 shares are generally available to certain employer-sponsored retirement plans, such as 401(k) plans, 457 plans, 403(b) plans, profit-sharing plans and money purchase pension plans, defined benefit plans,
employer-sponsored benefit plans, and non-qualified deferred compensation plans. In addition, for these employer-sponsored retirement plans, Class R6 shares must be held through plan level or omnibus accounts held on the books of the Fund,
and Class R6 shares are only available for purchase through financial intermediaries who have the appropriate agreement with the Distributor (or its affiliates) related to Class R6.
|
• |
Class R6 shares are also available for purchase through certain programs, platforms, or accounts that are maintained or sponsored by financial intermediary firms (including but not limited to, brokers, dealers,
banks, trust companies, or entities performing trading/clearing functions), provided that the financial intermediary firm has entered into an agreement with the Distributor (or its affiliates) related to Class R6 for such programs,
platforms or accounts.
|
• |
Class R6 shares are also generally available for purchase by or through funds (including mutual funds registered under the 1940 Act and collective trusts) of funds.
|
• |
In addition to the foregoing list of eligible investors, Class R6 shares are generally available to certain institutional investors and high net worth individuals who make a minimum initial investment directly in
the Fund’s Class R6 shares of $1,000,000 or more and who have completed an application and been approved by the Fund for such investment. These institutional investors and high net worth individuals must open accounts in Class R6 shares
directly in their names.
|
• |
Class R6 shares may not be available through certain financial intermediaries.
|
• |
In addition, you may have received Class R6 shares as the result of a merger or reorganization of a predecessor fund.
|
|
|
|
|
|
Commission (%)
|
Class A1
|
|||
Investment less than $100,000
|
|
4.00%
|
|
|
$100,000 but less than $250,000
|
|
3.00%
|
|
|
$250,000 but less than $500,000
|
|
2.00%
|
|
|
$500,000 but less than $1 million
|
|
1.60%
|
|
|
$1 million but less than $5 million
|
|
1.00%
|
|
|
$5 million but less than $25 million
|
|
0.50%
|
|
|
$25 million or more
|
|
0.25%
|
|
|
12b-1 fee to dealer
|
|
0.25%
|
|
|
|
|
|
|
Commission (%)
|
Class A1
|
||
Less than $100,000
|
|
2.35%
|
|
$100,000 but less than $250,000
|
|
1.75%
|
|
$250,000 but less than $5 million
|
|
0.75%
|
|
$5 million but less than $25 million
|
|
0.50%
|
|
$25 million or more
|
|
0.25%
|
|
12b-1 fee to dealer
|
|
0.25%
|
|
Class A
|
Class C
|
Available.
|
Although the letter of intent does not apply to the purchase of Class C shares, you can combine your purchase of Class C shares with your purchase of Class A shares to fulfill your letter of intent. Although the
rights of accumulation do not
|
apply to the purchase of Class C shares, you can combine the value of your Class C shares with the value of your Class A shares to receive a reduced sales charge.
|
Class A
|
Class C
|
Available.
|
Not available.
|
Class A
|
Class C
|
Available.
|
Although the letter of intent does not apply to the purchase of Class C shares, you can combine your purchase of Class C shares with your purchase of Class A shares to fulfill your letter of intent. Although the rights of accumulation do
not apply to the purchase of Class C shares, you can combine the value of your Class C shares with the value of your Class A shares to receive a reduced sales charge.
|
• |
Shares purchased under the Delaware Funds dividend reinvestment plan and, under certain circumstances, the exchange privilege and the 90-day reinvestment privilege.
|
• |
Purchases by: (i) current and former officers, Trustees/Directors, and employees of any Delaware Fund, the Manager, any of the Manager's current affiliates and those that may in the future be created, or any
predecessor fund to a Delaware Fund, including the funds formerly advised by Foresters Investment
|
• |
Purchases by bank employees who provide services in connection with agreements between the bank and unaffiliated brokers or dealers concerning sales of shares of Delaware Funds.
|
• |
Purchases by certain officers, trustees, and key employees of institutional clients of the Manager or any of its affiliates.
|
• |
Purchases by programs sponsored by, controlled by, and/or clearing transactions submitted through a financial intermediary where: (i) such programs allow or require the purchase of Class A shares; (ii) a financial
intermediary has entered into an agreement with the Distributor and/or the transfer agent allowing certain purchases of Class A shares; and (iii) a financial intermediary (1) charges clients an ongoing fee for advisory, investment
consulting, or similar services, or (2) offers the Class A shares through a no-commission network or platform. Investors may be charged a fee by their financial intermediary when effecting transactions in Class A shares through a financial
intermediary that offers these programs.
|
• |
Purchases for the benefit of the clients of brokers, dealers, and other financial intermediaries if such brokers, dealers, or other financial intermediaries have entered into an agreement with the Distributor
providing for the purchase of Class A shares at NAV through self-directed brokerage service platforms or programs. Investors may be charged a fee by their financial intermediary when effecting transactions in Class A shares at NAV through a
self-directed investment brokerage service platform or program.
|
• |
Purchases by financial institutions investing for the accounts of their trust customers if they are not eligible to purchase shares of a Fund’s Institutional Class or Class I, if applicable.
|
• |
Purchases by retirement plans or certain other programs that are maintained or sponsored by financial intermediary firms, provided the financial intermediary firms or their trust companies (or entities performing
similar trading/clearing functions) have entered into an agreement with the Distributor (or its affiliates) related to such plans or programs.
|
• |
Purchases by certain legacy bank-sponsored retirement plans and certain legacy retirement assets that meet requirements set forth in the SAI.
|
• |
Investments made by plan level and/or participant retirement accounts that are for the purpose of repaying a loan taken from such accounts.
|
• |
Purchases by certain participants in defined contribution plans and members of their households whose plan assets will be rolled over into IRA accounts (IRA Program) where the financial intermediary has entered
into an agreement specifically relating to such IRA Program with the Distributor and/or the transfer agent.
|
• |
Purchases by certain participants of particular group retirement plans as described in a Fund’s SAI.
|
• |
Additional purchases by existing shareholders whose accounts were eligible for purchasing shares at NAV under a predecessor fund’s eligibility requirements set by the predecessor fund’s company.
|
• |
Investments made into an account with no financial intermediary or no longer associated with a financial intermediary may invest in Class A shares without a sales charge.
|
1. |
|
2. |
|
• |
Redemptions in accordance with a systematic withdrawal plan: Redemptions in accordance with a systematic withdrawal plan, provided the annual amount selected to be withdrawn
under the plan does not exceed 12% of the value of the account on the date that the systematic withdrawal plan was established or modified.
|
• |
Redemptions that result from the right to liquidate a shareholder’s account: Redemptions that result from the right to liquidate a shareholder’s account if the aggregate NAV
of the shares held in the account is less than the then-effective minimum account size.
|
• |
Section 401(a) qualified retirement plan distributions: Distributions to participants or beneficiaries from a retirement plan trading on a recordkeeping platform qualified
under Section 401(a) of the Internal Revenue Code of 1986, as amended (Internal Revenue Code).
|
• |
Section 401(a) qualified retirement plan redemptions: Redemptions pursuant to the direction of a participant or beneficiary of a retirement plan trading on a recordkeeping
platform qualified under Section 401(a) of the Internal Revenue Code with respect to that retirement plan.
|
• |
Periodic distributions or systematic withdrawals from a retirement account or qualified plan: Periodic distributions or systematic withdrawals from an individual retirement
account (traditional IRA, Roth IRA, SIMPLE IRA, SEP, SARSEP, and Coverdell ESA) or a qualified plan1 (401(k), SIMPLE 401(k), Profit Sharing, Money Purchase, 403(b)(7), and 457 Retirement Plans) not subject to a penalty under
Section 72(t)(2)(A) of the Internal Revenue Code or a hardship or unforeseen emergency provision in the qualified plan as described in Treas. Reg. §1.401(k)-1(d)(3) and Section 457(d)(1)(A)(iii) of the Internal Revenue Code.
