SEC Info - Delaware Group Adviser Funds - ‘N-14’ on 1/18/24

Delaware Group Adviser Funds – ‘N-14’ on 1/18/24 – ‘EX-99’

On: Thursday, 1/18/24, at 10:57am ET · Accession #: 1137439-24-517 · File #: 333-276569

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/18/24 Delaware Group Adviser Funds N-14 14:13M Pietrzykowski Kris… R/FA → Delaware Diversified Income Fund ⇒ Class A (DPDFX) — Class C (DPCFX) — Class R (DPRFX) — Class R6 (DPZRX) — Institutional Class (DPFFX) → Delaware Ivy Core Bond Fund ⇒ Class A (IBOAX) — Class C (IBOCX) — Class I (IVBIX) — Class R (IYBDX) — Class R6 (IBNDX) — Class Y (IBOYX)

Document/Exhibit Description Pages Size 1: N-14 Registration Statement by an Open-End Investment HTML 8.86M Company or Business Development Company (BDC) - Securities for a Merger 2: EX-99 Miscellaneous Exhibit HTML 18K 3: EX-99 Miscellaneous Exhibit HTML 7K 4: EX-99 Miscellaneous Exhibit HTML 7K 5: EX-99 Miscellaneous Exhibit HTML 7K 6: EX-99 Miscellaneous Exhibit HTML 7K 7: EX-99 Miscellaneous Exhibit HTML 7K 8: EX-99 Miscellaneous Exhibit HTML 7K 9: EX-99 Miscellaneous Exhibit HTML 7K 10: EX-99 Miscellaneous Exhibit HTML 7K 11: EX-99 Miscellaneous Exhibit HTML 7K 12: EX-99 Miscellaneous Exhibit HTML 7K 13: EX-99 Miscellaneous Exhibit HTML 7K 14: EX-99 Miscellaneous Exhibit HTML 25K

January 18, 2024

Board of Trustees

Ivy Funds

Delaware Group Adviser Funds

Delaware Group Equity Funds II

610 Market Street

Philadelphia, PA 19106

Re:

Registration Statement on Form N-14

Ladies and Gentlemen:

We have acted as counsel to Ivy Funds, Delaware Group Adviser Funds, and Delaware Group Equity Funds II (each, a “Trust”), each, a Delaware statutory trust, in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form N-14 under the Securities Act of 1933, as amended (the “Registration Statement”). Pursuant to an Agreement and Plan of Reorganization (the “Agreement”), the following Acquiring Funds (each, an “Acquiring Fund”) will assume the assets and liabilities of the corresponding Acquired Fund (each, an “Acquired Fund”), in exchange for shares of the Acquiring Fund (the “Reorganization”), as follows:

Acquired Fund	Acquiring Fund
Delaware High-Yield Opportunities Fund, a series of Delaware Group Income Funds	Delaware Ivy High Income Fund, a series of Ivy Funds
Delaware Ivy Core Bond Fund, a series of Ivy Funds	Delaware Diversified Income Fund, a series of Delaware Group Adviser Funds
Delaware Ivy Accumulative Fund, a series of Ivy Funds	Delaware Ivy Large Cap Growth Fund, a series of Ivy Funds
Delaware Select Growth Fund, a series of Voyageur Mutual Funds III	Delaware Ivy Large Cap Growth Fund, a series of Ivy Funds
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
Delaware Small Cap Growth Fund, a series of Delaware Group Equity Funds IV	Delaware Ivy Small Cap Growth Fund, a series of Ivy Funds
Delaware Ivy Value Fund, a series of Ivy Funds	Delaware Value Fund, a series of Delaware Group Equity Funds II
Delaware Global Equity Fund, a series of Delaware Group Equity Funds IV	Delaware Ivy Global Growth Fund, a series of Ivy Funds
Delaware Global Equity Fund II (previously Delaware Global Value Equity Fund), a series of Ivy Funds	Delaware Ivy Global Growth Fund, a series of Ivy Funds
Delaware International Equity Fund (previously Delaware International Value Equity Fund), a series of Delaware Group Global & International Funds	Delaware Ivy International Core Equity Fund, a series of Ivy Funds
Delaware International Equity Fund II (previously Delaware Ivy International Value Fund), a series of Ivy Funds (name change effective 10/31/23)	Delaware Ivy International Core Equity Fund, a series of Ivy Funds

Board of Trustees

January 18, 2024

Page 2

The purpose of the Registration Statement is to register shares to be issued by each Acquiring Fund in connection with the Reorganization.

We have reviewed the Agreement and Declaration of Trust (“Trust Agreement”), as amended, and the Amended and Restated By-Laws (“By-Laws”) of the Trust, in each case as amended to the date hereof, resolutions adopted by the Trust in connection with the Reorganization, the form of Agreement, which has been approved by each Trust’s Board of Trustees, the Registration Statement and such other legal and factual matters as we have deemed appropriate.

