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Stradley Ronon Stevens & Young, LLP
2005 Market Street, Suite 2600
Philadelphia, PA 19103
Telephone 215.564.8000
Fax 215.564.8120
www.stradley.com
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April 28, 2023
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Board of Trustees, Delaware Group Equity Funds IV
Board of Trustees, Delaware Group Equity Funds V
Board of Trustees, Delaware VIP Trust
100 Independence
610 Market Street
Philadelphia, PA 19106
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Agreement and Plan of Reorganization (“Agreement”) adopted as of the 10th day of March, 2023, by and among (i) each of the Delaware Funds
by Macquarie open-end registered investment companies identified as a Target Entity on Exhibit A hereto (each a “Target Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each a “Target Fund”); (ii) each
of the Delaware Funds by Macquarie open-end registered investment companies identified as an Acquiring Entity on Exhibit A hereto (each an “Acquiring Entity”), separately on behalf of its respective series identified on Exhibit A hereto (each
an “Acquiring Fund”); and (iii) Delaware Management Company, a series of Macquarie Investment Management Business Trust (“DMC”)
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Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the
Reorganization, which will consist of: (i) the Acquiring Fund acquiring the Assets and Liabilities of the Target Fund in exchange for the corresponding class or classes of shares (as applicable) of the Acquiring Fund identified on Exhibit A hereto of
equal value to the net assets of the Target Fund being acquired, and (ii) the Target Fund distributing such shares of the Acquiring Fund to shareholders of the corresponding class of the Target Fund, in connection with the liquidation of the Target
Fund, all upon the terms and conditions set forth in the Agreement. Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement.
Philadelphia, PA • Harrisburg, PA • Malvern, PA • Cherry Hill, NJ •
Wilmington, DE • Washington, DC • New York, NY • Chicago, IL
A Pennsylvania Limited Liability Partnership
Board of Trustees, Delaware Group Equity Funds IV
Board of Trustees, Delaware Group Equity Funds V
Board of Trustees, Delaware VIP Trust
April 28, 2023
Page 2
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed
Agreement, adopted as of the 10th day of March, 2023; (b) the Prospectus/Information Statement provided to shareholders of the Target Fund dated January 31, 2023; (c) certain representations concerning the Reorganization made to us by each
Target Entity, on behalf of its respective series identified on Exhibit A hereto, and each Acquiring Entity, on behalf of its respective series identified on Exhibit A hereto (the “Representation Letter”); (d) all other documents, financial and other
reports and corporate minutes we deemed relevant or appropriate; and (f) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
For purposes of this opinion, we have assumed that each Target Fund on the Closing Date of the
Reorganization satisfies, and immediately following the Closing Date of the Reorganization, each 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 each Target Entity, on behalf of its respective series identified on Exhibit A hereto, and for each Acquiring Entity, on behalf
of its respective series identified on Exhibit A hereto, it is our opinion that for federal income tax purposes:
1. The acquisition by the Acquiring Fund of substantially all of the assets of the Target Fund, as provided for in the Agreement, in exchange for Acquiring
Fund shares and the assumption by the Acquiring Fund of all of the liabilities of the Target Fund, followed by the distribution by the Target Fund to its shareholders of the Acquiring Fund shares in complete liquidation of the Target Fund, will
qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Target Fund and the 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 the Target Fund upon the transfer of substantially all of its assets to, and assumption of
its liabilities by, the 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 the Acquiring Fund upon the receipt by it of substantially all of the assets of the Target
Fund in exchange solely for the assumption of the liabilities of the Target Fund and issuance of the Acquiring Fund shares pursuant to Section1032(a) of the Code.
Board of Trustees, Delaware Group Equity Funds IV
Board of Trustees, Delaware Group Equity Funds V
Board of Trustees, Delaware VIP Trust
April 28, 2023
Page 3
4. No gain or loss will be recognized by the Target Fund upon the distribution of the Acquiring Fund shares by
the Target Fund to its shareholders in complete liquidation (in pursuance of the Agreement) pursuant to Section 361(c)(1) of the Code.
5. The tax basis of the assets of the Target Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the
hands of the Target Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
6. The holding periods of the assets of the Target Fund in the hands of the Acquiring Fund will include
the periods during which such assets were held by the Target Fund pursuant to Section 1223(2) of the Code.
7. No gain or loss will be recognized by the shareholders of the Target Fund upon the exchange of all of their
Target Fund shares (including fractional shares to which they may be entitled) for the Acquiring Fund shares pursuant to Section 354(a) of the Code.
8. The aggregate tax basis of the Acquiring Fund shares to be received by each shareholder of the Target Fund
(including fractional shares to which they may be entitled) will be the same as the aggregate tax basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of the Code.
9. The holding period of Acquiring Fund shares received by a shareholder of the Target Fund
(including fractional shares to which they may be entitled) will include the holding period of the Target Fund shares exchanged therefor, provided that the shareholder held Target Fund shares as a capital asset on the date of the exchange
pursuant to Section 1223(1) of the Code.
10. For purposes of Section 381 of the Code, the 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 the Target 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 thereunder.
Notwithstanding anything to the contrary herein, we express no opinion as to the effect of the
Reorganization on the Target Fund, the Acquiring Fund or any Target Fund shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined in Section 1297(a) of the Code or any
contract described in Section 1256(b) of the Code) as to which any unrealized gain or loss is required to be recognized for federal income tax purposes at the end of a taxable year (or on the termination or transfer thereof) regardless of whether
such transfer would otherwise be a non-taxable transaction under the Code.
Board of Trustees, Delaware Group Equity Funds IV
Board of Trustees, Delaware Group Equity Funds V
Board of Trustees, Delaware VIP Trust
April 28, 2023
Page 4
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.
Our opinion is conditioned upon the performance by the Target Fund and the Acquiring Fund, of the
undertakings in the Agreement and the Representation Letter. Except as expressly set forth above, we express no other opinion to any party as to the tax consequences, whether federal, state, local or foreign, with respect to (i) the Reorganization or
any transaction related to or contemplated by such Reorganization (or incident thereto) or (ii) the effect, if any, of the Reorganization on any other transaction and/or the effect, if any, of any such other transaction on the Reorganization.
We hereby consent to the use of this opinion as an exhibit to the registration statement of the
Acquiring Fund on Form N-14, and any amendments thereto, covering the registration of Acquiring Fund shares under the Securities Act of 1933, as amended, to be issued in the Reorganization.
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Very truly yours,
/s/ Stradley Ronon Stevens & Young, LLP
STRADLEY RONON STEVENS & YOUNG, LLP
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EXHIBIT A
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TARGET FUND (AND TARGET SHARE CLASSES) AND TARGET ENTITY
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ACQUIRING FUND (AND SHARE CLASSES) AND ACQUIRING ENTITY
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CLOSING DATE
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Delaware Total Return Fund, a
series of Delaware Group Equity Funds IV
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Delaware Wealth Builder Fund, a series of Delaware Group Equity Funds V
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April 28, 2023
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Class A
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Class A
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--
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Class C
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Institutional Class
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Institutional Class
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--
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Class R
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Class R6
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Class R6
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Delaware VIP Equity Income Series, a series of Delaware VIP Trust
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Delaware VIP Growth & Income Series,
a series of Delaware VIP Trust
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April 28, 2023
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Standard Class
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Standard Class
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Delaware VIP Special Situations Series, a series of Delaware VIP Trust
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Delaware VIP Small Cap Value Series, a series of Delaware VIP Trust
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April 28, 2023
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Standard Class
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Standard Class
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