|
• |
Returns of excess contributions due to any regulatory limit: Returns of excess contributions due to any regulatory limit from an individual retirement account (traditional
IRA, Roth IRA, SIMPLE IRA, SEP, SARSEP, and Coverdell ESA) or a qualified plan1 (401(k), SIMPLE 401(k), Profit Sharing, Money Purchase, 403(b)(7), and 457 Retirement Plans).
|
• |
Distributions by other employee benefit plans: Distributions by other employee benefit plans to pay benefits.
|
• |
Distributions from an account of a redemption resulting from death or disability: Distributions from an account of a redemption resulting from the death or disability (as
defined in Section 72(t)(2)(A) of the Internal Revenue Code) of a registered owner or a registered joint owner occurring after the purchase of the shares being redeemed. In the case of accounts established under the Uniform Gifts to Minors
Act or Uniform Transfers to Minors Act or trust accounts, the waiver applies upon the death of all beneficial owners.
|
• |
Redemptions by certain legacy retirement assets: Redemptions by certain legacy retirement assets that meet the requirements set forth in a Fund’s SAI.
|
• |
Redemptions in connection with a fund liquidation: Redemptions subsequent to the fund liquidation notice to shareholders.
|
• |
By check — Sent to your address of record, provided there has not been an address change in the last 30 days.
|
• |
By wire — Sent directly to your bank by wire, if you redeem at least $1,000 of shares. If you request a wire transfer, a bank wire fee may be deducted from your proceeds.
|
• |
By ACH — Sent via Automated Clearing House (ACH), subject to a $25 minimum.
|
• |
Bank information must be on file before you request a wire or ACH redemption. Your bank may charge a fee for these services.
|
1. |
The Acquiring Fund and the Acquired Fund share similar investment objectives, principal investment strategies, and principal risks and materially similar fundamental investment restrictions.
|
2. |
The Acquiring Fund’s overall net expense ratio is expected to be equal to or lower than the Acquired Fund’s net expense ratio following the Reorganization taking into account applicable expense limitation arrangements.
|
3. |
The Acquiring Fund’s expense limitation agreements will remain in place for a minimum of twelve months following the Reorganization.
|
4. |
The assets under management of each Fund (e.g., smaller funds going into larger funds) and DMC’s view on ability to garner additional assets of each Fund outside of the Reorganization.
|
5. |
The Acquiring Fund’s assets will increase as a result of the Reorganization which may result in increased economies of scale and may help the Acquiring Fund reach a breakpoint in the management fee schedule.
|
6. |
Potential increased distribution attention due to the reduced number of substantially similar Funds (within the Delaware Funds by Macquarie complex) and increased Fund sizes.
|
7. |
Potential other benefits as described by DMC to the Boards.
|
8. |
The performance of the Acquiring Fund across various periods is generally favorable as compared to the Acquired Fund.
|
9. |
The Reorganization will be effected on the basis of each Fund’s net asset value per share and will not result in the dilution of the interests of shareholders of any Fund.
|
10. |
The total costs of the Reorganization will be split as follows: two thirds paid by the Acquiring Fund and Acquired Fund together, with individual Fund contributions to be assessed based on proportional assets, to ensure that smaller
funds are not disadvantaged, and one third by DMC.
|
11. |
The Reorganization will be effected on a tax-free basis.
|
|
Delaware Ivy Government Securities Fund as of 9/30/2023
|
Delaware Limited-Term Diversified Income Fund as of
12/31/2022 |
Aggregate Capital Loss Carryovers
|
$(34,034,316)
|
$(85,848,946)
|
Net Unrealized Appreciation/(Depreciation) on a Tax Basis
|
$(13,280,770)
|
$(20,132,335)
|
Net Assets
|
$152,936,472
|
$430,777,952
|
Approximate Annual Limitation for Capital Losses*
|
None
|
None
|
• |
receive a greater amount of taxable distributions than they would have had if the Reorganization had not occurred if the combined fund’s unrealized appreciation as a percentage of net asset value is greater than the Acquired Fund’s;
|
• |
receive a lesser amount of taxable distributions than they would have had if the Reorganization had not occurred if the combined fund’s unrealized appreciation as a percentage of net asset value is lesser than the Acquired Fund’s;
|
• |
receive a greater amount of taxable distributions than they would have had if the Reorganization had not occurred if the combined fund’s unrealized depreciation as a percentage of net asset value is lesser than the Acquired Fund’s; or
|
• |
receive a lesser amount of taxable distributions than they would have had if the Reorganization had not occurred if the combined fund’s unrealized depreciation as a percentage of net asset value is greater than the Acquired Fund’s.
|
Acquired Fund Name
|
Unrealized Appreciation or (Depreciation) as a % of NAV
|
Acquiring Fund Name
|
Unrealized Appreciation or (Depreciation) as a % of NAV
|
Approximate Unrealized Appreciation or (Depreciation) as a % of NAV on a combined basis
|
Delaware Ivy Government Securities Fund
|
(8.55)% as of September 30, 2023
|
Delaware Limited-Term Diversified Income Fund
|
(3.07)% as of September 30, 2023
|
(3.93)%
|
Acquired Fund/Classes*
|
Acquiring Fund/Classes*
|
Delaware Ivy Government Securities Fund ($139.9),
a series of Ivy Funds |
Delaware Limited-Term Diversified Income Fund ($791.0),
a series of Delaware Group Limited-Term Government Funds1 |
Class A
|
Class A
|
Class C
|
Class C
|
Class I
|
Institutional Class
|
Class R6
|
Class R6
|
|
Acquired Fund
|
Acquiring Fund
|
Pro Forma Adjustments to Capitalization1,2
|
Acquiring Fund after Reorganization1
|
|
|
|
||
(unaudited)
|
(unaudited)
|
(estimated)
|
||
|
|
|
||
|
|
(unaudited)
|
||
Net assets (all classes)
|
$152,662,330.88
|
$815,242,146.90
|
(13,318,973.384)
|
$967,904,477.78
|
Total shares outstanding
|
33,228,593.279
|
106,348,318.493
|
126,257,938.388
|
|
|
|
|
|
|
Class A net assets
|
$42,924,521.72
|
$437,724,476.11
|
(3,746,038.882)
|
$480,648,997.83
|
Class A shares outstanding
|
9,342,456.316
|
57,097,873.334
|
62,694,290.768
|
|
Class A net asset value per share
|
$4.59
|
$7.67
|
$7.67
|
|
|
|
|
|
|
Class C net assets
|
$648,739.10
|
$13,679,924.50
|
(56,470.652)
|
$14,328,663.60
|
Class C shares outstanding
|
141,162.441
|
1,785,960.414
|
1,870,652.203
|
|
Class C net asset value per share
|
$4.60
|
$7.66
|
$7.66
|
|
|
|
|
|
|
Class I/Inst. Class net assets
|
$75,686,263.02
|
$339,569,887.48
|
(6,607,414.179)
|
$415,256,150.50
|
Class I/Inst. Class shares outstanding
|
16,475,245.081
|
44,296,250.901
|
54,164,081.803
|
|
Class I/Inst. Class net asset value per share
|
$4.59
|
$7.67
|
$7.67
|
|
|
|
|
|
|
Class R6 net assets
|
$33,402,807.04
|
$23,222,984.12
|
(2,909,049.671)
