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February 1, 2008
Via EDGAR Transmission and Electronic Mail
James O'Connor
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, D.C. 20549
Re: Delaware Pooled Trust, on behalf of The International Equity Portfolio
and The Labor Select International Equity Portfolio File Nos.
033-40991 and 811-06322
Dear Mr. O'Connor:
On behalf of The International Equity Portfolio and The Labor Select
International Equity Portfolio, each a series of Delaware Pooled Trust (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") conveyed via telephone on January 29, 2008 with respect to the
preliminary proxy statement (the "Proxy Statement") that was filed on January
18, 2008. Each Staff comment is summarized below, followed by the Registrant's
response to the comment.
1. Comment. Provide the phone number for touch-tone voting in the Q&A
section.
Response. The phone number for touch-tone voting varies according to how
the shares are held, i.e., street side or registered side. Individual
shareholders will submit touch-tone votes through a different phone number than
brokers calling to vote on behalf of institutional shareholders. Consequently,
different phone numbers will be generated on the proxy card according to
shareholder. Rather than list multiple phone numbers, the Q&A section refers to
the phone number printed on the shareholder's proxy card.
2. Comment. Insert a cross-reference to the section titled "Expenses and
Proposals" into the second sentence of the section titled "Proxy Solicitation,"
and delete the sentence to this effect later in the paragraph.
Response. The second sentence of the section titled "Proxy Solicitation"
will read as follows: "The cost of this proxy solicitation has been shared as
set forth below under `Expenses of the Proposals.'" In addition, the following
sentence has been removed from the same paragraph: "For allocation of costs, see
discussion below under `Expenses of the Proposals.'"
3. Comment. The sentence on page-v setting forth the proposed new
fundamental policies should include the word `policies' to state: "The proposed
new fundamental policies concerning concentration for each Fund would read as
follows. . . ."
Response. This change will be made.
4. Comment. The restriction in the proposed new fundamental policies should
read "30% of the value of its net assets...", as there is no distinction between
"market or other fair value."
Response. The proposed new fundamental policies now read as follows:
The Portfolio shall not make any investment that will result in the
concentration (as that term might be defined in the 1940 Act, any rule or
order thereunder, or U.S. Securities and Exchange Commission staff
interpretation thereof) of its investments in the securities of issuers all
of which conduct their principal business activities in the same industry,
except the Portfolio may invest up to 30% of the value of its net assets in
the securities of issuers that conduct their principal business activities
in the commercial banking industry. This restriction does not apply to
obligations issued or guaranteed by the U.S. government, its agencies and
instrumentalities, or tax-exempt certificates of deposit.
5. Comment. Is the language "commercial banking industry" too restrictive,
in that it excludes the likes of savings banks, mortgage banks, investment
banks, merchant banks, etc.?
Response. The following language will be added to the discussion of the
Proposal:
Mondrian uses the classification developed by the Global Industry
Classification Standard (GICS) to define the commercial banking industry.
GICS was developed by MSCI Barra, the provider of the MSCI EAFE, and
Standard & Poor's. Under this definition, the commercial banking industry
includes: (1) diversified banks, which are commercial banks whose
businesses are derived primarily from commercial lending operations and
have significant business activity in retail banking and small and medium
corporate lending; and (2) regional banks, whose businesses are generally
derived primarily from commercial lending operations and have significant
business activity in retail banking and small and medium corporate lending.
Commercial banking excludes companies that GICS would classify as thrifts
and mortgage banks, investment banks and brokerages.
* * *
The Registrant acknowledges that: (i) it is responsible for the adequacy of
the disclosure in the Proxy Statement; (ii) Staff comments to the Proxy
Statement, or changes to the Proxy Statement in response to Staff comments
thereto, do not foreclose the SEC from taking any action with respect to the
Proxy Statement; and (iii) the Registrant may not assert Staff comments as a
defense in any proceeding initiated by the SEC under the federal securities laws
of the United States.
In addition, the Registrant acknowledges that the Division of Enforcement
has access to all information that the Registrant has provided to the Staff of
the Division of Investment Management in its review of Proxy Statement.
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.
Sincerely yours,
/s/ Michael D. Mabry
Michael D. Mabry
cc: Kate Williams
