Delaware Management Company 2005 Market Street Philadelphia, PA 19103
EX-99.d.2
Delaware Management
Company
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
March 30,
2010
Re: Expense Limitations
Ladies and
Gentlemen:
By our
execution of this letter agreement (the "Agreement"), intending to be legally
bound hereby, Delaware Management Company, a series of Delaware Management
Business Trust (the "Manager"), agrees that in order to improve the performance
of Delaware Value Fund, a series of Delaware Group Equity Funds II, the Manager
shall waive all or a portion of its investment advisory fees and/or reimburse
expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater
program expenses, brokerage fees, short-sale dividend and interest expenses,
certain insurance costs, and non-routine expenses or costs, including, but not
limited to, those relating to reorganizations, litigation, conducting
shareholder meetings, and liquidations (collectively, the “Excluded Expenses”))
in an aggregate amount equal to the amount by which the Fund’s total operating
expenses (excluding any Excluded Expenses) exceed the percentages set forth
below for the period March 30, 2010 through March 30, 2011. For purposes of this
Agreement, non-routine expenses may also include such additional costs and
expenses as may be agreed upon from time to time by the Fund’s Board and the
Manager. Inverse floater program expenses include, but are not limited to,
interest expense, remarketing fees, liquidity fees, and trustees’ fees from the
Fund’s participation in inverse floater programs where it has transferred its
own bonds to a trust that issues the inverse floaters.
| Fund | Expense Cap | ||
| Delaware Value Fund | 0.85% |
The Manager acknowledges that it (1)
shall not be entitled to collect on, or make a claim for, waived fees at any
time in the future, and (2) shall not be entitled to collect on, or make a claim
for, reimbursed Fund expenses at any time in the future.
Delaware Management
Company, a series of
Delaware Management Business Trust
Delaware Management Business Trust
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: | Xxxxxx X. Xxxxx | |
| Title: | Executive Vice President & Chief Administrative Officer | |
Your signature below
acknowledges acceptance of this Agreement:
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | President & Chief Executive Officer | |
| Date: | March 30, 2010 | |