|
$56,625,791.16
|
Class R6 shares outstanding
|
7,269,729.441
|
3,031,921.084
|
7,392,600.854
|
|
Class R6 net asset value per share
|
$4.59
|
$7.66
|
$7.66
|
|
|
|
|
|
|
1 Reflects the conversion of Acquired Fund shares for Acquiring Fund shares as a result of the Reorganization.
|
2 Adjustments reflect the costs of the Reorganization incurred by each Fund.
|
Fund Name
|
Name and Address of Account
|
Percentage
|
DELAWARE IVY GOVERNMENT SECURITIES FUND CLASS A
|
[ ]
|
[ ]%
|
DELAWARE IVY GOVERNMENT SECURITIES FUND CLASS C
|
[ ]
|
[ ]%
|
DELAWARE IVY GOVERNMENT SECURITIES FUND CLASS I
|
[ ]
|
[ ]%
|
DELAWARE IVY GOVERNMENT SECURITIES FUND CLASS R6
|
[ ]
|
[ ] %
|
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND CLASS A
|
[ ]
|
[ ]%
|
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND CLASS C
|
[ ]
|
[ ]%
|
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND INSTITUTIONAL CLASS
|
[ ]
|
[ ]%
|
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND CLASS R6
|
[ ]
|
[ ] %
|
Acquired Fund
|
Class
|
Total Shares
|
DELAWARE IVY GOVERNMENT SECURITIES FUND
|
A
|
[__]
|
DELAWARE IVY GOVERNMENT SECURITIES FUND
|
C
|
[__]
|
DELAWARE IVY GOVERNMENT SECURITIES FUND
|
I
|
[__]
|
DELAWARE IVY GOVERNMENT SECURITIES FUND
|
R6
|
[__]
|
|
|
[__]
|
|
|
|
Total
|
[__]
|
|
• |
the Acquiring Fund Prospectus dated May 1, 2023 (File No. 002-75526)
|
o |
Supplement dated September 28, 2023 to the Acquiring Fund Prospectus
|
o |
Supplement dated May 31, 2023 to the Acquiring Fund Prospectus
|
• |
the Acquired Fund Prospectus dated January 30, 2023 (File No. 033-45691)
|
o |
Supplement dated September 28, 2023 to the Acquired Fund Prospectus
|
o |
Supplement dated May 31, 2023 to the Acquired Fund Prospectus
|
o |
Supplement dated February 23, 2023 to the Acquired Fund Prospectus
|
A
|
Form of Agreement and Plan of Reorganization
|
B
|
Financial Highlights
|
C
|
Comparison of Shareholder Rights
|
1. |
DESCRIPTION OF THE REORGANIZATIONS
|
2. |
VALUATION
|
3. |
CLOSING AND CLOSING DATE
|
4. |
REPRESENTATIONS AND WARRANTIES
|
5. |
COVENANTS OF THE ACQUIRING FUNDS AND THE TARGET FUNDS
|
6. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUNDS
|
7. |
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS
|
8. |
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUNDS AND THE TARGET FUNDS
|
9. |
EXPENSES
|
10. |
FINAL TAX RETURNS AND FORMS 1099 OF THE TARGET FUND
|
11. |
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
|
12. |
TERMINATION
|
13. |
AMENDMENTS
|
14. |
HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
|
Delaware Group Adviser Funds
Delaware Group Equity Funds II
Delaware Group Equity Funds IV Delaware Group Global & International Funds Delaware Group Income Funds Delaware Group Limited-Term Government
Funds Delaware VIP Trust
Ivy Funds Ivy Variable Insurance Portfolios Voyageur Intermediate Tax Free Funds
Voyageur Mutual Funds III
Voyageur Tax Free Funds,
each on behalf of its respective series identified on Exhibit A hereto By: _________________________________
Name:
Title:
|
||
With respect to Section 9.1 only, Delaware Management Company, a series of Macquarie Investment Management Business Trust
By: _________________________________
Name:
Title:
|
||
TARGET FUND (AND TARGET SHARE CLASSES) AND TARGET ENTITY
|
ACQUIRING FUND (AND SHARE CLASSES) AND ACQUIRING ENTITY
|
||
Group A Info Statement Funds
|
|||
Delaware Ivy Total Return Bond Fund, a series of Ivy Funds
|
Delaware Ivy Global Bond Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Class I
|
||
Class R6
|
Class R6
|
||
Delaware Ivy High Yield Fund,
a series of Ivy Funds |
Delaware Ivy High Income Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Class I
|
Class I
|
||
Class R6
|
Class R6
|
||
Group B Proxy Statement Funds
|
|||
Delaware High-Yield Opportunities Fund,
a series of Delaware Group Income Funds |
Delaware Ivy High Income Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Class I
|
||
Class R
|
Class R
|
||
Class R6
|
Class R6
|
||
Delaware Ivy Core Bond Fund,
a series of Ivy Funds |
Delaware Diversified Income Fund, a series of Delaware Group Adviser Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Institutional Class
|
||
Class R
|
Class R
|
Class R6
|
Class R6
|
||
Class Y
|
Class A
|
||
Delaware Ivy Accumulative Fund, a series of Ivy Funds
|
Delaware Ivy Large Cap Growth Fund, a series of Ivy Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Class I
|
||
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III
|
Delaware Ivy Large Cap Growth Fund, a series of Ivy Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Class I
|
||
Class R
|
Class R
|
||
Delaware Mid Cap Growth Equity Fund, a series of Delaware Group Equity Funds IV
|
Delaware Ivy Mid Cap Growth Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Class I
|
||
Class R
|
Class R
|
||
Class R6
|
Class R6
|
||
Delaware Small Cap Growth Fund, a series of Delaware Group Equity Funds IV
|
Delaware Ivy Small Cap Growth Fund, a series of Ivy Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Class I
|
||
Class R
|
Class R
|
||
Delaware Ivy Value Fund, a series of Ivy Funds
|
Delaware Value Fund, a series of Delaware Group Equity Funds II
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Institutional Class
|
||
Class R
|
Class R
|
||
Class R6
|
Class R6
|
Class Y
|
Class A
|
||
Delaware Global Equity Fund, a series of Delaware Group Equity Funds IV
|
Delaware Ivy Global Growth Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Institutional Class
|
Class I
|
||
Class R6
|
Class R6
|
||
Delaware Global Equity Fund II1, a series of Ivy Funds
|
Delaware Ivy Global Growth Fund, a series of Ivy Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Class I
|
||
Class R
|
Class R
|
||
Class R6
|
Class R6
|
||
Class Y
|
Class Y
|
||
Delaware International Equity Fund2, a series of Delaware Group Global & International Funds
|
Delaware Ivy International Core Equity Fund,
a series of Ivy Funds |
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Class I
|
||
Class R
|
Class R
|
||
Class R6
|
Class R6
|
||
Delaware Ivy International Fund II3, a series of Ivy Funds
|
Delaware Ivy International Core Equity Fund, a series of Ivy Funds
|
||
Class A
|
Class A
|
||
Class I
|
Class I
|
||
Class R6
|
Class R6
|
||
Group C Proxy Statement Funds
|
Delaware Ivy Government Securities Fund, a series of Ivy Funds
