AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • February 9th, 2018 • Delaware Group Equity Funds V • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), made as of this 15th day of December, 2017, by and between Delaware Group Equity Funds V, a statutory trust created under the laws of the State of Delaware, with its principal place of business at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Wealth Builder Fund (the "Acquiring Fund"), and Delaware Group Foundation Funds, a statutory trust created under the laws of the State of Delaware, with its principal place of business also at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Foundation Growth Allocation Fund (the "Acquired Fund"). Delaware Management Company, a series of Macquarie Investment Management Business Trust, joins this Agreement solely for purposes of Section 10.
December 15, 2017Delaware Group Equity Funds V • February 9th, 2018
You have requested our opinion as to certain federal income tax consequences of the reorganization (hereinafter referred to as the "Reorganization") of the Acquired Fund, which will consist of: (i) the acquisition by the Acquiring Trust, on behalf of the Acquiring Fund, of all of the property, assets and goodwill of the Acquired Fund in exchange solely for shares of beneficial interest, with no par value, of the corresponding class of shares of the Acquiring Fund identified on Exhibit A to the Agreement ("Acquiring Fund Shares"); (ii) the assumption by the Acquiring Trust, on behalf of the Acquiring Fund, of the liabilities of the Acquired Fund; (iii) the distribution of the Acquiring Fund's shares to the shareholders of shares of the Acquired Fund (the "Acquired Fund Shares"), according to their respective interests in complete liquidation of the Acquired Fund; and (iv) the dissolution of the Acquired Fund as soon as practicable after the closing (hereinafter called the "Closing"), al
