0001206774-13-000839 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2013 • Delaware Group Adviser Funds

AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of DELAWARE MANAGEMENT BUSINESS TRUST (the “Investment Manager”) and MACQUARIE BANK INTERNATIONAL LIMITED (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 28th, 2013 • Delaware Group Adviser Funds

AGREEMENT made by and between DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the “Investment Manager”) and MACQUARIE INVESTMENT MANAGEMENT LIMITED (the “Sub-Adviser'').

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Delaware Group Adviser Funds • February 28th, 2013

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 Global Real Estate Opportunities Fund, Delaware U.S. Growth Fund and Delaware International Bond Fund (collectively, the “Funds”), each a 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 fees, taxes, interest, short sale and dividend interest expenses, brokerage fees, certain insurance costs, and nonroutine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, “nonroutine expenses”)) in an aggregate amount equal to the amount by which the Funds’ respective total operating expenses (excluding any 12b-1 fees, taxes, interest,

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Delaware Group Adviser Funds • February 28th, 2013

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 the series of Delaware Group Adviser Funds set forth below (each a “Fund”), 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 February 28, 2013 through February 28, 2014.

AMENDMENT NO. 2 TO SCHEDULE I TO THE DISTRIBUTION AGREEMENT AS OF SEPTEMBER 28, 2012
Distribution Agreement • February 28th, 2013 • Delaware Group Adviser Funds

This Schedule to the Distribution Agreement between Delaware Group Adviser Funds and Delaware Distributors, L.P. originally entered into as of May 15, 2003 and amended and restated on January 4, 2010 (the “Agreement”) lists the Series and Classes for which Delaware Distributors, L.P. provides distribution services pursuant to this Agreement, along with the 12b-1 Plan rates, if applicable, for each class and the date on which the Agreement became effective for each Series.

AMENDMENT NO. 2 TO EXHIBIT A OF THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 28th, 2013 • Delaware Group Adviser Funds

THIS EXHIBIT to the Investment Management Agreement dated January 4, 2010 (the “Agreement”) between DELAWARE GROUP ADVISER FUNDS and DELAWARE MANAGEMENT COMPANY, a series of Delaware Management Business Trust (the “Investment Manager”), amended as of the 28th day of September, 2012 lists the Funds for which the Investment Manager provides investment management services pursuant to this Agreement, along with the management fee rate schedule for each Fund and the date on which the Agreement became effective for each Fund.

AMENDMENT NO. 2 TO SCHEDULE A DELAWARE GROUP ADVISER FUNDS SHAREHOLDER SERVICES AGREEMENT APPLICABLE SERIES EFFECTIVE AS OF SEPTEMBER 28, 2012
Shareholder Services Agreement • February 28th, 2013 • Delaware Group Adviser Funds

Delaware Diversified Income Fund Delaware Global Real Estate Opportunities Fund Delaware International Bond Fund Delaware U.S. Growth Fund

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