|
Delaware Limited-Term Diversified Income Fund, a series of Delaware Group Limited-Term Government Funds
|
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Class I
|
Institutional Class
|
||
Class R6
|
Class R6
|
||
Group D Proxy Statement Funds
|
|||
Delaware Tax-Free Minnesota Intermediate Fund, a series of Voyageur Intermediate Tax Free Funds
|
Delaware Tax-Fee Minnesota Fund,
a series of Voyageur Tax Free Funds |
||
Class A
|
Class A
|
||
Class C
|
Class C
|
||
Institutional Class
|
Institutional Class
|
||
Group E Proxy Statement Funds – VIP Funds
|
|||
Delaware VIP Global Equity, a series of Ivy Variable Insurance Portfolios
|
Delaware Ivy VIP Global Growth,
a series of Ivy Variable Insurance Portfolios |
||
Class II
|
Class II
|
||
Delaware VIP International Series, a series of Delaware VIP Trust
|
Delaware Ivy VIP International Core Equity,
a series of Ivy Variable Insurance Portfolios |
||
Standard Class
|
Class I
|
||
Service Class
|
Class II
|
|
|
Year ended
|
|||||||||||||||||||
|
|
9/30/23
|
|
|
9/30/22
|
|
|
9/30/21
|
|
|
9/30/20
|
|
|
9/30/19
|
|
||||||
Net asset value, beginning of period
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
$
|
5.23
|
|
|
|
|||||||||||||||||||||
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1
|
|
|
0.12
|
|
|
|
0.04
|
|
|
|
0.03
|
|
|
|
0.06
|
|
|
|
0.08
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.21
|
)
|
|
|
(0.80
|
)
|
|
|
(0.14
|
)
|
|
|
0.20
|
|
|
|
0.37
|
|
|
Total from investment operations
|
|
|
(0.09
|
)
|
|
|
(0.76
|
)
|
|
|
(0.11
|
)
|
|
|
0.26
|
|
|
|
0.45
|
|
|
|
|||||||||||||||||||||
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.12
|
)
|
|
|
(0.05
|
)
|
|
|
(0.06
|
)
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
Total dividends and distributions
|
|
|
(0.12
|
)
|
|
|
(0.05
|
)
|
|
|
(0.06
|
)
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
|
|||||||||||||||||||||
Net asset value, end of period
|
|
$
|
4.59
|
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
|
|||||||||||||||||||||
Total return2
|
|
|
(1.96
|
%)
|
|
|
(13.67
|
%)
|
|
|
(1.94
|
%)
|
|
|
4.75
|
%
|
|
|
8.59
|
%
|
|
|
|||||||||||||||||||||
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
43,011
|
|
|
$
|
55,336
|
|
|
$
|
79
|
3
|
|
$
|
96
|
3
|
|
$
|
68
|
3
|
|
Ratio of expenses to average net assets4
|
|
|
0.92
|
%
|
|
|
0.97
|
%
|
|
|
0.97
|
%
|
|
|
0.98
|
%
|
|
|
1.00
|
%
|
|
Ratio of expenses to average net assets prior to fees waived4
|
|
|
1.01
|
%
|
|
|
1.13
|
%
|
|
|
1.00
|
%
|
|
|
1.05
|
%
|
|
|
1.13
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
2.41
|
%
|
|
|
0.67
|
%
|
|
|
0.59
|
%
|
|
|
1.07
|
%
|
|
|
1.47
|
%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.32
|
%
|
|
|
0.51
|
%
|
|
|
0.56
|
%
|
|
|
1.00
|
%
|
|
|
1.34
|
%
|
|
Portfolio turnover
|
|
|
136
|
%
|
|
|
148
|
%5
|
|
|
31
|
%
|
|
|
43
|
%
|
|
|
12
|
%
|
|
1
|
Calculated using average shares outstanding.
|
||||||||||||||||||||
2
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales
charge. Total return during the period reflects waivers by the manager and/or distributor. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||
3
|
Net assets reported in millions.
|
||||||||||||||||||||
4
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
||||||||||||||||||||
5
|
The Fund’s portfolio turnover rate increased substantially during the year ended September 30, 2022 due to a change in the Fund’s portfolio managers and associated repositioning.
|
|
|
Year ended
|
|||||||||||||||||||
|
|
9/30/23
|
|
|
9/30/22
|
|
|
9/30/21
|
|
|
9/30/20
|
|
|
9/30/19
|
|
||||||
Net asset value, beginning of period
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
$
|
5.23
|
|
|
|
|||||||||||||||||||||
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)1
|
|
|
0.08
|
|
|
|
(0.01
|
)2
|
|
|
(0.01
|
)
|
|
|
0.01
|
|
|
|
0.03
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.20
|
)
|
|
|
(0.80
|
)
|
|
|
(0.15
|
)
|
|
|
0.20
|
|
|
|
0.37
|
|
|
Total from investment operations
|
|
|
(0.12
|
)
|
|
|
(0.81
|
)
|
|
|
(0.16
|
)
|
|
|
0.21
|
|
|
|
0.40
|
|
|
|
|||||||||||||||||||||
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.08
|
)
|
|
|
—
|
3
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
|
|
(0.04
|
)
|
|
Total dividends and distributions
|
|
|
(0.08
|
)
|
|
|
—
|
3
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
|
|
(0.04
|
)
|
|
|
|||||||||||||||||||||
Net asset value, end of period
|
|
$
|
4.60
|
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
|
|||||||||||||||||||||
Total return4
|
|
|
(2.52
|
%)5
|
|
|
(14.44
|
%)5
|
|
|
(2.75
|
%)
|
|
|
3.83
|
%5
|
|
|
7.61
|
%5
|
|
|
|||||||||||||||||||||
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
645
|
|
|
$
|
754
|
|
|
$
|
1
|
6
|
|
$
|
2
|
6
|
|
$
|
1
|
6
|
|
Ratio of expenses to average net assets7
|
|
|
1.70
|
%
|
|
|
1.83
|
%
|
|
|
1.82
|
%
|
|
|
1.86
|
%
|
|
|
1.88
|
%
|
|
Ratio of expenses to average net assets prior to fees waived7
|
|
|
1.86
|
%
|
|
|
2.06
|
%
|
|
|
1.82
|
%
|
|
|
1.90
|
%
|
|
|
1.95
|
%
|
|
Ratio of net investment income (loss) to average net assets
|
|
|
1.64
|
%
|
|
|
(0.19
|
%)
|
|
|
(0.26
|
%)
|
|
|
0.18
|
%
|
|
|
0.59
|
%
|
|
Ratio of net investment income (loss) to average net assets prior to fees waived
|
|
|
1.48
|
%
|
|
|
(0.42
|
%)
|
|
|
(0.26
|
%)
|
|
|
0.14
|
%
|
|
|
0.52
|
%
|
|
Portfolio turnover
|
|
|
136
|
%
|
|
|
148
|
%8
|
|
|
31
|
%
|
|
|
43
|
%
|
|
|
12
|
%
|
|
1
|
Calculated using average shares outstanding.
|
||||||||||||||||||||
2
|
The per share amount of net investment income (loss) does not directly correlate to the amounts reported in the Statements of operations due to class specific expenses.
|
||||||||||||||||||||
3
|
Amount is less than $0.005 per share.
|
||||||||||||||||||||
4
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales
charge.
|
||||||||||||||||||||
5
|
Total return during the period reflects waivers by the manager and/or distributor. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||
6
|
Net assets reported in millions.
|
||||||||||||||||||||
7
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
8
|
The Fund’s portfolio turnover rate increased substantially during the year ended September 30, 2022 due to a change in the Fund’s portfolio managers and associated repositioning.
