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Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
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Subject:
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Filing on Form N-14 for Delaware Group® Adviser Funds and Delaware Group® Income Funds (File Nos. 333-255169 and 333-255170)
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1.
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Comment: Correct and refile the auditor’s
consents in order to clarify that the N-14 was not filed for the Acquired Funds.
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2.
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Comment: Please state that the
Reorganization of Delaware High-Yield Opportunities Fund is not contingent on the Delaware High-Yield Opportunities Fund merger contained in another N-14.
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3.
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Comment: Confirm that the fee waivers
shown will continue for at least one year following the Reorganizations.
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4.
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Comment: Confirm that no fees will be
recouped after the Reorganizations.
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5.
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Comment: Confirm that the pro forma
expenses shown will not change for Delaware High-Yield Opportunities Fund regardless of whether one or both Delaware High-Yield Opportunities Fund mergers go through.
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6.
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Comment: Add a question and answer on
page 3 under “THE REORGANIZATIONS” describing the amounts of the costs of the Reorganizations and how they will be split.
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7.
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Comment: Confirm whether the costs of
the Reorganizations are included as part of the contractual fee waivers.
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8.
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Comment: Confirm that there are no
plans for portfolio repositioning as part of the Reorganizations.
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9.
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Comment: Revise the Part B to reflect
the recent amendment of Rule 6-11.
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10.
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Comment: Update the capitalization
tables to be as of a date within 30 days of filing.
Response: The requested changes will be made. |
11. |
Comment: Please explain why it is
appropriate to send a combined proxy statement given that the Acquiring Funds are in separate trusts.
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12.
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Comment: Under “THE REORGANIZATIONS –
What am I being asked to vote upon?”, clarify that there are two separate reorganizations being discussed.
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13.
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Comment: Consider adding additional
questions and answers related to the reasons for the Reorganizations; any repositioning; and a comparison of fees and expenses, portfolio managers, boards, and investment managers.
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14.
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Comment: Please clarify that neither
Reorganization is contingent on the other.
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15.
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Comment: On page 4, clarify that the
Board recommends that shareholders vote to approve the Plan for each Acquired Fund.
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16.
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Comment: Add a narrative describing the
comparative risks for each Fund. Move the narrative before the comparison tables for the investment strategies and risks. In the narrative strategy discussion, describe how each Fund defines emerging markets and include a reference to high
yield securities being known as junk bonds. Describe each Fund’s comparative risk/return profile in the risk narrative disclosure. For Funds that invest in bank loans, describe whether such Funds are subject to settlement risk in the
comparative risk narrative.
Response: The requested changes will be made. |
17.
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Comment: Revise the “Portfolio Managers
of the Funds” section to only include the disclosure required by Item 5(b) of Form N-1A.
Response: The requested changes will be made. |
18.
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Comment: In the question and answer
section of the N-14, disclose that the fees for the Delaware Core Plus Bond Fund will decrease as a result of the Reorganization, but that the fees for the Delaware High-Yield Opportunities Fund will increase without the contractual waiver.
Response: The requested changes will be made. |
19.
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Comment: At the beginning of “Choosing a
share class.”, for each Reorganization, note that Acquired Fund shareholders will receive Class R6 shares of the related Acquiring Fund.
Response: The requested changes will be made. |
20. |
Comment: Under the description of “Board
Considerations,” please state whether the Board considered factors that weighed against the approval of the Reorganizations.
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21.
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Comment: Under the description of “Board
Considerations,” state that the Trusts share the same Board.
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22.
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Comment: Under “INFORMATION ABOUT THE
REORGANIZATIONS AND THE PLAN”, please delete the following reference: “however, this summary is qualified in its entirety by reference to the form of Agreement.”
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23.
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Comment: Confirm that the stated
expenses of the Reorganizations are correct under” Who will pay the expenses of the Reorganization?”.
Response: The Registrants confirm that the stated expenses of the Reorganizations should be $100,000 and the Proxy Statement/Prospectus will be revised accordingly. |