0001450791-09-000032 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Reorganization • May 26th, 2009 • Delaware Group Foundation Funds • Delaware

• Contract Type
  Agreement and Plan of Reorganization
• Filed
  May 26th, 2009
• Company
  Delaware Group Foundation Funds
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), made as of this 17th day of April 2009, by and between Delaware Group Foundation Funds, a statutory trust created under the laws of the State of Delaware, with its principal place of business at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Moderate Allocation Portfolio (“Acquiring Fund”), and Delaware Group Equity Funds I, a statutory trust created under the laws of the State of Delaware, with its principal place of business also at 2005 Market Street, Philadelphia, Pennsylvania 19103, on behalf of its series, Delaware Balanced Fund (“Acquired Fund”).

SCHEDULE B SHAREHOLDER SERVICES AGREEMENT COMPENSATION SCHEDULE EFFECTIVE JUNE 1, 2008 DELAWARE INVESTMENTS FAMILY OF FUNDS

Shareholder Services Agreement • May 26th, 2009 • Delaware Group Foundation Funds

• Contract Type
  Shareholder Services Agreement
• Filed
  May 26th, 2009
• Company
  Delaware Group Foundation Funds

April 17, 2009 Board of Trustees Delaware Group Equity Funds I 2005 Market Street Philadelphia, PA 19103 Board of Trustees Delaware Group Foundation Funds 2005 Market Street Philadelphia, PA 19103

Delaware Group Foundation Funds • May 26th, 2009

• Company
  Delaware Group Foundation Funds
• Filed
  May 26th, 2009

You have requested our opinion concerning certain federal income tax consequences of the reorganization of Acquired Fund (the “Reorganization”), which will consist of: (i) the acquisition by Acquiring Trust, on behalf of Acquiring Fund, of substantially all of the property, assets and goodwill of Acquired Fund in exchange solely for (a) shares of beneficial interest, without par value, of Acquiring Fund – Class A (“Acquiring Fund Class A Shares”), which are voting securities, (b) shares of beneficial interest, without par value, of Acquiring Fund – Class B (“Acquiring Fund Class B Shares”), which are voting securities, (c) shares of beneficial interest, without par value, of Acquiring Fund – Class C (“Acquiring Fund Class C Shares”), which are voting securities, (d) shares of beneficial interest, without par value, of Acquiring Fund – Class R (“Acquiring Fund Class R Shares”), which are voting securities, and (e) shares of beneficial interest, without par value, of Acquiring Fund – Ins