|
|
Year ended
|
||||||||||||||||||||
|
|
9/30/23
|
|
|
9/30/22
|
|
|
9/30/21
|
|
|
9/30/20
|
|
|
9/30/19
|
|
||||||
Net asset value, beginning of period
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
$
|
5.23
|
|
|
|
|||||||||||||||||||||
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1
|
|
|
0.13
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.08
|
|
|
|
0.09
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.21
|
)
|
|
|
(0.80
|
)
|
|
|
(0.15
|
)
|
|
|
0.20
|
|
|
|
0.37
|
|
|
Total from investment operations
|
|
|
(0.08
|
)
|
|
|
(0.75
|
)
|
|
|
(0.10
|
)
|
|
|
0.28
|
|
|
|
0.46
|
|
|
|
|||||||||||||||||||||
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.13
|
)
|
|
|
(0.06
|
)
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
|
(0.10
|
)
|
|
Total dividends and distributions
|
|
|
(0.13
|
)
|
|
|
(0.06
|
)
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
|
(0.10
|
)
|
|
|
|||||||||||||||||||||
Net asset value, end of period
|
|
$
|
4.59
|
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
|
|||||||||||||||||||||
Total return2
|
|
|
(1.71
|
%)
|
|
|
(13.45
|
%)
|
|
|
(1.69
|
%)
|
|
|
5.01
|
%
|
|
|
8.89
|
%
|
|
|
|||||||||||||||||||||
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
75,816
|
|
|
$
|
101,424
|
|
|
$
|
130
|
3
|
|
$
|
140
|
3
|
|
$
|
93
|
3
|
|
Ratio of expenses to average net assets4
|
|
|
0.67
|
%
|
|
|
0.72
|
%
|
|
|
0.72
|
%
|
|
|
0.72
|
%
|
|
|
0.72
|
%
|
|
Ratio of expenses to average net assets prior to fees waived4
|
|
|
0.68
|
%
|
|
|
0.80
|
%
|
|
|
0.76
|
%
|
|
|
0.77
|
%
|
|
|
0.77
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
2.66
|
%
|
|
|
0.91
|
%
|
|
|
0.84
|
%
|
|
|
1.32
|
%
|
|
|
1.75
|
%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.65
|
%
|
|
|
0.83
|
%
|
|
|
0.80
|
%
|
|
|
1.27
|
%
|
|
|
1.70
|
%
|
|
Portfolio turnover
|
|
|
136
|
%
|
|
|
148
|
%5
|
|
|
31
|
%
|
|
|
43
|
%
|
|
|
12
|
%
|
|
1
|
Calculated using average shares outstanding.
|
||||||||||||||||||||
2
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during the period reflects waivers
by the manager. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||
3
|
Net assets reported in millions.
|
||||||||||||||||||||
4
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
||||||||||||||||||||
5
|
The Fund’s portfolio turnover rate increased substantially during the year ended September 30, 2022 due to a change in the Fund’s portfolio managers and associated repositioning.
|
|
|
Year ended
|
|||||||||||||||||||
|
|
9/30/23
|
|
|
9/30/22
|
|
|
9/30/21
|
|
|
9/30/20
|
|
|
9/30/19
|
|
||||||
Net asset value, beginning of period
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
$
|
5.23
|
|
|
|
|||||||||||||||||||||
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income1
|
|
|
0.13
|
|
|
|
0.05
|
|
|
|
0.05
|
|
|
|
0.08
|
|
|
|
0.10
|
|
|
Net realized and unrealized gain (loss)
|
|
|
(0.20
|
)
|
|
|
(0.79
|
)
|
|
|
(0.14
|
)
|
|
|
0.20
|
|
|
|
0.37
|
|
|
Total from investment operations
|
|
|
(0.07
|
)
|
|
|
(0.74
|
)
|
|
|
(0.09
|
)
|
|
|
0.28
|
|
|
|
0.47
|
|
|
|
|||||||||||||||||||||
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.14
|
)
|
|
|
(0.07
|
)
|
|
|
(0.08
|
)
|
|
|
(0.09
|
)
|
|
|
(0.11
|
)
|
|
Total dividends and distributions
|
|
|
(0.14
|
)
|
|
|
(0.07
|
)
|
|
|
(0.08
|
)
|
|
|
(0.09
|
)
|
|
|
(0.11
|
)
|
|
|
|||||||||||||||||||||
Net asset value, end of period
|
|
$
|
4.59
|
|
|
$
|
4.80
|
|
|
$
|
5.61
|
|
|
$
|
5.78
|
|
|
$
|
5.59
|
|
|
|
|||||||||||||||||||||
Total return2
|
|
|
(1.65
|
%)3
|
|
|
(13.36
|
%)3
|
|
|
(1.57
|
%)
|
|
|
5.13
|
%
|
|
|
9.01
|
%
|
|
|
|||||||||||||||||||||
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
33,464
|
|
|
$
|
28,798
|
|
|
$
|
138
|
4
|
|
$
|
172
|
4
|
|
$
|
120
|
4
|
|
Ratio of expenses to average net assets5
|
|
|
0.60
|
%
|
|
|
0.62
|
%
|
|
|
0.60
|
%
|
|
|
0.61
|
%
|
|
|
0.61
|
%
|
|
Ratio of expenses to average net assets prior to fees waived5
|
|
|
0.66
|
%
|
|
|
0.63
|
%
|
|
|
0.60
|
%
|
|
|
0.61
|
%
|
|
|
0.61
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
2.75
|
%
|
|
|
0.96
|
%
|
|
|
0.96
|
%
|
|
|
1.44
|
%
|
|
|
1.86
|
%
|
|
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.69
|
%
|
|
|
0.95
|
%
|
|
|
0.96
|
%
|
|
|
1.44
|
%
|
|
|
1.86
|
%
|
|
Portfolio turnover
|
|
|
136
|
%
|
|
|
148
|
%6
|
|
|
31
|
%
|
|
|
43
|
%
|
|
|
12
|
%
|
|
1
|
Calculated using average shares outstanding.
|
||||||||||||||||||||
2
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value.
|
||||||||||||||||||||
3
|
Total return during the period reflects waivers by the manager. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||
4
|
Net assets reported in millions.
|
||||||||||||||||||||
5
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
||||||||||||||||||||
6
|
The Fund’s portfolio turnover rate increased substantially during the year ended September 30, 2022 due to a change in the Fund’s portfolio managers and associated repositioning.
|
|
|
Six months ended 6/30/231 (Unaudited)
|
Year ended
|
|
|||||||||||||||||||
|
|
12/31/22
|
12/31/21
|
12/31/20
|
12/31/19
|
12/31/18
|
|
||||||||||||||||
Net asset value, beginning of period
|
|
$
|
7.71
|
$
|
8.25
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
$
|
8.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income2
|
|
|
0.11
|
|
0.13
|
|
|
|
0.07
|
|
|
|
0.11
|
|
|
|
0.21
|
|
|
0.20
|
|
||
Net realized and unrealized gain (loss)
|
|
|
—
|
(0.48
|
)
|
|
|
(0.11
|
)
|
|
|
0.23
|
|
|
0.15
|
|
|
(0.29
|
)
|
||||
Total from investment operations
|
|
|
0.11
|
(0.35
|
)
|
|
|
(0.04
|
)
|
|
|
0.34
|
|
|
0.36
|
|
(0.09
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.13)
|
(0.19
|
)
|
|
|
(0.15
|
)
|
|
|
(0.14
|
)
|
|
|
(0.20
|
)
|
|
|
(0.19
|
)
|
||
Return of capital
|
|
|
—
|
—
|
|
|
—
|
3
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|||
Total dividends and distributions
|
|
|
(0.13)
|
(0.19
|
)
|
|
|
(0.15
|
)
|
|
|
(0.17
|
)
|
|
|
(0.23
|
)
|
|
|
(0.23
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
7.69
|
|
$
|
7.71
|
|
|
$
|
8.25
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total return4
|
|
|
1.39
|
%
|
(4.26)
|
%
|
|
|
(0.45
|
)%
|
|
|
4.16
|
%
|
|
|
4.51
|
%
|
|
|
(1.08
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
197,347
|
|
$
|
216,299
|
|
|
$
|
260,162
|
|
$
|
148,185
|
|
$
|
137,798
|
|
$
|
168,003
|
||||
Ratio of expenses to average net assets5
|
|
|
0.56
|
%
|
0.53
|
%
|
|
|
0.54
|
%
|
|
|
0.54
|
%
|
|
|
0.54
|
%
|
|
|
0.60
|
%
|
|
Ratio of expenses to average net assets prior to fees waived5
|
|
|
0.96
|
%
|
0.96
|
%
|
|
|
0.95
|
%
|
|
|
0.96
|
%
|
|
|
0.96
|
%
|
|
|
0.95
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
2.98
|
%
|
1.71
|
%
|
|
|
0.89
|
%
|
|
|
1.32
|
%
|
|
2.58
|
%
|
|
2.46
|
%
|
|||
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.58
|
%
|
1.28
|
%
|
|
0.48
|
%
|
|
|
0.90
|
%
|
|
|
2.16
|
%
|
|
2.11
|
%
|
Portfolio turnover
|
|
|
62
|
%
|
110
|
%
|
|
|
205
|
%
|
|
|
224
|
%
|
|
|
123
|
%
|
|
|
130
|
%
|
|||
1
|
Ratios have been annualized and total return and portfolio turnover have not been annualized.
