0001206774-07-000496 Sample Contracts

THIRD AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Financial Intermediary Distribution Agreement • February 26th, 2007 • Delaware Group Adviser Funds Inc /Md/ • Pennsylvania

Third Amended and Restated Financial Intermediary Distribution Agreement (the "Agreement") effective as of the 1st of January, 2007, by and between DELAWARE DISTRIBUTORS, L.P. ("DDLP"), Delaware limited partnership, and LINCOLN FINANCIAL DISTRIBUTORS, INC. ("LFD"), a Connecticut corporation.

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Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Delaware Group Adviser Funds Inc /Md/ • February 26th, 2007

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 Diversified Income Fund and U.S. Growth Fund (collectively, the “Funds”), which are series of Delaware Group Adviser Funds, 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, “non-routine expenses”]) in an aggregate amount equal to the amount by which the Funds’ respective total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, i

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Delaware Group Adviser Funds Inc /Md/ • February 26th, 2007

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 Diversified Income Fund and Delaware U.S. Growth Fund (collectively, the “Funds”), which are series of Delaware Group Adviser Funds, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Funds’ Class A Shares and Class R Shares, so that such Funds’ Rule 12b-1 (distribution) fees will not exceed the amounts indicated below for the period March 1, 2007 through February 29, 2008:

SCHEDULE B SHAREHOLDER SERVICES AGREEMENT COMPENSATION SCHEDULE EFFECTIVE DECEMBER 1, 2006 DELAWARE INVESTMENTS FAMILY OF FUNDS
Shareholder Services Agreement • February 26th, 2007 • Delaware Group Adviser Funds Inc /Md/
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