Common use of Fund Clause in Contracts

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth below: (a) Sale of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non-recurring fee equal to: (A) 45% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is $3.75 billion or less; or (B) 50% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth below: (a) Sale of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non-non- recurring fee equal to: (A) 45% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is $3.75 billion or less; or (B) 50% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. DDLP and LFD shall mutually agree from time to time which party shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. Notwithstanding which party has primary responsibility for marketing materials and advertisements, LFD agrees to submit to DDLP, prior to its useuse or as otherwise agreed, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers delivers, on behalf of the Board of Directors/Trustees of the Funds, to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing and LFD agree to work together in good faith to resolve any disagreements between DDLP and LFD about or objections by DDLP to marketing materials and advertising advertisements relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (d) The parties will apportion between DDLP and LFD the following expenses as mutually agreed from time to time: (1) Advertising and promotional activities and materials that relate exclusively to the Funds; (2) Advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxxxxx ----------------------------- ----------------------------- Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President/ Title: Senior Vice President/ Chief Operating Officer/ Chief Operating Officer Chief Financial Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non- recurring fee equal to the amount shown below will be paid by DDLP to LFD. Basis points On Sales --------------- Retail Mutual Funds except as noted below (1) .50% Xxxxxxx Xxxxx Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Xxxxxxx Xxxxx Barney) International Equity Fund I Class (1) A, B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee equal to: (A) 45% set forth above, a fee at the annual rate set forth below of the average daily net asset value assets of such Fund shares to the extent that the aggregate value of such shares sold during a calendar yearoutstanding and beneficially owned by shareholders through Financial Intermediaries, when combined with the aggregate value of Premium including those Fund shares sold during such calendar year through before the products LFD wholesales date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets --------------- Retail Mutual Funds (including money market, house .04% accounts and the aggregate value of wrap separate account sales generated by LFD during such calendar yearmarket timers) Xxxxxxx Xxxxx Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, is $3.75 billion or less; orInc. (formerly .04% Xxxxxxx Xxxxx Barney) International Equity Fund I Class (B) 50% of the net asset value of such shares II. Fees with respect to the extent that the aggregate value Sale of such Delaware VIP Trust shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Allmerica Variable Products.

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. DDLP and LFD shall mutually agree from time to time which party shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. Notwithstanding which party has primary responsibility for marketing materials and advertisements, LFD agrees to submit to DDLP, prior to its useuse or as otherwise agreed, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers delivers, on behalf of the Board of Directors/Trustees of the Funds, to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing and LFD agree to work together in good faith to resolve any disagreements between DDLP and LFD about or objections by DDLP to marketing materials and advertising advertisements relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (d) The parties will apportion between DDLP and LFD the following expenses as mutually agreed from time to time: (1) Advertising and promotional activities and materials that relate exclusively to the Funds; (2) Advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: By: ------------------------------------------------ -------------------------------------------- Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President/Chief Operating Title: Senior Vice President/Chief Operating Officer/Chief Financial Officer Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non- recurring fee equal to the amount shown below will be paid by DDLP to LFD. Basis points On Sales --------------- Retail Mutual Funds except as noted below (1) .50% Xxxxxxx Xxxxx Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Xxxxxxx Xxxxx Barney) International Equity Fund I Class (1) A, B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee equal to: (A) 45% set forth above, a fee at the annual rate set forth below of the average daily net asset value assets of such Fund shares to the extent that the aggregate value of such shares sold during a calendar yearoutstanding and beneficially owned by shareholders through Financial Intermediaries, when combined with the aggregate value of Premium including those Fund shares sold during such calendar year through before the products LFD wholesales date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets --------------- Retail Mutual Funds (including money market, house .04% accounts and the aggregate value of wrap separate account sales generated by LFD during such calendar yearmarket timers) Xxxxxxx Xxxxx Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, is $3.75 billion or less; orInc. (formerly .04% Xxxxxxx Xxxxx Barney) International Equity Fund I Class (B) 50% of the net asset value of such shares II. Fees with respect to the extent that the aggregate value Sale of such Delaware VIP Trust shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Allmerica Variable Products.