|
||||||||||||||||||||||||
2
|
Calculated using average shares outstanding.
|
||||||||||||||||||||||||
3
|
Amount is less than $(0.005) per share.
|
||||||||||||||||||||||||
4
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact
of a sales charge. Total return during all of the periods shown reflects waivers by the manager and/or distributor. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||||||
5
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
|
|
Six months ended 6/30/231 (Unaudited)
|
Year ended
|
|
|||||||||||||||||||
|
|
12/31/22
|
12/31/21
|
12/31/20
|
12/31/19
|
12/31/18
|
|
||||||||||||||||
Net asset value, beginning of period
|
|
$
|
7.70
|
$
|
8.24
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
$
|
8.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income2
|
|
|
0.08
|
|
0.07
|
|
|
|
—
|
|
|
|
0.04
|
|
|
|
0.14
|
|
|
0.13
|
|
||
Net realized and unrealized gain (loss)
|
|
|
—
|
(0.49
|
)
|
|
|
(0.12
|
)
|
|
|
0.23
|
|
|
0.15
|
|
|
(0.28
|
)
|
||||
Total from investment operations
|
|
|
0.08
|
(0.42
|
)
|
|
|
(0.12
|
)
|
|
|
0.27
|
|
|
0.29
|
|
(0.15
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.10)
|
(0.12
|
)
|
|
|
(0.08
|
)
|
|
|
(0.07
|
)
|
|
|
(0.13
|
)
|
|
|
(0.12
|
)
|
||
Return of capital
|
|
|
—
|
—
|
|
|
—
|
3
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|||
Total dividends and distributions
|
|
|
(0.10)
|
(0.12
|
)
|
|
|
(0.08
|
)
|
|
|
(0.10
|
)
|
|
|
(0.16
|
)
|
|
|
(0.16
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
7.68
|
|
$
|
7.70
|
|
|
$
|
8.24
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total return4
|
|
|
0.98
|
%
|
(5.08)
|
%
|
|
|
(1.41
|
)%
|
|
|
3.28
|
%
|
|
|
3.63
|
%
|
|
|
(1.80
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
8,483
|
|
$
|
9,339
|
|
|
$
|
11,355
|
|
$
|
22,565
|
|
$
|
36,977
|
|
$
|
64,324
|
||||
Ratio of expenses to average net assets5
|
|
|
1.39
|
%
|
1.38
|
%
|
|
|
1.39
|
%
|
|
|
1.39
|
%
|
|
|
1.39
|
%
|
|
|
1.45
|
%
|
|
Ratio of expenses to average net assets prior to fees waived5
|
|
|
1.71
|
%
|
1.71
|
%
|
|
|
1.70
|
%
|
|
|
1.71
|
%
|
|
|
1.71
|
%
|
|
|
1.70
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
2.15
|
%
|
0.86
|
%
|
|
|
0.04
|
%
|
|
|
0.47
|
%
|
|
1.73
|
%
|
|
1.61
|
%
|
|||
Ratio of net investment income (loss) to average net assets prior to fees waived
|
|
|
1.83
|
%
|
0.53
|
%
|
|
(0.27
|
)%
|
|
|
0.15
|
%
|
|
|
1.41
|
%
|
|
1.36
|
%
|
Portfolio turnover
|
|
|
62
|
%
|
110
|
%
|
|
|
205
|
%
|
|
|
224
|
%
|
|
|
123
|
%
|
|
|
130
|
%
|
|||
|
|
||||||||||||||||||||||||
1
2
|
Ratios have been annualized and total return and portfolio turnover have not been annualized.
Calculated using average shares outstanding.
|
||||||||||||||||||||||||
3
|
Amount is less than $(0.005) per share.
|
||||||||||||||||||||||||
4
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact
of a sales charge. Total return during the period reflects waivers by the manager and/or distributor. Performance would have been lower had the waivers not been in effect.
|
||||||||||||||||||||||||
5
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
|
|
Six months ended 6/30/231 (Unaudited)
|
Year ended
|
|
|||||||||||||||||||
|
|
12/31/22
|
12/31/21
|
12/31/20
|
12/31/19
|
12/31/18
|
|
||||||||||||||||
Net asset value, beginning of period
|
|
$
|
7.71
|
$
|
8.25
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
$
|
8.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income2
|
|
|
0.12
|
|
0.15
|
|
|
0.09
|
|
|
|
0.12
|
|
|
|
0.23
|
|
|
0.22
|
|
|||
Net realized and unrealized gain (loss)
|
|
|
(0.02)
|
(0.49
|
)
|
|
|
(0.12
|
)
|
|
|
0.23
|
|
|
0.15
|
|
|
(0.30
|
)
|
||||
Total from investment operations
|
|
|
0.10
|
(0.34
|
)
|
|
|
(0.03
|
)
|
|
|
0.35
|
|
|
0.38
|
|
(0.08
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.13)
|
(0.20
|
)
|
|
|
(0.16
|
)
|
|
|
(0.15
|
)
|
|
|
(0.22
|
)
|
|
|
(0.20
|
)
|
||
Return of capital
|
|
|
—
|
—
|
|
|
—
|
3
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|||
Total dividends and distributions
|
|
|
(0.13)
|
(0.20
|
)
|
|
|
(0.16
|
)
|
|
|
(0.18
|
)
|
|
|
(0.25
|
)
|
|
|
(0.24
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
7.68
|
|
$
|
7.71
|
|
|
$
|
8.25
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total return4
|
|
|
1.35
|
%
|
(4.12)
|
%
|
|
|
(0.30
|
)%
|
|
|
4.31
|
%
|
|
|
4.67
|
%
|
|
|
(0.93
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
172,267
|
|
$
|
199,497
|
|
|
$
|
213,457
|
|
$
|
262,775
|
|
$
|
249,667
|
|
$
|
240,614
|
||||
Ratio of expenses to average net assets5
|
|
|
0.39
|
%
|
0.38
|
%
|
|
|
0.39
|
%
|
|
|
0.39
|
%
|
|
|
0.39
|
%
|
|
|
0.45
|
%
|
|
Ratio of expenses to average net assets prior to fees waived5
|
|
|
0.71
|
%
|
0.71
|
%
|
|
|
0.70
|
%
|
|
|
0.71
|
%
|
|
|
0.71
|
%
|
|
|
0.70
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
3.15
|
%
|
1.86
|
%
|
|
|
1.04
|
%
|
|
|
1.47
|
%
|
|
2.73
|
%
|
|
2.61
|
%
|
|||
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.83
|
%
|
1.53
|
%
|
|
0.73
|
%
|
|
|
1.15
|
%
|
|
|
2.41
|
%
|
|
2.36
|
%
|
Portfolio turnover
|
|
|
62
|
%
|
110
|
%
|
|
|
205
|
%
|
|
|
224
|
%
|
|
|
123
|
%
|
|
|
130
|
%
|
|||
1
|
Ratios have been annualized and total return and portfolio turnover have not been annualized.
