0001206774-07-000801 Sample Contracts

THIRD AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Financial Intermediary Distribution Agreement • March 28th, 2007 • Delaware Group Equity Funds v Inc • Pennsylvania

Third Amended and Restated Financial Intermediary Distribution Agreement (the “Agreement”) effective as of the 1st of January, 2007, by and between DELAWARE DISTRIBUTORS, L.P. (“DDLP”), Delaware limited partnership, and LINCOLN FINANCIAL DISTRIBUTORS, INC. (“LFD”), a Connecticut corporation.

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Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Delaware Group Equity Funds v Inc • March 28th, 2007

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Distributors, L.P. (the “Distributor”) agrees that in order to improve the performance of Delaware Dividend Income Fund, Delaware Small Cap Core Fund, and Delaware Small Cap Value Fund (collectively, the “Funds”), which are series of Delaware Group Equity Funds V, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Funds’ Class A Shares and Class R Shares, so that such Funds’ Rule 12b-1 (distribution) fees will not exceed the amounts indicated below for the period April 1, 2007 through March 31, 2008:

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Delaware Group Equity Funds v Inc • March 28th, 2007

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Management Company, a series of Delaware Management Business Trust (the “Manager”), agrees that in order to improve the performance of Delaware Dividend Income Fund and Delaware Small Cap Core Fund (collectively, the “Funds”), which are series of Delaware Group Equity Funds V, the Manager shall waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, short-sale dividend and interest expenses, certain insurance costs ,and non-routine expenses or costs, including but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations [collectively, “non-routine expenses”]) in an aggregate amount equal to the amount by which the Funds’ respective total operating expenses (excluding any 12b-1 plan expenses, taxes,

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