DELAWARE GROUP EQUITY FUNDS II
ADOPTION AGREEMENT
(Relating to Distribution Agreements)
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This Adoption Agreement (the "Agreement") made as of November 23, 1999
by and between Delaware Group Equity Funds II, a Delaware Business Trust (the
"Trust"), on behalf of each of its series (each, a "Series"), and Delaware
Distributors, L.P. ("DDLP"), a Delaware limited partnership.
RECITALS:
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended; and
WHEREAS, the Trust is the successor to Delaware Group Equity Funds II,
Inc. (the "Predecessor Corporation") and, on behalf of each Series, intends to
adopt the Distribution Agreement applicable to the corresponding series (the
"Predecessor Series") of the Predecessor Corporation.
WHEREAS, the Distribution Agreements in effect between the Predecessor
Corporation, on behalf of the Predecessor Series, and DDLP are set forth in
Schedule A to this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Each Distribution Agreement previously in effect between the
Predecessor Corporation, on behalf of a Predecessor Series, and DDLP is
hereby adopted in its entirety by the Trust on behalf of the
corresponding Series, except that all references to the Predecessor
Corporation shall be replaced with references to the Trust and all
references to the Predecessor Series shall be replaced with references
to the corresponding Series.
2. Each Distribution Agreement shall continue in full force and effect as
set forth therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date set forth above.
DELAWARE GROUP EQUITY FUNDS II
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
DELAWARE DISTRIBUTORS, L.P.
By: Delaware Distributors, Inc., its
General Partner
By: /s/ J. Xxxxx Xxxxx
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Name: J. Xxxxx Xxxxx
Title: Senior Vice President
DELAWARE GROUP EQUITY FUNDS II
ADOPTION AGREEMENT
(Relating to Distribution Agreements)
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SCHEDULE A
A. Distribution Agreement dated as of 2/24/97, between Delaware Group Equity
Funds II, Inc. ("Equity II"), on behalf of Blue Chip Fund, and Delaware
Distributors, L.P. ("DDLP")
B. Distribution Agreement dated as of 4/3/95 between Equity II, on behalf of
Decatur Equity Income Fund, and DDLP
C. Amendment No. 1 to Distribution Agreement dated 11/29/95 between Equity II,
on behalf of Decatur Equity Income Fund, and DDLP
D. Distribution Agreement dated as of 4/3/95 between Equity II, on behalf of
Growth and Income Fund, and DDLP
E. Amendment No. 1 to Distribution Agreement dated 11/29/95 between Equity II,
on behalf of Growth and Income Fund, and DDLP
F. Distribution Agreement dated as of 2/24/97 between Equity II, on behalf of
Social Awareness Fund, and DDLP
G. Distribution Agreement dated as of 9/14/98 between Equity II, on behalf of
Diversified Value Fund, and DDLP