|
||||||||||||||||||||||||
2
|
Calculated using average shares outstanding.
|
||||||||||||||||||||||||
3
|
Amount is less than $(0.005) per share.
|
||||||||||||||||||||||||
4
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during all of the
periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.
|
||||||||||||||||||||||||
5
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
|
|
Six months ended 6/30/231 (Unaudited)
|
Year ended
|
|
|||||||||||||||||||
|
|
12/31/22
|
12/31/21
|
12/31/20
|
12/31/19
|
12/31/18
|
|
||||||||||||||||
Net asset value, beginning of period
|
|
$
|
7.70
|
$
|
8.24
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
$
|
8.45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income2
|
|
|
0.13
|
|
0.15
|
|
|
0.09
|
|
|
|
0.13
|
|
|
|
0.23
|
|
|
0.22
|
|
|||
Net realized and unrealized gain (loss)
|
|
|
(0.01)
|
(0.48
|
)
|
|
|
(0.12
|
)
|
|
|
0.23
|
|
|
0.15
|
|
|
(0.28
|
)
|
||||
Total from investment operations
|
|
|
0.12
|
(0.33
|
)
|
|
|
(0.03
|
)
|
|
|
0.36
|
|
|
0.38
|
|
(0.06
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less dividends and distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(0.14)
|
(0.21
|
)
|
|
|
(0.17
|
)
|
|
|
(0.16
|
)
|
|
|
(0.22
|
)
|
|
|
(0.21
|
)
|
||
Return of capital
|
|
|
—
|
—
|
|
|
—
|
3
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|||
Total dividends and distributions
|
|
|
(0.14)
|
(0.21
|
)
|
|
|
(0.17
|
)
|
|
|
(0.19
|
)
|
|
|
(0.25
|
)
|
|
|
(0.25
|
)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
7.68
|
|
$
|
7.70
|
|
|
$
|
8.24
|
|
|
$
|
8.44
|
|
|
$
|
8.27
|
|
|
$
|
8.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Total return4
|
|
|
1.51
|
%
|
(4.06)
|
%
|
|
|
(0.36
|
)%
|
|
|
4.38
|
%
|
|
|
4.74
|
%
|
|
|
(0.75
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and supplemental data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000 omitted)
|
|
$
|
25,249
|
|
$
|
4,900
|
|
|
$
|
5,923
|
|
$
|
4,646
|
|
$
|
3,059
|
|
$
|
1,631
|
||||
Ratio of expenses to average net assets5
|
|
|
0.32
|
%
|
0.32
|
%
|
|
|
0.32
|
%
|
|
|
0.32
|
%
|
|
|
0.32
|
%
|
|
|
0.38
|
%
|
|
Ratio of expenses to average net assets prior to fees waived5
|
|
|
0.66
|
%
|
0.65
|
%
|
|
|
0.63
|
%
|
|
|
0.63
|
%
|
|
|
0.64
|
%
|
|
|
0.62
|
%
|
|
Ratio of net investment income to average net assets
|
|
|
3.22
|
%
|
1.92
|
%
|
|
|
1.10
|
%
|
|
|
1.54
|
%
|
|
2.80
|
%
|
|
2.68
|
%
|
|||
Ratio of net investment income to average net assets prior to fees waived
|
|
|
2.88
|
%
|
1.59
|
%
|
|
0.79
|
%
|
|
|
1.23
|
%
|
|
|
2.48
|
%
|
|
2.44
|
%
|
Portfolio turnover
|
|
|
62
|
%
|
110
|
%
|
|
|
205
|
%
|
|
|
224
|
%
|
|
|
123
|
%
|
|
|
130
|
%
|
|||
1
|
Ratios have been annualized and total return and portfolio turnover have not been annualized.
|
||||||||||||||||||||||||
2
|
Calculated using average shares outstanding.
|
||||||||||||||||||||||||
3
|
Amount is less than $(0.005) per share.
|
||||||||||||||||||||||||
4
|
Total return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value. Total return during all of the
periods shown reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.
|
||||||||||||||||||||||||
5
|
Expense ratios do not include expenses of any investment companies in which the Fund invests.
|
Acquisition of the Assets of:
|
DELAWARE IVY GOVERNMENT SECURITIES FUND
(a series of Ivy Funds)
|
By and in exchange for shares of:
|
DELAWARE LIMITED-TERM DIVERSIFIED INCOME FUND
(a series of Delaware Group® Limited-Term Government Funds)
|
GENERAL INFORMATION
|
3
|
INCORPORATION OF DOCUMENTS BY REFERENCE
|
3
|
SUPPLEMENTAL FINANCIAL INFORMATION
|
4
|
Item 15
|
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. 60 filed April 27, 2007. Article VI of the Amended and Restated By-Laws (April 1, 2015) incorporated into this
filing by reference to Post-Effective Amendment No. 77 filed April 28, 2016.
|
|||
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.
|
||||
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. 49 filed December 14, 1999.
|
|||
(i)
|
Executed Certificate of Amendment (November 15, 2006) to the Agreement and Declaration of Trust incorporated into this filing by reference
to Post-Effective Amendment No. 60 filed April 27, 2007.
|
|||
(ii)
|
Executed Certificate of Amendment (February 26, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 65 filed February 25, 2010.
|
|||
(iii)
|
Executed Certificate of Amendment (August 18, 2009) to the Agreement and Declaration of Trust incorporated into this filing by reference to
Post-Effective Amendment No. 65 filed February 25, 2010.
|
|||
(iv)
|
Executed Certificate of Amendment (May 21, 2015) to the Agreement and Declaration of Trust incorporated into this filing by reference
to Post-Effective Amendment No. 77 filed April 28, 2016.
|
|||
(b)
|
Executed Certificate of Trust (December 17, 1998) incorporated into this filing by reference to Post-Effective Amendment No. 49
filed December 14, 1999.
|
|||
(2)
|
Copies of the existing By-Laws or corresponding instruments of the Registrant;
|
|||
(a)
|
Amended and Restated By-Laws (April 1, 2015) incorporated into this filing by reference to Post-Effective Amendment No. 77 filed April 28,
2016.
|
|||
(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)
|
Form of Agreement and Plan of Reorganization is filed herewith as Exhibit A to the Proxy Statement/Prospectus.
|
|||
(5)
|
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;
|
|||
None other than those contained in Exhibits (1) and (2).
|
(6)
|
Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
|
|||
(a)
|
Executed 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. 65 filed February 25, 2010.
|
|||
(i)
|
Executed Amendment No. 2 (December 4, 2020) to Exhibit A of the Investment Management Agreement incorporated into this filing
by reference to Post-Effective Amendment No. 93 filed April 30, 2021.
|
|||
(b)
|
Executed Investment Advisory Expense Limitation Letter (April 24, 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. 95 filed April 28, 2023.
|
|||
(c)
|
Executed 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. 95 filed April 28, 2023.
|
|||
(i)
|
Executed 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. 95 filed April 28, 2023.
|
|||
(d)
|
Executed Sub-Advisory Agreement (Fixed Income) (May 30, 2019) between Macquarie Investment Management Global Limited and Delaware
Management Company (a series of Macquarie Investment Management Business Trust) incorporated into this filing by reference to Post-Effective Amendment No. 95 filed April 28, 2023.
|
|||
(i)
|
Form of Amendment No. 3 to Schedule 1 to Sub-Advisory Agreement (Delaware Fixed Income Funds) between Macquarie Investment Management
Global Limited and Delaware Management Company (a series of Macquarie Investment Management Business Trust) incorporated into this filing by reference to Post-Effective Amendment No. 95 filed April 28, 2023.
|
|||
(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 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. 81 filed April 27, 2018.