We express no opinion concerning the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of Delaware applicable to trusts formed under the Delaware Statutory Trust Act, as amended, excluding securities or “blue sky” laws of the State of Delaware.

We have assumed the following for purposes of this opinion:

1.	The shares of each Acquiring Fund will be issued in accordance with the corresponding Trust’s Trust Agreement and By-Laws, each as amended to date, the Agreement, and resolutions of the Trust’s Board of Trustees relating to the creation, authorization and issuance of shares and the Reorganization.

2.	The shares of each Acquiring Fund will be issued against payment therefor as described in the Agreement, and that such payment will have been at least equal to the net asset value of such shares.

On the basis of, and subject to the foregoing, we are of the opinion that the shares of each Acquiring Fund to be issued to Acquired Fund shareholders as provided in the Registration Statement and the Agreement are duly authorized, and when issued and paid for upon the terms provided in the Registration Statement and Agreement will be validly issued, fully paid, and non-assessable by the Trust.

Both the Delaware Statutory Trust Act, as amended, and each Trust Agreement provide that shareholders of a Trust shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law, as amended, to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trust’s obligations to the extent that the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. Each Trust Agreement also provides for indemnification out of assets belonging to the Acquiring Fund (or allocable to the applicable class, as defined in the Trust Agreement) for all loss and expense of any shareholder held personally liable for the obligations of the Acquiring Fund or such class. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which an Acquiring Fund or the applicable

Board of Trustees

January 18, 2024

Page 3

class of the Acquiring Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined by a court of competent jurisdiction not to be effective.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement.

	Sincerely yours,

	/s/ *Stradley Ronon Stevens & Young LLP*

This ‘N-14’ Filing

Date

Other Filings

Filed on:

