0001206774-07-002061 Sample Contracts

THIRD AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Financial Intermediary Distribution Agreement • August 28th, 2007 • Voyageur Mutual Funds Iii /Mn/ • 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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FORM OF MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
And Services Agreement • August 28th, 2007 • Voyageur Mutual Funds Iii /Mn/ • Pennsylvania

THIS AGREEMENT, effective as of the __ day of ___, 2007, and is by and between each investment company listed on Appendix D (referred to herein individually as the “Fund” and collectively, as the “Funds”) and MELLON BANK, N.A. (referred to herein as the “Custodian”) a national banking association with its principal place of business at One Mellon Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258. As a matter of administrative convenience, this Agreement is entered into by and between the Custodian and multiple Funds, each on behalf of their respective Series (as hereinafter defined). Nevertheless, this Agreement shall be construed to constitute a separate Agreement between each such Fund, on behalf of its Series, and the Custodian. As such, the term Fund is used in the singular herein.

AMENDMENT I TO SCHEDULE I OF THE DISTRIBUTION AGREEMENT
Distribution Agreement • August 28th, 2007 • Voyageur Mutual Funds Iii /Mn/
FORM OF SECURITIES LENDING AUTHORIZATION
Voyageur Mutual Funds Iii /Mn/ • August 28th, 2007 • Pennsylvania

This Agreement (this “Agreement”) made as of the ___ day of ___, 2007, by and between each investment company listed on Schedule 1 attached hereto (referred to herein, individually, as a “Client” and, collectively, as the “Clients”) on behalf of one or more of its series funds listed below such investment company on Schedule 1 attached hereto (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”), and MELLON BANK, N.A. (referred to herein as the “Lending Agent”). As a matter of administrative convenience, this Agreement is entered into by and between the Lending Agent and multiple Clients, each on behalf of their respective Funds. Nevertheless, this Agreement shall be construed to constitute a separate Agreement between each Client on behalf of its Funds and the Lending Agent.

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Voyageur Mutual Funds Iii /Mn/ • August 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 Select Growth Fund (the "Fund"), which is a series of Voyageur Mutual Funds III, 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 Fund’s total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, sho

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