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) DDLP will bear the expense of its advertising and promotional activities and materials that relate exclusively to the Funds; (d) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (e) DDLP and LFD will jointly bear the expense of advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD, the apportionment of such expenses to be agreed upon by DDLP and LFD from time to time. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxxxxx ----------------------------------------- -------------------------------------- Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President/Chief Operating Title: Senior Vice President/Chief Operating Officer/Chief Financial Officer Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non- recurring fee equal to the amount shown below will be paid by DDLP to LFD. Basis points On Sales --------------- Retail Mutual Funds except as noted below (1) .50% Xxxxxxx Xxxxx Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Xxxxxxx Xxxxx Barney) International Equity Fund I Class (1) A, B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee equal to: (A) 45% set forth above, a fee at the annual rate set forth below of the average daily net asset value assets of such Fund shares to the extent that the aggregate value of such shares sold during a calendar yearoutstanding and beneficially owned by shareholders through Financial Intermediaries, when combined with the aggregate value of Premium including those Fund shares sold during such calendar year through before the products LFD wholesales date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets --------------- Retail Mutual Funds (including money market, house .04% accounts and the aggregate value of wrap separate account sales generated by LFD during such calendar yearmarket timers) Xxxxxxx Xxxxx Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, is $3.75 billion or less; orInc. (formerly .04% Xxxxxxx Xxxxx Barney) International Equity Fund I Class (B) 50% of the net asset value of such shares II. Fees with respect to the extent that the aggregate value Sale of such Delaware VIP Trust shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Allmerica Variable Products.

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) DDLP will bear the expense of its advertising and promotional activities and materials that relate exclusively to the Funds; (d) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (e) DDLP and LFD will jointly bear the expense of advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD, the apportionment of such expenses to be agreed upon by DDLP and LFD from time to time. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: By: ------------------------------------------------ -------------------------------------------- Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President/Chief Operating Title: Senior Vice President/Chief Operating Officer/Chief Financial Officer Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non- recurring fee equal to the amount shown below will be paid by DDLP to LFD. Basis points On Sales ------------ Retail Mutual Funds except as noted below (1) .50% Xxxxxxx Xxxxx Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Xxxxxxx Xxxxx Barney) International Equity Fund I Class (1) A, B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee equal to: (A) 45% set forth above, a fee at the annual rate set forth below of the average daily net asset value assets of such Fund shares to the extent that the aggregate value of such shares sold during a calendar yearoutstanding and beneficially owned by shareholders through Financial Intermediaries, when combined with the aggregate value of Premium including those Fund shares sold during such calendar year through before the products LFD wholesales date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets ------------- Retail Mutual Funds (including money market, house .04% accounts and the aggregate value of wrap separate account sales generated by LFD during such calendar yearmarket timers) Xxxxxxx Xxxxx Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, is $3.75 billion or less; orInc. (formerly .04% Xxxxxxx Xxxxx Barney) International Equity Fund I Class (B) 50% of the net asset value of such shares II. Fees with respect to the extent that the aggregate value Sale of such Delaware VIP Trust shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Allmerica Variable Products.

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) DDLP will bear the expense of its advertising and promotional activities and materials that relate exclusively to the Funds; (d) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (e) DDLP and LFD will jointly bear the expense of advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD, the apportionment of such expenses to be agreed upon by DDLP and LFD from time to time. