SecProbe.io

CORRESP
1
filename1.htm

            Stradley Ronon Stevens & Young, LLP

            2005 Market Street, Suite 2600

            Philadelphia, PA 19103

            Telephone: 215-564-8000

            Fax: 215-564-8120

    E. Taylor Brody

    ebrody@stradley.com

    215-564-8071

    February 22, 2024

    Filed via EDGAR

    Mr. Alberto Zapata

    Mr. David Manion

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, DC 20549

          Subject:

            Filing on Form N-14 for Delaware Group Limited-Term Government Funds (File No. 333-276572)

    Dear Mr. Zapata and Mr. Manion:

    On behalf of Delaware Group Limited-Term Government Funds (the “Registrant”), submitted herewith under the EDGAR
      system, are the responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) that you communicated with regard to the Registrant’s Proxy Statement/Prospectus Form N-14 (the “Proxy Statement/Prospectus”).  The Proxy Statement/Prospectus was filed as part of the proposed
        reorganization of Delaware Ivy Government Securities Fund, a series of Ivy Funds, into Delaware Limited-Term Diversified Income Fund, a series of the Registrant.

    Each comment from the Staff is summarized below, followed by the Registrant’s response to the comment.  Terms not
      defined herein shall have the meaning set forth for that term in the Proxy Statement/Prospectus.

    Accounting Comments

          1.

            Comment: On page 2 of the Proxy Statement/Prospectus, please ensure that the
              most recent prospectus for each Fund is included (with corresponding hyperlink).

    Response: The requested changes will be made.

            2.

              Comment: Please confirm the most recent fee and expense information for the
                Funds has been used to prepare the fee and expense tables.

      Response: The Registrant confirms that the
        fee and expense tables included in the Proxy Statement/Prospectus reflect the most recent fee and expense information for the Funds.

          3.

            Comment: Please confirm that no portfolio repositioning is anticipated as
              part of the reorganization outside of each Fund’s normal investment activities. If repositioning is anticipated, please disclose in the Proxy Statement/Prospectus the estimated level of repositioning and the anticipated tax impact of such
              repositioning on Fund shareholders (e.g., approximate percentage of securities to be sold, anticipated realized gains/losses, potential distributions, and whether the Fund can utilize any capital loss carryforwards to offset gains).

    Response: After further analysis, the Registrant
      confirms that no portfolio repositioning is anticipated as part of the reorganization outside of each Fund’s normal investment activities. The Registrant will revise the Proxy Statement/Prospectus accordingly.

          4.

            Comment: Please update the capitalization tables to reflect information as of
              a more recent date.

    Response: The capitalization tables will be
      updated as requested.

          5.

            Comment: Please include in the capitalization tables information for the
              Acquiring Fund share classes that are not involved in the reorganization.

    Response: The requested changes will be made.

          6.

            Comment: Please add the estimated costs of the reorganization to the relevant
              footnote to the capitalization tables.

    Response: The requested changes will be made.

          7.

            Comment: The Acquired Fund and Acquiring Fund have different Class A sales
              charges. Please disclose in the lead-in to the fee table information that the combined Acquiring Fund will have an upfront sales charge for Class A that is different from that of the Acquired Fund.

    Response: The requested changes will be made.

          8.

            Comment: In the section “More Information About the Funds — Additional
              Information,” please ensure that the most recent registration statement and/or shareholder report for each Fund is included (with corresponding hyperlink), as applicable.

    Response: The requested changes will be made.

          9.

            Comment: In the Statement of Additional Information, please review that the
              filing dates and accession numbers provided for the documents incorporated by reference are correct.

      Response: The Registrant will review and make any necessary changes.

    Legal Comments

          10.

            Comment: The Proxy Statement/Prospectus describes that the shareholder
              meeting will be held via live webcast. Please explain supplementally which state law or bylaw provision provides for shareholder meetings to be held via live webcast.

    Response: The Registrant
      is organized as a Delaware statutory trust. Although the Registrant’s Agreement and Declaration of Trust and By-laws are silent regarding the
      ability to hold a virtual shareholder meeting, existing provisions of the Delaware Statutory Trust Act (the “DSTA”) provide authority for holding a virtual shareholder meeting. Section 3806(f) of the DSTA provides that: “Unless otherwise provided in
      the governing instrument of a statutory trust, meetings of beneficial owners may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and
      participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.”

          11.

            Comment: In the section comparing the Funds’ fundamental investment
              restrictions, consider mapping the Acquired Fund’s restriction to the corresponding restriction of the Acquiring Fund.

    Response: The requested
      changes will be made.

          12.

            Comment: Following the table under “What is the historical portfolio turnover
              of each of the Funds?”, it states that higher portfolio turnover due to sale of portfolio securities in connection with the repositioning of Acquired Fund assets should be expected for the Reorganization. Please include more specific
              disclosure around the anticipated impact on shareholders of such repositioning.

    Response: As noted in
      response to Comment 3 above, the Registrant has revised the Proxy Statement/Prospectus to reflect that no portfolio repositioning is anticipated as part of the reorganization outside of each Fund’s normal investment activities.

          13.

            Comment: In the section “Who manages the Funds?”, please provide the
              Manager’s assets under management as of a more recent date.

    Response: The requested
      changes will be made.

          14.

            Comment: Consider moving the section “Reasons for the Reorganization” up in
              the Proxy Statement/Prospectus so shareholders can obtain this information earlier.

    Response: The requested
      changes will be made.

          15.

            Comment: In the section “Reasons for the Reorganization,” it states that the
              Boards considered potential increased distribution attention due to the reduced number of substantially similar Funds (within the Delaware Funds by Macquarie complex) and increased Fund sizes. Please revise this to be in plain English.

    Response: The requested
      changes will be made.

          16.

            Comment: In the section “Reasons for the Reorganization,” it states that the
              Boards considered potential other benefits as described by DMC. Please describe what such other benefits are.

    Response: The requested
      changes will be made.

          17.

            Comment: On the signature page, please clarify who is signing the
              registration statement as principal accounting officer or comptroller.

    Response: The requested
      changes will be made.

    * * * * *

    Please do not hesitate to contact me at (215) 564-8071 if you have any questions or wish to discuss any of the
      responses presented above.

    Very truly yours,

    /s/ Taylor Brody

    Taylor Brody