EX-99.12.a
[GRAPHIC OMITTED]
Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone 000.000.0000
Fax 000.000.0000
xxx.xxxxxxxx.xxx
February 8, 2008
Board of Trustees
Delaware Group Equity Funds IV, a
Delaware statutory trust
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Board of Trustees
Delaware Group Adviser Funds, a
Delaware statutory trust
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Re: Agreement and Plan of Reorganization (the "Agreement") entered
into on February 8, 2008, by and between Delaware Group Equity
Funds IV, a Delaware statutory trust ("Acquired Trust"), on
behalf of its series, Delaware Large Cap Growth Fund ("Acquired
Fund"), and Delaware Group Adviser Funds, a Delaware statutory
trust ("Acquiring Trust"), on behalf of its series, Delaware U.S.
Growth Fund ("Acquiring Fund")
Ladies and Gentlemen:
You have requested our opinion concerning certain federal income tax
consequences of the reorganization of Acquired Fund (the "Reorganization"),
which will consist of: (i) the acquisition by Acquiring Trust, on behalf of
Acquiring Fund, of substantially all of the property, assets and goodwill of
Acquired Fund in exchange solely for (a) shares of beneficial interest, without
par value, of Acquiring Fund - Class A ("Acquiring Fund Class A Shares"), which
are voting securities, (b) shares of beneficial interest, without par value, of
Acquiring Fund - Class B ("Acquiring Fund Class B Shares"), which are voting
securities, (c) shares of beneficial interest, without par value, of Acquiring
Fund - Class C ("Acquiring Fund Class C Shares"), which are voting securities,
(d) shares of beneficial interest, without par value, of Acquiring Fund -
Institutional Class ("Acquiring Fund Institutional Class Shares" and
collectively with the Acquiring Fund Class A Shares, Acquiring Fund Class B
Shares, and Acquiring Fund Class C Shares, the "Acquiring Fund Shares"), which
are voting securities; (ii) the distribution of (a) Acquiring Fund Class A
Shares to the holders of Acquired Fund - Class A Shares ("Acquired Fund Class A
Shares"), (b) Acquiring Fund Class B Shares to the holders of Acquired Fund -
Class B Shares ("Acquired Fund Class B Shares"), (c) Acquiring Fund Class C
Shares to the
Board of Trustees, Delaware Group Equity Funds IV, a Delaware statutory trust
Board of Trustees, Delaware Group Adviser Funds, a Delaware statutory trust
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holders of Acquired Fund - Class C Shares ("Acquired Fund Class C Shares"), (d)
Acquiring Fund Institutional Class Shares to the holders of Acquired Fund -
Institutional Class Shares ("Acquired Fund Institutional Class Shares" and
collectively with the Acquired Fund Class A Shares, Acquired Fund Class B
Shares, and Acquired Fund Class C Shares, the "Acquired Fund Shares"), according
to their respective interests in complete liquidation of Acquired Fund; and
(iii) the dissolution of Acquired Fund as soon as is practicable after the
closing (the "Closing"), all upon and subject to the terms and conditions of the
Agreement.
In rendering our opinion, we have reviewed and relied upon: (a) a copy of
the executed Agreement; (b) the proxy materials provided to shareholders of
Acquired Fund in connection with a Special Shareholders' Meeting of Acquired
Fund held on January 25, 2008; (c) certain representations concerning the
Reorganization made to us by Acquired Trust and Acquiring Trust in a letter
dated February 8, 2008 (the "Representation Letter"); (d) all other documents,
financial and other reports and corporate minutes we deemed relevant or
appropriate; and (e) such statutes, regulations, rulings and decisions as we
deemed material in rendering this opinion. All capitalized terms used herein,
unless otherwise defined, are used as defined in the Agreement.
For purposes of this opinion, we have assumed that Acquired Fund, on the
Closing of the Reorganization, satisfies, and immediately following the Closing
of the Reorganization, Acquiring Fund will continue to satisfy, the requirements
of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
for qualification as regulated investment companies.