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 2005 Market Street, Phxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, xx xx xxxx xxxxx xxxxxxx xx XDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, L.P. XXXXXXX XXXXXXXXX XXXXXXXXXXXX, Xx: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: David K. Downes By: David M. Kittredge ----------------------------------- -------------------------------------------- Name: David K. Downes Name: David M. Kittredge Title: Exexxxxxx Xxxx Xxxxxxent/Chief Operating Title: Senior Vice President/Chief Operating Officer/Chief Financial Officer Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non- recurring fee equal to the amount shown below will be paid by DDLP to LFD. Basis points On Sales --------------- Retail Mutual Funds except as noted below (1) .50% Merrill Lynch Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Salomon Smith Barney) Internaxxxxxx Xxxxxx Fund I Class (1) A, B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee set forth above, a fee at the annual rate set forth below of the average daily net assets of Fund shares outstanding and beneficially owned by shareholders through Financial Intermediaries, including those Fund shares sold before the date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets --------------- Retail Mutual Funds (including money market, house .04% accounts and market timers) Merrill Lynch Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly .04% Salomon Smith Barney) Internaxxxxxx Xxxxxx Fund I Class II. Fees with respect to the Sale of Delaware VIP Trust shares through Allmerica Variable Products. With respect to each sale of Delaware VIP Trust shares on or after the date of this Agreement through variable annuity and variable life insurance products for which Allmerica Investments, Inc. ("Allmerica") is the principal underwriter ("Allmerica Variable Products"), a non-recurring fee equal to: (A) 45% of the net asset value of such shares to the extent that the aggregate value entire distribution allowance received by DDLP from Allmerica with respect to such sale. No other fees will be payable to LFD with respect to sales of such shares sold during a calendar year, when combined with the aggregate value of Premium Delaware VIP Trust shares. APPENDIX A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT Delaware Group Adviser Funds Delaware Group Income Funds Delaware Diversified Income Fund shares sold during such calendar year through the products LFD wholesales Delaware Corporate Bond Fund Delaware U.S. Growth Fund Delaware Delchester Fund Delaware Extended Duration Bond Fund Delaware Group Cash Reserve Delaware High-Yield Opportunities Fund Delaware Cash Reserve Fund Delaware Strategic Income Fund Delaware Group Equity Funds I Delaware Group Limited-Term Government Funds Delaware Balanced Fund Delaware Limited-Term Government Fund Delaware Devon Fund Delaware Group State Tax-Free Income Trust Delaware Group Equity Funds II Delaware Tax-Free Pennsylvania Fund Delaware Decatur Equity Income Fund Delaware Diversified Value Fund Delaware Group Tax-Free Fund Delaware Growth and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is $3.75 billion or less; or (B) 50% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Income Fund shares sold during such calendar year through the products LFD wholesales Delaware Tax-Free Insured Fund Delaware Social Awareness Fund Delaware Tax-Free USA Fund Delaware Tax-Free USA Intermediate Fund Delaware Group Equity Funds III Delaware American Services Fund Delaware Group Tax-Free Money Fund Delaware Focused Growth Fund Delaware Tax-Free Money Fund Delaware Focused Value Fund Delaware Health Care Fund Delaware Pooled Trust7 Delaware Small Cap Growth Fund The International Equity Portfolio Delaware Technology and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Innovation Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5The Real Estate Investment Trust Portfolio II Delaware Trend Fund Delaware VIP Trust Delaware Group Equity Funds IV Delaware VIP Balanced Series Delaware Diversified Growth Fund Delaware VIP Capital Reserves Series Delaware Growth Opportunities Fund Delaware VIP Cash Reserve Series Delaware VIP Diversified Income Series Delaware Group Equity Funds V Delaware VIP Emerging Markets Series Delaware Retirement Income Fund Delaware VIP Global Bond Series Delaware Small Cap Contrarian Fund Delaware VIP Large Cap Value Series* Delaware Small Cap Value Fund Delaware VIP Growth Opportunities Series Delaware VIP High Yield Series Delaware Group Foundation Funds Delaware VIP International Value Equity Series Delaware Balanced Allocation Portfolio Delaware VIP REIT Series Delaware Growth Allocation Portfolio Delaware VIP Select Growth Series Delaware Income Allocation Portfolio Delaware VIP Small Cap Value Series Delaware S&P 500 Index Fund Delaware VIP Social Awareness Series The Asset Allocation Portfolio Delaware VIP Trend Series Delaware VIP U.S. Growth Series Delaware Group Global & International Funds Delaware Emerging Markets Fund Voyageur Insured Funds Delaware International Small Cap Value Fund Delaware Tax-Free Minnesota Insured Fund Delaware International Value Equity Fund Delaware Tax-Free Arizona Insured Fund Delaware Group Government Fund Voyageur Intermediate Tax-Free Funds Delaware American Government Bond Fund Delaware Tax-Free Minnesota Intermediate Fund

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. With respect to the apportionment of which party shall be primarily responsible for preparing marketing materials and advertising relating to the Funds as between DDLP and LFD, the parties shall mutually agree from time to time. Notwithstanding which party has primary responsibility for marketing materials and advertisements, LFD agrees to submit to DDLP, prior to its useuse or as otherwise agreed, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers delivers, on behalf of the Board of Directors/Trustees of the Funds, to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing and LFD agree to work together in good faith to resolve any disagreements between DDLP and LFD about or objections by DDLP to marketing materials and advertising advertisements relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of shares Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of