0001206774-11-000354 Sample Contracts

DELAWARE GROUP EQUITY FUNDS I AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Plan • February 28th, 2011 • Delaware Group Equity Funds I
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FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
Fund Accounting and Financial Administration Oversight Agreement • February 28th, 2011 • Delaware Group Equity Funds I • Pennsylvania

THIS AGREEMENT is made as of the 4th day of January, 2010, (the “Effective Date”) by and between each fund in the Delaware Investments Family of Funds listed on Schedule A (each, a “Fund” and collectively, the “Funds”), having their principal place of business at 2005 Market Street, Philadelphia, PA 19103, and Delaware Service Company, Inc. (“DSC”), a Delaware corporation having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • February 28th, 2011 • Delaware Group Equity Funds I • New York

This AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT is made and effective as of the 22nd day of September, 2009 (the “Effective Date”), 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 THE BANK OF NEW YORK MELLON, successor by operation of law to Mellon Bank, N.A (the "Lending Agent").

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Delaware Group Equity Funds I • February 28th, 2011

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 certain series of Delaware Pooled Trust, Delaware Group Adviser Funds, and Delaware Group Equity Funds I listed below (collectively, the “Funds”), the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Funds’ Class A and Class R shares, so that the Funds’ Rule 12b-1 (distribution) fees with respect to its Class A and Class R shares will not exceed the amounts listed below for the period February 28, 2011 through February 28, 2012.

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Delaware Group Equity Funds I • February 28th, 2011

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 certain series of Delaware Pooled Trust, Delaware Group Adviser Funds, and Delaware Group Equity Funds I listed below (collectively, the “Funds”), 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, the “Excluded Expenses”)) in an aggregate amount equal to the amount by which the Funds’ total operating expenses (excluding any Excluded Expenses) exceed the per

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