0001356431-06-000002 Sample Contracts

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Delaware Management Company 2005 Market Street Philadelphia, PA 19103 October __, 2006 Delaware Group Equity Funds III 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitation Ladies and Gentlemen: By our execution of this letter agreement...
Delaware Group Equity Funds Iii • October 27th, 2006

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 the Delaware Trend Fund (the "Fund"), which is a series of Delaware Group Equity Funds III, the Manager shall waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding any Rule 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) in an aggregate amount equal to the amount by which the Fund's total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) exceeds 1.11% for the period November 1, 2006 through October 31, 2007.

Delaware Management Company 2005 Market Street Philadelphia, PA 19103 October __, 2006 Delaware Group Equity Funds III 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitation Ladies and Gentlemen: By our execution of this letter agreement...
Delaware Group Equity Funds Iii • October 27th, 2006

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 the Delaware Small Cap Growth Fund (the "Fund"), which is a series of Delaware Group Equity Funds III, the Manager shall waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding any Rule 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) in an aggregate amount equal to the amount by which the Fund's total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, brokerage fees, certain insurance costs and extraordinary expenses) exceeds 1.50% for the period November 1, 2006 through October 31, 2007.

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103 October __, 2006 Delaware Group Equity Funds III 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitations Ladies and Gentlemen: By our execution of this letter agreement...
Delaware Group Equity Funds Iii • October 27th, 2006

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 Delaware Trend Fund (the "Fund"), which is a series of Delaware Group Equity Funds III, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for Class R Shares so that such Rule 12b-1 (distribution) fees for the Fund will not exceed 0.50% for the period November 1, 2006 through October 31, 2007.

AMENDMENT NO. 1 to APPENDIX A to SECOND AMENDED AND RESTATED FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT
Delaware Group Equity Funds Iii • October 27th, 2006

THIS AMENDMENT to the Second Amended and Restated Financial Intermediary Distribution Agreement dated August 21, 2003 (the "Agreement") between DELAWARE DISTRIBUTORS, L.P. and LINCOLN FINANCIAL DISTRIBUTORS, INC., amended as of the 31st day of October, 2005.

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103 October __, 2006 Delaware Group Equity Funds III 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitations Ladies and Gentlemen: By our execution of this letter agreement...
Delaware Group Equity Funds Iii • October 27th, 2006

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 Delaware American Services Fund (the "Fund"), which is a series of Delaware Group Equity Funds III, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for Class A Shares and Class R Shares so that such Rule 12b-1 (distribution) fees for the Fund will not exceed 0.25% and 0.50%, respectively, for the period November 1, 2006 through October 31, 2007.

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103 October __, 2006 Delaware Group Equity Funds III 2005 Market Street Philadelphia, PA 19103 Re: Expense Limitations Ladies and Gentlemen: By our execution of this letter agreement...
Delaware Group Equity Funds Iii • October 27th, 2006

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 Delaware Small Cap Growth Fund (the "Fund"), which is a series of Delaware Group Equity Funds III, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Class A Shares and Class R Shares so that such Rule 12b-1 (distribution) fees for the Fund will not exceed 0.25% and 0.50%, respectively, for the period November 1, 2006 through October 31, 2007.

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