Funds any additional copies of Fund financial and other than Delaware Group Premium reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; ("Premium Fund").c) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (d) The parties will apportion between DDLP and LFD the following expenses as mutually agreed from time to time: (1) With Advertising and promotional activities and materials that relate exclusively to the Funds; (2) Advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 2005 Market Street, Philaxxxxxxx, Xxxxxxxxxxxx 00000-0000, xx xx xxxx xxxxx xxdress as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to each sale a Fund upon the termination of non-money market the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund shares through Financial Intermediaries on or after for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, a non-recurring fee equal to: (A) 45% and of each part hereof, will be governed by the laws of the net asset value Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such shares to determination shall not affect the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is $3.75 billion or less; or (B) 50% remainder of the net asset value Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, L.P. LINCOLX XXXXXXXXX XXXXXXXXXXXX, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: Will Bashan By: Michael Smith ---------------------------------- ---------------------------------- Name: Will Bashan Name: Michael Smith Title: Presxxxxx/Xxxxx Xxecutive Officer Title: Chief Administrative Officer/ Chief Financial Officer SCHEDULE A TO FINANCIAL INTERMEDIARY AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Funds

Fund. related materials prepared by DDLP and designated for internal use only (subject to the terms and conditions established from time to time by DDLP); and (e) prompt notice of the issuance by the Securities and Exchange Commission (the "SEC") of any stop order suspending the effectiveness of the Registration Statement of any Fund, or the initiation of any proceedings for that purpose. 5. LFD agrees to submit to DDLP, prior to its use, the form of any sales literature and advertisements relating to the Funds prepared by LFD and proposed to be generally disseminated by or for LFD, all sales literature and advertisements relating to the Funds prepared by LFD and proposed to be used by LFD, and all sales literature and advertisements prepared by or for LFD for such dissemination or for use by others in connection with the sale of the Funds' shares. LFD also agrees that LFD will submit such sales literature and advertisements to the NASD, SEC or other regulatory agency as from time to time may be appropriate, considering practices then current in the industry. LFD agrees not to use or to permit others to use such sales literature or advertisements without the prior written consent of DDLP if any regulatory agency expresses objection thereto or if DDLP delivers to LFD a written objection thereto. Notwithstanding the provisions of this Paragraph 5, both parties acknowledge that DDLP shall be primarily responsible for preparing marketing materials and advertising relating to the Funds. 6. The responsibility of LFD hereunder shall be limited to the promotion of sales of the Funds' shares through Financial Intermediaries. LFD is not empowered to approve orders for sales of the Funds' shares or to accept payment for such orders. Sales of a Fund's shares shall be deemed to be made when and where accepted by the Fund's transfer agent on behalf of the Fund. 7. In consideration for the services provided by LFD under this Agreement, DDLP shall pay LFD the compensation set forth belowon Schedule A to this Agreement. 8. With respect to the apportionment of costs between DDLP and LFD associated with activities with which both are concerned, the following will apply: (a) Sale DDLP will pay the costs incurred in printing and mailing copies of Fund Prospectuses and shareholder reports to prospective investors; (b) DDLP will pay the costs of any additional copies of Fund financial and other reports and other Fund literature supplied to DDLP by the Fund for sales promotion purposes; (c) DDLP will bear the expense of its advertising and promotional activities and materials that relate exclusively to the Funds; (d) LFD will bear the expense of its advertising and promotional activities and materials, including value-added sales promotions, that do not relate directly to the Funds; and (e) DDLP and LFD will jointly bear the expense of advertising and promotional activities and materials relating both to the Funds and to the other products distributed by LFD, the apportionment of such expenses to be agreed upon by DDLP and LFD from time to time. 9. Both DDLP and LFD may engage in other business, provided such other business does not interfere with the performance by DDLP and LFD of their respective obligations under this Agreement. 10. DDLP agrees to indemnify, defend and hold LFD harmless from and against any and all losses, damages, or liabilities to which LFD may become subject by reason of DDLP's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. LFD agrees to indemnify, defend and hold DDLP harmless from and against any and all losses, damages, or liabilities to which DDLP may become subject by reason of LFD's willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement. 11. Copies of financial reports, Registration Statements and Prospectuses, as well as demands, notices, requests, consents, waivers, and other communications in writing which it may be necessary or desirable for either party to deliver or furnish to the other will be duly delivered or furnished, if delivered to such party at 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, or at such other address as DDLP or LFD may designate in writing and furnish to the other. 