Registration Statement by an Open-End Investment Company (Business Combination) — Form N-14 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: N-14 Registration Statement by an Open-End Investment HTML 239K
Company (Business Combination)
14: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 3K
2: EX-99.1 Amendment HTML 10K
8: EX-99.11 Miscellaneous Exhibit HTML 10K
9: EX-99.13 Servicing Schedule HTML 10K
10: EX-99.14 Consent HTML 7K
11: EX-99.16 Power of Attorney HTML 41K
12: EX-99.17 Code of Ethics HTML 35K
13: EX-99.17 Code of Ethics HTML 15K
3: EX-99.2 Bylaws HTML 59K
4: EX-99.6 Miscellaneous Exhibit HTML 10K
5: EX-99.7 Miscellaneous Exhibit HTML 8K
6: EX-99.9 Custody HTML 218K
7: EX-99.9 Securities Lending HTML 155K
EX-99.11.a
STRADLEY RONON
ATTORNEYS AT LAW
[GRAPHIC OMITTED]
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA19103-7098
Telephone: (215) 564-8000
September 24, 2007
Board of Trustees
Delaware Group Adviser Funds
2005 Market Street
Philadelphia, PA19103
Subject: Registration Statement on Form N-14
Ladies and Gentlemen:
We have acted as counsel to Delaware Group Adviser Funds, a Delaware
statutory trust (the "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 (the "Registration Statement") under the
Securities Act of 1933, as amended. The purpose of the Registration Statement is
to register shares to be issued in connection with the acquisition of
substantially all of the assets of Delaware Large Cap Growth Fund, a series of
Delaware Group Equity Funds IV, by and in exchange for Class A, Class B, Class
C, Class R and Institutional Class shares (the "Shares") of Delaware U.S. Growth
Fund (the "Acquiring Fund"), a series of the Trust (the "Transaction").
We have reviewed the Trust's Agreement and Declaration of Trust, By-laws
and resolutions adopted by the Trust's Board of Trustees in connection with the
Transaction, as well as such other legal and factual matters as we have deemed
appropriate.
This opinion is based exclusively on the provisions of the Delaware
Statutory Trust Act governing the issuance of the shares of the Trust, and does
not extend to the securities or "blue sky" laws of the State of Delaware or
other States.
We have assumed the following for purposes of this opinion:
1. The Shares of the Acquiring Fund will be issued in accordance with the
Trust's Agreement and Declaration of Trust, By-laws and resolutions of the
Trust's Board of Trustees relating to the creation, authorization and issuance
of shares.
2. The Shares will be issued against payment therefor as described in the
Proxy Statement/Prospectus and Statement of Additional Information relating
thereto included in the Registration Statement, and that such payment will have
been at least equal to the net asset value.
On the basis of the foregoing, it is our opinion that, when issued and paid
for upon the terms provided in the Registration Statement, the Shares to be
issued pursuant to the Registration Statement will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement.
Very truly yours,
STRADLEY RONON STEVENS & YOUNG, LLP
BY: /s/ Kristin H. IvesKristin H. Ives, a Partner
