0001137439-10-000114 Sample Contracts

DELAWARE GROUP EQUITY FUNDS III AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • August 20th, 2010 • Delaware Group Equity Funds Iii • Pennsylvania

Distribution Agreement (the “Agreement”) made as of May 15, 2003 and amended and restated on January 4, 2010 by and between DELAWARE GROUP EQUITY FUNDS III, a Delaware statutory trust (the “Trust”), for the series identified on Schedule I attached hereto, as from time to time amended (the “Series”), and DELAWARE DISTRIBUTORS, L.P. (the “Distributor”), a Delaware limited partnership.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 20th, 2010 • Delaware Group Equity Funds Iii

AGREEMENT, made by and between DELAWARE GROUP EQUITY FUNDS III, a Delaware statutory trust (the “Trust”), on behalf of each series of shares of beneficial interest of the Trust that is listed on Exhibit A to this Agreement, as that Exhibit may be amended from time to time (each such series of shares is hereinafter referred to as a “Fund” and, together with other series of shares listed on such Exhibit, the “Funds”), and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust, a Delaware statutory trust (the “Investment Manager”).

AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • August 20th, 2010 • Delaware Group Equity Funds Iii • New York

This AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT is made and effective as of the 22 day of September, 2009 (the “Effective Date”), by and between each investment company listed on Schedule 1 attached hereto (referred to herein, individually, as a “Client” and, collectively, as the “Clients”) on behalf of one or more of its series funds listed below such investment company on Schedule 1 attached hereto (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON, successor by operation of law to Mellon Bank, N.A (the "Lending Agent").

FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
Fund Accounting and Financial Administration Oversight Agreement • August 20th, 2010 • Delaware Group Equity Funds Iii • Pennsylvania

THIS AGREEMENT is made as of the 4th day of January, 2010, (the “Effective Date”) by and between each fund in the Delaware Investments Family of Funds listed on Schedule A (each, a “Fund” and collectively, the “Funds”), having their principal place of business at 2005 Market Street, Philadelphia, PA 19103, and Delaware Service Company, Inc. (“DSC”), a Delaware corporation having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

AMENDMENT NO. 2 TO SECURITIES LENDING AUTHORIZATION AGREEMENT
Securities Lending Authorization Agreement • August 20th, 2010 • Delaware Group Equity Funds Iii

This AMENDMENT TO SECURITIES LENDING AUTHORIZATION AGREEMENT is made and effective as of the 1st day of January, 2010 (the “Effective Date”), by and between each investment company listed on Schedule 1 attached hereto (referred to herein, individually, as a “Client” and, collectively, as the “Clients”) on behalf of one or more of its series funds listed below such investment company on Schedule 1 attached hereto (referred to herein, individually, as a “Fund” and, collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON, successor by operation of law to Mellon Bank, N.A (the "Lending Agent").

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