Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103

Ex-99.e.1.ii

Delaware Distributors, L.P.
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

October 27, 2008

Delaware Group Equity Funds III
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

Re:  Expense Limitation 

Ladies and Gentlemen:

      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 the Class R shares of Delaware Trend Fund, Class A and Class R shares of Delaware American Services Fund, and Class A and Class R shares of Delaware Small Cap Growth Fund (the “Funds”), which are series of Delaware Group Equity III, the Distributor shall: (a) waive a portion of the Rule 12b-1 (distribution) fees for the Delaware Trend Fund Class R shares, so that the Fund’s Rule 12b-1 (distribution) fees with respect to its Class R shares will not exceed 0.50%, for the period November 1, 2008 through October 31, 2009; (b) waive a portion of the Rule 12b-1 (distribution) fees for the Delaware American Services Fund Class A and Class R shares, so that the Fund’s Rule 12b-1 (distribution) fees with respect to its Class A and Class R shares will not exceed 0.25% and 0.50%, respectively, for the period November 1, 2008 through October 31, 2009; and (c) waive a portion of the Rule 12b-1 (distribution) fees for the Delaware Small Cap Growth Fund Class A and Class R shares, so that the Fund’s Rule 12b-1 (distribution) fees with respect to its Class A and Class R shares will not exceed 0.25% and 0.50%, respectively, for the period November 1, 2008 through October 31, 2009.

      The Distributor acknowledges that it shall not be entitled to collect on, or make a claim for, waived fees at any time in the future.

	Delaware Distributors, L.P.
	By:   /s/Xxxxxxxx X. Xxxxx
	Name:		Xxxxxxxx X. Xxxxx
	Title:		Executive Vice President
	Date:		October 27, 2008

Your signature below acknowledges
acceptance of this Agreement:
Delaware Group Equity Funds III
By:    /s/Xxxxxxx X. Xxxxx
Name:		Xxxxxxx X. Xxxxx
Title:		President
Date:		October 27, 2008