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

EX-99.e.1.iii

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

March 28, 2014

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

Re: Expense Limitations

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 Delaware Value Fund (the “Fund”), a series of Delaware Group Equity Funds II, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees applicable to the specified Fund class, so that such Fund’s Rule 12b-1 (distribution) fees with respect to such class will not exceed the percentages set forth below for the period November 1, 2013 through March 30, 2015.

Fund		Class		12b-1 Cap
Delaware Value Fund1		Class B		0.25%

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/X. Xxxxx Xxxxxxx
	Name:	X. Xxxxx Xxxxxxx
	Title:	President

Your signature below acknowledges
acceptance of this Agreement:

Delaware Group Equity Funds II
By:	/s/Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	President
	Date:	March 28, 2014

____________________

¹ The Fund’s Class A shares are currently subject to a blended 12b-1 fee equal to the sum of (i) 0.10% of the average daily net assets representing the shares acquired prior to May 2, 1994 and (ii) 0.25% of the average daily net assets representing the shares acquired on or after May 2, 1994. All Class A shareholders will bear the 12b-1 fees at the same rate, the blended rate based upon the allocation of the 0.10% and 0.25% rates described above.