12. This Agreement shall not be assigned, as that term is defined in the 1940 Act, by LFD and shall terminate automatically in the event of its attempted assignment by LFD. This Agreement will automatically terminate with respect to a Fund upon the termination of the distribution agreement between DDLP and the Fund. This Agreement will automatically terminate with respect to all Funds in the event that LFD ceases to be a broker/dealer registered under the Exchange Act or a member in good standing of the NASD. Except as specifically provided in the indemnification provision contained in Paragraph 10 herein, this Agreement and all conditions and provisions hereof are for the sole and exclusive benefit of the parties hereto and their legal successors and no express or implied provision of this Agreement is intended or shall be construed to give any person other than the parties hereto and their legal successors any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. (a) This Agreement shall remain in force with respect to a Fund for a period of two years from the date hereof and from year to year thereafter, but only so long as such continuance is specifically approved at least annually by the Board of Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund and only if the terms and the renewal thereof have been approved by the vote of a majority of the Directors/Trustees of the Fund who are not parties hereto or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. (b) LFD may terminate this Agreement at any time by giving DDLP written notice of its intention to terminate the Agreement at the expiration of three months from the date of delivery of such written notice of intention to DDLP. (c) DDLP may terminate this Agreement at any time upon prior written notice to LFD of its intention to so terminate at the expiration of three months from the date of the delivery of such written notice to LFD. (d) The Board of Directors/Trustees of a Fund may terminate this Agreement with respect to the Fund at any time upon prior written notice to DDLP and/or LFD of its intention to so terminate at the expiration of three months from the date of delivery of such written notice to DDLP and/or LFD. 14. The validity, interpretation and construction of this Agreement, and of each part hereof, will be governed by the laws of the Commonwealth of Pennsylvania. 15. In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of the Agreement, which shall continue to be in force. DELAWARE DISTRIBUTORS, X.X. XXXXXXX FINANCIAL DISTRIBUTORS, By: DELAWARE DISTRIBUTORS, INC., INC. General Partner By: Xxxxx X. Xxxxxx By: Xxxxx X. Xxxxxxxxx ---------------------------------------- ------------------------ Name: Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Executive Vice President/Chief Operating Title: Senior Vice President/ Officer/Chief Financial Officer Chief Operating Officer SCHEDULE A to AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT The fees payable by DDLP to LFD under this Schedule A shall be calculated and paid monthly. I. Fees with respect to sales of shares of Funds other than Delaware Group Premium Fund ("Premium Fund"). (1) VIP Trust With respect to each sale of non-money market Fund shares through Financial Intermediaries on or after the date of this Agreement, a non-recurring fee equal to:to the amount shown below will be paid by DDLP to LFD. Basis points On Sales --------------- Retail Mutual Funds except as noted below (1) .50% Xxxxxxx Xxxxx Connect Program .25% Registered Investment Advisers and .45% H.D. Vest Institutional Classes Citigroup Global Capital Markets, Inc. (formerly 0 Xxxxxxx Xxxxx Barney) International Equity Fund I Class (1) A) 45% , B, & C classes excluding money market, house accounts, market timers In addition to the non-recurring fee set forth above, a fee at the annual rate set forth below of the average daily net asset value assets of such Fund shares to the extent that the aggregate value of such shares sold during a calendar yearoutstanding and beneficially owned by shareholders through Financial Intermediaries, when combined with the aggregate value of Premium including those Fund shares sold during such calendar year through before the products LFD wholesales date of this Agreement, will be paid by DDLP to LFD. Basis points On Assets --------------- Retail Mutual Funds (including money market, house .04% accounts and the aggregate value of wrap separate account sales generated by LFD during such calendar yearmarket timers) Xxxxxxx Xxxxx Connect Program 0 Registered Investment Advisers and .04% H.D. Vest Institutional Classes Citigroup Global Capital Markets, is $3.75 billion or less; orInc. (formerly .04% Xxxxxxx Xxxxx Barney) International Equity Fund I Class (B) 50% of the net asset value of such shares II. Fees with respect to the extent that the aggregate value Sale of such Delaware VIP Trust shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $3.75 billion but less than $4.5 billion; or (C) 55% of the net asset value of such shares to the extent that the aggregate value of such shares sold during a calendar year, when combined with the aggregate value of Premium Fund shares sold during such calendar year through the products LFD wholesales and the aggregate value of wrap separate account sales generated by LFD during such calendar year, is more than $4.5Allmerica Variable Products.