Based on the foregoing, and provided the Reorganization is carried out in
accordance with the applicable laws of the State of Delaware, the terms of the
Agreement and the statements in the Representation Letter for Acquired Fund and
Acquiring Fund, it is our opinion that:
1. The acquisition by Acquiring Fund of substantially all of the
assets of Acquired Fund as provided for in the Agreement in exchange solely for
Acquiring Fund Shares, followed by the distribution by Acquired Fund to its
shareholders of Acquiring Fund Shares in complete liquidation of Acquired Fund,
will qualify as a reorganization within the meaning of Section 368(a)(1) of the
Code, and Acquired Fund and Acquiring Fund each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the
transfer of substantially all of its assets to Acquiring Fund in exchange solely
for Acquiring Fund Shares pursuant to Section 361(a) and Section 357(a) of the
Code.
3. No gain or loss will be recognized by Acquiring Fund upon the
receipt by it of substantially all of the assets of Acquired Fund in exchange
solely for Acquiring Fund Shares pursuant to Section 1032(a) of the Code.
Board of Trustees, Delaware Group Equity Funds IV, a Delaware statutory trust
Board of Trustees, Delaware Group Adviser Funds, a Delaware statutory trust
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4. No gain or loss will be recognized by Acquired Fund upon the
distribution of Acquiring Fund Shares to its shareholders in complete
liquidation of Acquired Fund (in pursuance of the Agreement) pursuant to Section
361(c)(1) of the Code.
5. The basis of the assets of Acquired Fund received by Acquiring Fund
will be the same as the basis of these assets to Acquired Fund immediately prior
to the exchange pursuant to Section 362(b) of the Code.
6. The holding period of the assets of Acquired Fund received by
Acquiring Fund will include the period during which such assets were held by
Acquired Fund pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of Acquired
Fund upon the exchange of their Acquired Fund Shares for Acquiring Fund Shares
(including fractional shares to which they may be entitled), pursuant to Section
354(a) of the Code.
8. The basis of Acquiring Fund Shares received by the shareholders of
Acquired Fund (including fractional shares to which they may be entitled) will
be the same as the basis of Acquired Fund Shares exchanged therefor pursuant to
Section 358(a)(1) of the Code.
9. The holding period of Acquiring Fund Shares received by the
shareholders of Acquired Fund (including fractional shares to which they may be
entitled) will include the holding period of Acquired Fund Shares surrendered in
exchange therefor, provided that Acquired Fund Shares were held as a capital
asset on the Closing Date of the Reorganization pursuant to Section 1223(1) of
the Code.
10. Acquiring Fund will succeed to and take into account, as of the
date of the transfer as defined in Section 1.381(b)-1(b) of the income tax
regulations issued by the United States Department of the Treasury (the "Income
Tax Regulations"), the items of Acquired Fund described in Section 381(c) of the
Code, subject to the conditions and limitations specified in Sections 381, 382,
383 and 384 of the Code and the Income Tax Regulations.
Our opinion is based upon the Code, the applicable Income Tax Regulations,
the present positions of the Internal Revenue Service (the "Service") as are set
forth in published revenue rulings and revenue procedures, present
administrative positions of the Service, and existing judicial decisions, all of
which are subject to change either prospectively or retroactively. We do not
undertake to make any continuing analysis of the facts or relevant law following
the date of the Reorganization.
Board of Trustees, Delaware Group Equity Funds IV, a Delaware statutory trust
Board of Trustees, Delaware Group Adviser Funds, a Delaware statutory trust
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Our opinion is conditioned upon the performance by Acquired Trust, on
behalf of Acquired Fund, and Acquiring Trust, on behalf of Acquiring Fund, of
their undertakings in the Agreement and the Representation Letter. Our opinion
is limited to the transactions incident to the Reorganization described herein,
and no opinion is rendered with respect to (i) any other transaction or (ii) the
effect, if any, of the Reorganization (and/or the transactions incident thereto)
on any other transaction and/or the effect, if any, of any such other
transaction on the Reorganization.
This opinion is being rendered to Acquiring Fund and Acquired Fund, and may
be relied upon only by such funds and the shareholders of each. We hereby
consent to the use of this opinion as an exhibit to the Registration Statement
of Acquiring Fund on Form N-14, and any amendments thereto, covering the
registration of the shares of Acquiring Fund under the Securities Act of 1933,
as amended, to be issued in the Reorganization.
Very truly yours,
XXXXXXXX RONON XXXXXXX & XXXXX, LLP
/s/XXXXXXXX RONON XXXXXXX & XXXXX, LLP
