WITNESSETH

                        DELAWARE GROUP CASH RESERVE, INC.

                    AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

         This Amendment No. 1 to Distribution Agreement (this "Agreement") is
made as of the 29th day of November, 1995, by and between DELAWARE GROUP CASH
RESERVE, INC. (the "Fund"), and DELAWARE DISTRIBUTORS, L.P. (the "Distributor").

                                   WITNESSETH

         WHEREAS, the Fund and the Distributor are parties to that certain
Distribution Agreement made as of the 3rd day of April, 1995 (the "Distribution
Agreement"); and

         WHEREAS, the Board of Directors of the Fund has established the Cash
Reserve C Class (the "Class C Shares") as an additional class of shares of the
Fund and the Fund and the Distributor desire to amend the Distribution Agreement
to provide that the Distributor shall act as the national distributor of the
Class C Shares pursuant thereto;

         NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, agree as follows:

         1. The Class C Shares are hereby included among the shares to which the
Distribution Agreement relates and the Distributor shall act as distributor for
the Class C Shares pursuant to and in accordance with the Distribution
Agreement, as amended hereby.

         2. Hereafter, each reference to "Class B Shares" in Section 2 (c) and
"Class B Shares and the Consultant Class Shares" in Section 2(d) of the
Distribution Agreement shall be deemed to include the Class C Shares, provided
that the Distribution Plan adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for the Class C Shares and presently in force is attached
hereto as Exhibit "A."

                                             DELAWARE DISTRIBUTORS, L.P.

                                             By: Delaware Distributors, Inc.,
                                                 General Partner
ATTEST:

/s/Xxxx X. Xxxxxx                            By:    /s/Xxxxx X. Xxxxxx
--------------------------                          ----------------------------
Name:  Xxxx X. Xxxxxx                        Name:  Xxxxx X. Xxxxxx
Title: Vice President                        Title: Senior Vice President
       Assistant Secretary                          Chief Administrative Officer

                                             DELAWARE GROUP CASH RESERVE, INC.
ATTEST:

/s/Xxxx X. Xxxxxx                            By:    /s/Xxxxx X. Xxxxx
--------------------------                          ----------------------------
Name:  Xxxx X. Xxxxxx                        Name:  Xxxxx X. Xxxxx
Title: Vice President                        Title: Chairman
       Assistant Secretary