Law Offices
Stradley Ronon Stevens & Young, LLP
1220 19th Street, N.W., Suite 600
Washington, DC 20036
202.822.9611
Prufesh R. Modhera, Esq.
Direct Dial - (202) 419-8417
pmodhera@stradley.com
October 23, 2007
VIA Edgar
Mary Cole
Christina DiAngelo
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Delaware Group Adviser Funds - Registration Statement on Form N-14
(File No. 333-146274)
Dear Ms. Cole and Ms. DiAngelo:
We are responding to your comments, provided via telephone on October 10, 2007
to the above-captioned registration statement (the "Registration Statement")
filed by Delaware Group Adviser Funds (the "Trust") on September 24, 2007. Each
of your comments and our response to each comment is set forth below.
In connection with our responses to your comments, we acknowledge, on behalf of
the Trust, that:
o The Trust is responsible for the adequacy and accuracy of the
disclosure in the Registration Statement;
o Staff comments to or changes to disclosure in response to Staff
comments to the Registration Statement do not foreclose the Securities
and Exchange Commission ("SEC") from taking any action with respect to
the Registration Statement; and
o The Trust may not assert Staff comments as a defense in any proceeding
initiated by the SEC under the federal securities laws of the United
States with respect to the Registration Statement.
1. Please file powers of attorney that are specific to the Registration
Statement as required by Rule 483(b) of the Securities Act of 1933.
Response: We will file the requested powers of attorney in Pre-Effective
Amendment No. 1 to the Registration Statement, which will be filed on
October 23, 2007.
2. Footnote 2 to the Fee Tables indicates that the waiver is voluntary. If
that is the case, the waiver cannot be shown in the Fee Table, but rather
must be included in a footnote.
Response: We have removed the voluntary waiver from the Fee Table and
instead have included the Net Expense after such voluntary waiver in a
footnote to the Fee Table.
3. The introductory text preceding the Expense Examples should include
language that the figures take into account any contractual fee waivers
that are in existence during the applicable time periods shown.
Response: We note that the requested language is already included in
footnote 1 to the Expense Example tables. That footnote includes the
following language: "This example reflects the net operating expenses with
the contractual fee waivers and expense limits for the periods during which
such waivers and expense limits are in effect and the total operating
expenses without fee waivers and expense limits thereafter." We believe the
aforementioned language already addresses your comment.
4. Please include in the Registration Statement capitalization figures that
are more up to date.
Response: We have now included capitalization figures as of September 30,
2007 rather than April 30, 2007.
***
Should you have any questions or concerns regarding any of the above, please
contact me at (202) 419-8417.
Best Regards,
/s/ Prufesh R. Modhera
Prufesh R. Modhera, Esq.
cc: David F. Connor
Kristin H. Ives
Bruce G. Leto
Emilia P. Wang
