October 11, 2017

Christina DiAngelo Fettig

Jaea Hahn

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Re:	Delaware Group Equity Funds V N-14 Prospectus/Information Statement

Dear Ms. Fettig and Ms. Hahn:

On behalf of Delaware Group Equity Funds V (the "Registrant"), the following are the Registrant's responses to the comments of the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "SEC") communicated telephonically with respect to the Registrant's registration statement on Form N-14 (the "Registration Statement") relating to the proposed reorganization of Delaware Foundation Growth Allocation Fund (the "Acquired Fund"), a series of Delaware Group Foundation Funds, into the Delaware Wealth Builder Fund (the "Acquiring Fund"), a series of the Registrant.  The Registration Statement was filed with the SEC on September 7, 2017 under Rule 488 ("Rule 488") under the Securities Act of 1933, as amended. Each Staff comment is summarized below, followed by the Registrant's response to the comment.

Response: The Registration Statement will be revised to indicate that the Acquiring Fund will be the accounting survivor.  

Response: The Registrant respectfully declines to add a chart or graph showing portfolio composition of the Funds as of a specific date. The Acquired Fund is a multi-asset target risk

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strategy that uses an active allocation in determining portfolio construction. The Acquiring Fund similarly uses a multi-asset strategy that draws from in-house expertise across teams. Because of the active allocation process used by the two Funds, and the fact that each Fund's investment across asset classes varies over time according to market conditions and other investment considerations, a portfolio composition snapshot would not be a useful indicator of future portfolio holdings.

Response: A statement that the Acquiring Fund's portfolio managers will continue to manage the Fund after the reorganization will be added to the Registration Statement.

Response: The Registrant confirms that the fees presented in the Registration Statement represent the current fees in conformance with Item 3 of Form N-14.

Response: The other expenses have not been restated. The Registration Statement will be revised accordingly.

Response: The Acquiring Fund does not currently have an investment advisory fee waiver. In connection with the reorganization, DMC has agreed to contractually waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations) in order to prevent total annual fund operating expenses from exceeding 0.90% of the combined Fund's average daily net assets for a year following the closing of the transaction. The transaction is expected to close on Dec. 15, 2017.

Response: The requested change will be made.

 

 

Response: The Registrant confirms that the investment advisory fee waiver for the Acquiring Fund is only reflected in the Expense Example through the waiver period and will add a related reference to the Registration Statement.

Response: The Registrant respectfully declines to change the Acquiring Fund's primary benchmark. The benchmarks presented in the Registration Statement match the benchmarks presented in the currently effective summary and statutory prospectuses for the Acquiring Fund. The portfolio managers of the Acquiring Fund believe that the 60% S&P 500^® Index / 40% Bloomberg Barclays U.S. Aggregate Index blended benchmark most accurately reflects the nature of the underlying securities held by the Acquiring Fund. The Acquiring Fund's benchmark is not being considered or changed as part of the reorganization.

Response: The Registrant will ensure that the comparative language in the Registration Statement is consistent and correct throughout.

Response: The Registrant has confirmed the accuracy of the statements in the Registration Statement and has made revisions to the Registration Statement to provide more clarity. A comparison between the current Funds' prospectuses and the pro forma in the N-14 show that the reorganization will result in lower management fees (before waivers, as applicable) for both Acquired Fund and Acquiring Fund shareholders on account of investment advisory fee breakpoints given the respective amounts of assets under management.

Response: The Registration Statement and Agreement and Plan have been reviewed and revised to accurately reflect the apportionment of the costs of the reorganization. The reorganization expenses will be evenly split between the Acquired Fund, the Acquiring Fund, and DMC because all parties are anticipated to benefit from the reorganization.

 

Response: The Registrant confirms that there will not be any repositioning of Acquired Fund securities in preparation for the reorganization.

Response: The requested changes will be made.

Response: The requested changes will be made.

Response: The investment policies of the Funds do not differ to a material extent. The requested statement about the fees and expenses will be added.

Response: The Registrant respectfully declines this comment. This paragraph lays out the precise terms of the reorganization and was written to be as straightforward as possible.

Response: The investment objectives, investment strategies, restrictions, and risks included in this section conforms to the discussions in the Funds' prospectuses and SAIs. The prospectus and SAI disclosure is not being revised or changed as part of the reorganization.  The Registrant, however, will add sub-headings to this section and reorganize the related disclosure to attempt to allow for more direct comparison, as requested.

Response: The language in question is taken directly from the Acquiring Fund's prospectus, which is not being revised as part of the reorganization. The Registrant believes that

 

the prospectus adequately describes the Fund's investment strategies and respectfully declines this comment.