1/18/24

None on these Dates

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Delaware Group Adviser Funds N-14/A 12:15M Pietrzykowski Kris… R/FA 1/19/24 Delaware Group Adviser Funds DEL AM 1/19/24 1:7K Pietrzykowski Kris… R/FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/04/24 Voyageur Mutual Funds III N-CSR 10/31/23 3:616K DG3/FA 1/03/24 Delaware Group Adviser Funds N-CSR 10/31/23 3:1.7M DG3/FA 12/06/23 Delaware Group Equity Funds IV N-CSR 9/30/23 3:2.5M DG3/FA 12/04/23 Delaware Group Equity Funds IV N-CSRS 9/30/23 3:1.4M DG3/FA 12/04/23 Ivy Funds N-CSRS 9/30/23 3:9.8M DG3/FA 11/30/23 Delaware Group Income Funds 485BPOS 11/30/23 29:9.4M Digital Publishi… Inc/FA 11/29/23 Ivy Funds 497 11/29/23 1:14K Pietrzykowski Kris… R/FA 10/27/23 Ivy Funds 485BPOS 10/30/23 21:5.8M Digital Publishi… Inc/FA 9/29/23 Delaware Group Income Funds N-CSR 7/31/23 3:3.2M DG3/FA 9/05/23 Ivy Funds N-CSR 6/30/23 3:1.6M DG3/FA 8/15/23 Delaware Group Equity Funds IV 497 8/15/23 1:38K Pietrzykowski Kris… R/FA 8/15/23 Ivy Funds 497 8/15/23 1:18K Pietrzykowski Kris… R/FA 8/03/23 Delaware Group Equity Funds II N-CSRS 5/31/23 3:620K DG3/FA 8/03/23 Delaware Gp Global & Int’l Funds N-CSRS 5/31/23 3:1.3M DG3/FA 8/03/23 Ivy Funds 497 8/03/23 1:20M DG3/FA 7/28/23 Delaware Group Equity Funds IV 485BPOS 7/31/23 21:6.8M Digital Publishi… Inc/FA 7/28/23 Ivy Funds 485BPOS 7/31/23 21:33M Digital Publishi… Inc/FA 6/12/23 Ivy Funds N-CSR 3/31/23 3:15M DG3/FA 6/09/23 Delaware Group Equity Funds IV N-CSR 3/31/23 3:2.1M DG3/FA 4/03/23 Delaware Group Income Funds N-CSRS 1/31/23 3:3.6M DG3/FA 3/29/23 Delaware Group Equity Funds II 485BPOS 3/30/23 26:4.5M Digital Publishi… Inc/FA 3/29/23 Delaware Gp Global & Int’l Funds 485BPOS 3/30/23 27:6.4M Digital Publishi… Inc/FA 2/28/23 Voyageur Mutual Funds III 485BPOS 2/28/23 27:4.4M Digital Publishi… Inc/FA 2/28/23 Voyageur Mutual Funds III 497 2/28/23 1:13K Pietrzykowski Kris… R/FA 2/27/23 Delaware Group Adviser Funds 485BPOS 2/28/23 29:4.9M Digital Publishi… Inc/FA 2/23/23 Delaware Group Adviser Funds 497 2/23/23 1:80K Pietrzykowski Kris… R/FA 2/06/23 Delaware Group Equity Funds II N-CSR 11/30/22 3:878K DG3/FA 2/06/23 Delaware Gp Global & Int’l Funds N-CSR 11/30/22 3:2.5M DG3/FA 1/27/23 Delaware Group Equity Funds IV 485BPOS 1/30/23 26:8.9M Digital Publishi… Inc/FA 1/05/23 Delaware Group Adviser Funds N-CSR 10/31/22 3:2.6M DG3/FA 1/05/23 Voyageur Mutual Funds III N-CSR 10/31/22 3:793K DG3/FA 11/28/22 Delaware Group Income Funds 485BPOS 11/28/22 29:8.6M Digital Publishi… Inc/FA 2/25/22 Delaware Group Adviser Funds 485BPOS 2/25/22 31:5.3M Digital Publishi… Inc/FA 2/25/21 Delaware Group Adviser Funds 485BPOS 2/26/21 24:7M Digital Publishi… Inc/FA 2/28/20 Delaware Group Adviser Funds 485BPOS 2/28/20 12:5.5M DG3/FA 2/27/19 Delaware Group Adviser Funds 485BPOS 2/28/19 11:5.2M DG3/FA 2/28/18 Delaware Group Adviser Funds 485BPOS 2/28/18 11:5.4M DG3/FA 2/28/17 Delaware Group Adviser Funds 485BPOS 2/28/17 6:4.8M Digital Publishi… Inc/FA 2/25/16 Delaware Group Adviser Funds 485BPOS 2/26/16 8:2.7M DG3/FA 2/27/15 Delaware Group Adviser Funds 485BPOS 2/27/15 9:3.2M DG3/FA 2/28/14 Delaware Group Adviser Funds 485BPOS 2/28/14 12:3.5M DG3/FA 2/28/11 Delaware Group Adviser Funds 485BPOS 2/28/11 6:2.7M DG3/FA 2/26/10 Delaware Group Adviser Funds 485BPOS 2/28/10 1:2.6M DG3/FA 12/30/09 Delaware Group Adviser Funds 485APOS¶ 10:3.4M Pietrzykowski Kris… R/FA 2/27/09 Delaware Group Adviser Funds 485BPOS 2/27/09 9:3.3M DG3/FA 2/20/08 Delaware Group Adviser Funds 485BPOS 2/20/08 9:455K Pietrzykowski Kris… R/FA 9/24/07 Delaware Group Adviser Funds N-14¶ 14:529K Pietrzykowski Kris… R/FA 2/22/06 Delaware Group Adviser Funds 485BPOS 2/28/06 11:961K Pietrzykowski Kris… R/FA 10/16/03 Delaware Group Adviser Funds N-14 11:408K St Ives Financial/FA 12/28/01 Delaware Group Adviser Funds 485BPOS 12/28/01 8:636K St Ives Financial/FA 11/22/99 Delaware Group Adviser Funds 485BPOS 11/23/99 11:252K St Ives Financial/FA

Delaware Group Adviser Funds – ‘N-14’ on 1/18/24 – ‘EX-99’

On: Thursday, 1/18/24, at 10:57am ET · Accession #: 1137439-24-517 · File #: 333-276569

Previous ‘N-14’: ‘N-14/A’ on 5/19/21 · Next & Latest: ‘N-14/A’ on 3/1/24 · 53 References:

Registration Statement by an Open-End Investment Company or Business Development Company (BDC) – Securities for a Merger — Form N-14 — ICA’40

Filing Table of Contents

‘EX-99’ — Miscellaneous Exhibit

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

2 Subsequent Filings that Reference this Filing

51 Previous Filings that this Filing References

Delaware Group Adviser Funds – ‘N-14’ on 1/18/24 – ‘EX-99’

On: Thursday, 1/18/24, at 10:57am ET · Accession #: 1137439-24-517 · File #: 333-276569

Registration Statement by an Open-End Investment Company or Business Development Company (BDC) – Securities for a Merger — Form N-14 — ICA’40Filing Table of Contents

‘EX-99’ — Miscellaneous Exhibit

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein

2 Subsequent Filings that Reference this Filing

51 Previous Filings that this Filing References

Registration Statement by an Open-End Investment Company or Business Development Company (BDC) – Securities for a Merger — Form N-14 — ICA’40

Filing Table of Contents