|
|||
(ii)
|
Executed Amendment No. 2 (December 4, 2020) to Schedule I to the Distribution Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 93 filed April 30, 2021.
|
|||
(b)
|
Form of Dealer's Agreement incorporated into this filing by reference to Post-Effective Amendment No. 84 filed April 29, 2019.
|
|||
(c)
|
Form of Registered Investment Advisers Agreement incorporated into this filing by reference to Post-Effective Amendment No. 84
filed April 29, 2019.
|
|||
(d)
|
Form of Bank/Trust Agreement incorporated into this filing by reference to Post-Effective Amendment No. 84 filed April 29, 2019.
|
|||
(8)
|
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;
|
|||
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 (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. 64 filed April 29, 2009.
|
|||
(i)
|
Executed Amendment (January 1, 2014) to Mutual Fund Custody and Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 75 filed April 30, 2015.
|
|||
(ii)
|
Executed Amendment No. 2 (July 1, 2017) to Mutual Fund Custody and Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 81 filed April 27, 2018.
|
|||
(iii)
|
Executed Amendment No. 4 (July 19, 2019) to the Mutual Fund Custody and Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 94 filed April 28, 2022.
|
|||
(iv)
|
Executed Amendment No. 5 (December 31, 2021) to the Mutual Fund Custody and Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 95 filed April 28, 2023.
|
|||
(v)
|
Executed Amendment No. 6 (December 31, 2021) to the Mutual Fund Custody and Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 95 filed April 28, 2023.
|
|||
(b)
|
Executed 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. 62 filed November 27, 2007.
|
|||
(i)
|
Executed Amendment (September 22, 2009) to the Securities Lending Authorization Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 67 filed April 29, 2011.
|
|||
(ii)
|
Executed Amendment No. 2 (January 1, 2010) to the Securities Lending Authorization Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 65 filed February 25, 2010.
|
|||
(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. 53 filed February
28, 2002.
|
|||
(b)
|
Plan under Rule 12b-1 for Class C (April 19, 2001) incorporated into this filing by reference to Post-Effective Amendment No. 53 filed February
28, 2002.
|
|||
(c)
|
Plan under Rule 12b-1 for Class R (May 15, 2003) incorporated into this filing by reference to Post-Effective Amendment No. 59 filed April 26,
2006.
|
|||
(d)
|
Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 (November 18, 2020) incorporated into this filing by reference
to Post-Effective Amendment No. 93 filed April 30, 2021.
|
|||
(i)
|
Appendix A (March 10, 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. 95 filed April 28, 2023.
|
|||
(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 non-assessable;
|
|||
(a)
|
Opinion and Consent of Counsel (January 2024) attached as Exhibit No. EX-99.11.a.
|
|||
(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 regarding tax matters to be filed by Amendment.
|
|||
(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. 53 filed February 28, 2002.
|
|||
(i)
|
Executed Letter Amendment (August 23, 2002) to the Shareholder Services Agreement incorporated into this filing by reference to
Post-Effective Amendment No. 56 filed February 27, 2004.
|
|||
(ii)
|
Executed Amendment No. 2 (December 4, 2020) to Schedule A to the Shareholder Services Agreement incorporated into this filing
by reference to Post-Effective Amendment No. 93 filed April 30, 2021.
|
|||
(iii)
|
Executed Amended and Restated Schedule B (June 25, 2022) to the Shareholder Services Agreement incorporated into this filing by
reference to Post-Effective Amendment No. 95 filed April 28, 2023.
|
|||
(iv)
|
Executed 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. 75 filed April 30, 2015.
|
|||
(b)
|
Executed 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. 73 filed April 30, 2014.
|
|||
(i)
|
Executed 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. 81 filed April 27, 2018.
|
|||
(ii)
|
Executed 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. 95 filed April 28, 2023.
|
|||
(iii)
|
Executed 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. 95 filed April 28, 2023.
|
|||
(iv)
|
Executed 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. 95 filed April 28, 2023.
|
|||
(c)
|
Executed 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. 73 filed April 30, 2014.
|
|||
(i)
|
Executed 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. 75 filed April 30, 2015.
|
|||
(ii)
|
Executed 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. 81 filed April 27, 2018.
|
|||
(iii)
|
Executed 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. 94 filed April 28, 2022.
|
|||
(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 1933 Act;
|
|||
(a)
|
||||
(b)
|
||||
(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 (January 2024) attached as Exhibit No. EX-99.16.a.
|
||
(17)
|
Any additional exhibits which the Registrant may wish to file; and
|
||
(a)
|
Code of Ethics for Macquarie Investment Management, Delaware Funds by Macquarie® and Optimum Fund Trust (September 8, 2020) incorporated into this filing by reference to Post-Effective Amendment No. 93 filed April 29, 2021.
|
||
(b)
|
Code of Ethics for Macquarie Investment Management Austria Kapitalanlage AG (June 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 94 filed April 28, 2022.
|
||
(c)
|
Code of Ethics for Macquarie Investment Management Europe Limited (March 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 94 filed April 28, 2022.
|
||
(d)
|
Code of Ethics for Macquarie Investment Management Global Limited (February 18, 2021) incorporated into this filing by reference to
Post-Effective Amendment No. 94 filed April 28, 2022.
|
||
(18)
|
Furnish the following information, in substantially the tabular form indicated, as to each type and class of securities being registered.
|
||
Not applicable.
|
|||
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 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.
|
||
(2)
|
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.
|
||
(3)
|
The undersigned Registrant agrees to file by Post-Effective Amendment the opinion and consent of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after
receipt of such opinion.
|
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
|
||
By:
|
/s/ Richard Salus
|
|
Richard Salus
Senior Vice President/Chief Financial Officer |
Signature
|
Title
|
Date
|
||
Shawn K. Lytle
|
*
|
President/Chief Executive Officer
|
January 18, 2024
|
|
Shawn K. Lytle
|
(Principal Executive Officer) and Trustee
|
|||
Jerome D. Abernathy
|
*
|
Trustee
|
January 18, 2024
|
|
Jerome D. Abernathy
|
||||
Ann D. Borowiec
|
*
|
Trustee
|
January 18, 2024
|
|
Ann D. Borowiec
|
||||
Joseph W. Chow
|
*
|
Trustee
|
January 18, 2024
|
|
Joseph W. Chow
|
||||
H. Jeffrey Dobbs
|
*
|
Trustee
|
January 18, 2024
|
|
H. Jeffrey Dobbs
|
||||
John A. Fry
|
*
|
Trustee
|
January 18, 2024
|
|
John A. Fry
|
||||
Joseph Harroz, Jr.
|
*
|
Trustee
|
January 18, 2024
|
|
Joseph Harroz, Jr.
|
||||
Sandra A.J. Lawrence
|
*
|
Trustee
|
January 18, 2024
|
|
Sandra A.J. Lawrence
|
||||
Frances A. Sevilla-Sacasa
|
*
|
Trustee
|
January 18, 2024
|
|
Frances A. Sevilla-Sacasa
|
||||
Thomas K. Whitford
|
*
|
Chair and Trustee
|
January 18, 2024
|
|
Thomas K. Whitford
|
||||
Christianna Wood
|
*
|
Trustee
|
January 18, 2024
|
|
Christianna Wood
|
||||
/s/ Richard Salus
|
*
|
Senior Vice President/Chief Financial Officer
|
January 18, 2024
|
|
Richard Salus
|
(Principal Financial Officer)
|
*By: /s/ Richard Salus
|
||||
Richard Salus
|
||||
as Attorney-in-Fact for each of the persons indicated
(Pursuant to Powers of Attorney filed herewith)
|
Exhibit No.
|
Exhibit
|
EX-99.11.a
|
|
EX-99.14.a
|
|
EX-99.14.b
|
|
EX-99.16.a
|