Response: The language in question is taken directly from the Acquired Fund's prospectus, which is not being revised as part of the reorganization. The Registrant believes that the prospectus adequately describes the Fund's investment strategies and respectfully declines this comment.

Response: The language in question is taken directly from the Acquiring Fund's prospectus, which is not being revised as part of the reorganization. Therefore, the Registrant respectfully declines this comment.

22.         Comment: Be consistent with the defined terms used in the Registration Statement and do not repeat the definitions.

            Response: Given the large size of the N-14, some definitions had been repeated for clarity. However, the requested changes will be made where applicable.

Response: The Registrant will reorganize the investment strategy comparative section and add sub-headings in order to aid shareholders' comprehension.

Response: The language provided in the N-14 was taken directly from the Acquired Fund's and Acquiring Fund's prospectuses, which are not being revised as part of the reorganization. The Registrant respectfully declines this comment.

Response: The requested changes will be made.

Response: The Registrant believes that it has complied with Item 3(c) of Form N-14, in that it included, in narrative form, all of the risks disclosed in each Fund's prospectus, to allow for a complete and thorough comparison between the Funds. In addition, the Registrant provided a comparative table listing the risks disclosed in each Fund's prospectus. The prospectus disclosure differs somewhat between the Funds because the Funds were created with differing strategies and portfolio management teams at different times. The Registrant is not revising its prospectus disclosure as part of the reorganization and believes that presenting shareholders with the relevant prospectus disclosure is the most effective and appropriate way to educate shareholders about the Funds. The Registrant, however, will attempt to reorganize the principal risk comparative section and add sub-headings in order to aid shareholders' understanding of the similarities and differences between the Funds.

Response: The requested language will be added.

Response: The requested changes will be made.

Response: The risk descriptions are taken directly from the Funds' prospectuses, which are not being revised as part of the reorganization. The Acquired Fund's prospectus refers to fixed income risk, which includes a description of credit-related risk.  Accordingly, the Registrant believes that the analysis on page 7 of the Registration Statement is appropriate as drafted. Consistent with the response to Comment 28 above, however, the Registrant will line up similar/related risks. In addition, the credit risk disclosure provided is taken directly from the Acquiring Fund's prospectus, which includes a separate stand-alone high yield (junk bond) risk that the Registrant believes is appropriate.

Response: The language provided in the N-14 was taken directly from the Acquired Fund's and Acquiring Fund's prospectuses, which are not being revised as part of the reorganization. The Registrant respectfully declines to accept this comment.

Response: The related reference will be added.

Response: The Registrant declines to delete the reference to municipalities. The Acquiring Fund may invest up to 50% of its assets in debt securities, which may include municipal bonds.

Response: Industry risk is listed for the Acquiring Fund because the Fund has historically had greater investments in financial services and manufacturing. The Fund has not, however, concentrated in these sectors.

Response:  The Registrant believes this disclosure is appropriate because the Acquiring Fund does invest in derivatives.  The Registrant, therefore, respectfully declines to revise this language.

Response: This language was designed to cover circumstances in which a fund invests in a direct loan which may not be technically considered a security. The language provided in the N-14 was taken directly from the Funds' prospectuses, which are not being revised as part of the reorganization. The Registrant believes this language is appropriate and respectfully declines to accept this comment.

 

Response:  The ability of the Acquiring Fund to invest in loans and other indebtedness relates to its strategy of seeking out income generating investments including both equity and debt securities.

In addition, unrealized appreciation on investments, foreign currency transactions and derivatives for the Acquired Fund was $11,836,300 for the annual period ending March 31, 2017. Unrealized appreciation on investments, foreign currency transactions and derivatives for the Acquiring Fund was $15,425,100 for the annual period ending November 30, 2016.

Response: The requested change will be made.

Response: Mr. Zenouzi has managed the Acquiring Fund since 2006 and the Acquired Fund since 2008. A related reference will be added to the Registration Statement.

Response: No, JSP will not serve as the sub-advisor for the merged fund. After the reorganization, the Acquiring Fund will continue to be managed as it has been historically. The Registrant will add a clarifying statement to this effect on pages 9 and 18 of the Registration Statement.

 

Response: No, the fee waivers cannot be recouped.

Response: The Registrant will revise the Registration Statement to include this reference earlier.

Response: The  requested change will be made.

Response: The requested changes will be made to reflect that the Board considered alternatives to the reorganization, including the potential liquidation of the Acquired Fund.

Please do not hesitate to contact me at the above number if you have any questions or wish to discuss any of the responses presented above.

cc:	Cori Daggett

  Macquarie Investment Management