Common use of CONTRACTUAL STATUS Clause in Contracts

CONTRACTUAL STATUS. 10.1 This Agreement shall be executed and become effective on the date first written above if approved by a vote of the Board of Directors of the Fund, including an affirmative vote of a majority of the non-interested members of the Board, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination on sixty (60) days notice by either party unless earlier terminated or amended by agreement among the parties. Compensation under this Agreement shall require approval by a majority vote of the Board of Directors of the Fund, including an affirmative vote of the majority of the non-interested members of the Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 This Agreement may not be assigned without the approval of the Fund. 10.3 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will /s/ ▇▇▇▇, and the Fund will pay, such compensation monthly. 3▇ ▇. For the period commencing on ▇▇▇▇▇▇ By:_____________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. /s/▇▇▇▇▇ ▇. ▇▇▇▇▇ By:_____________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman, 199President and Chief Executive Officer DELAWARE POOLED TRUST, INC. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By:_____________________________________ ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman SCHEDULE A COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the charge compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, Inc. Delaware Group Global & International Funds, Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will consist be charged at a rate of two charges, 2.5 basis points for the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual charge minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a per transaction charge fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each account on DSC's records and each account on an automated retirement processing systemclass of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year for any classes added after April 30, 1996. These charges are as follows:A total of all minimum fees will be compared to the total asset based fee to determine which fee is higher and, subsequently, will be used to ▇▇▇▇ the Companies.

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement on sixty (60) days notice to DSC. Compensation under this Agreement by a Company shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company to such Schedule is executed by DSC and such new Company following approval by the Company desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1/s/ Davi▇ ▇. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on ▇▇ By:_____________________________________ Davi▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. /s/Wayn▇ ▇. ▇▇▇▇▇ By:_____________________________________ Wayn▇ ▇. ▇▇▇▇▇ Chairman, 199President and Chief Executive Officer DELAWARE POOLED TRUST, INC. /s/ Wayn▇ ▇. ▇▇▇▇▇ By:_____________________________________ Wayn▇ ▇. ▇▇▇▇▇, ▇▇airman SCHEDULE A COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the charge compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, Inc. Delaware Group Global & International Funds, Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will consist be charged at a rate of two charges, 2.5 basis points for the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual charge minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a per transaction charge fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each account on DSC's records and each account on an automated retirement processing systemclass of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year for any classes added after April 30, 1996. These charges are as follows:A total of all minimum fees will be compared to the total asset based fee to determine which fee is higher and, subsequently, will be used to bill ▇▇▇ Companies.

CONTRACTUAL STATUS. 10.1 This Agreement shall be executed and become effective on the date first written above if approved by a vote of the Board of Directors Trustees of the Fund, including an affirmative vote of a majority of the non-interested members of the Board, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination on sixty (60) days notice by either party unless earlier terminated or amended by agreement among the parties. Compensation under this Agreement shall require approval by a majority vote of the Board of Directors Trustees of the Fund, including an affirmative vote of the majority of the non-interested members of the Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 This Agreement may not be assigned without the approval of the Fund. 10.3 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President, Chief Executive Officer and Chief Financial Officer Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Assistant Vice President, Assistant Secretary and Senior Counsel DELAWARE GROUP FOUNDATION FUNDS for the Foundation Income Portfolio, Foundation Balanced Portfolio and the Foundation Growth Portfolio By: ------------------- -------------------------- /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ --------------------------------- Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ---------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: Assistant Vice President, Assistant Secretary and Senior Counsel SCHEDULE A [Name of Investment Company] DELAWARE GROUP FOUNDATION FUNDS (THE "FUND") SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on _________ __January 1, 199_1997, the charge will consist of two chargescharges for all the Funds in the Delaware Group, except the Delaware Group Premium Fund, Inc. and the Delaware Pooled Trust, Inc. (other than with respect to The Real Estate Investment Trust Portfolio effective October 14, 1997), an annual charge and a per transaction charge for each account on DSCthe transfer agent's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. By: ------------------- -------------------------- Name/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman, President and Chief Executive Officer DELAWARE POOLED TRUST, INC. By: Name: Title: Title: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman SCHEDULE A [Name COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("DSCAgreement") will determine and report ). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, at least annuallyInc. Delaware Group Global & International Funds, the compensation Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for services to be provided The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will be charged at a rate of 2.5 basis points for DSC's forthcoming fiscal the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each class of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year or period. 2for any classes added after April 30, 1996. In determining such compensation, DSC A total of all minimum fees will fix and report a be compared to the total asset based fee to determine which fee is higher and, subsequently, will be charged per account and/or transaction, as may be applicable, for services provided. DSC will used to ▇▇▇▇, and ▇ the Fund will pay, such compensation monthlyCompanies. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1/s/ Davi▇ ▇. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on ▇▇ By:_____________________________________ Davi▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. /s/Wayn▇ ▇. ▇▇▇▇▇ By:_____________________________________ Wayn▇ ▇. ▇▇▇▇▇ Chairman, 199President and Chief Executive Officer DELAWARE POOLED TRUST, INC. /s/ Wayn▇ ▇. ▇▇▇▇▇ By:_____________________________________ Wayn▇ ▇. ▇▇▇▇▇, ▇▇airman SCHEDULE A COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the charge compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, Inc. Delaware Group Global & International Funds, Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). Annual Asset Based Fees First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will consist be charged at a rate of two charges, 2.5 basis points for the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual charge minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a per transaction charge fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each account on DSC's records and each account on an automated retirement processing systemclass of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year for any classes added after April 30, 1996. These charges are as follows:A total of all minimum fees will be compared to the total asset based fee to determine which fee is higher and, subsequently, will be used to bill ▇▇▇ Companies.

CONTRACTUAL STATUS. 10.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting such approval. Section 82 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such approval. 10.2 date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 83 This Agreement may not be assigned by DSC without the approval of all of the Fund. 10.3 Companies. Section 84 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. By: ------------------- -------------------------- Name/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman, President and Chief Executive Officer DELAWARE POOLED TRUST, INC. By: Name: Title: Title: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman SCHEDULE A [Name COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("DSCAgreement") will determine and report ). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, at least annuallyInc. Delaware Group Global & International Funds, the compensation Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for services to be provided The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). Annual Asset Based Fees First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will be charged at a rate of 2.5 basis points for DSC's forthcoming fiscal the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each class of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year or period. 2for any classes added after April 30, 1996. In determining such compensation, DSC A total of all minimum fees will fix and report a be compared to the total asset based fee to determine which fee is higher and, subsequently, will be charged per account and/or transaction, as may be applicable, for services provided. DSC will used to ▇▇▇▇, and ▇ the Fund will pay, such compensation monthlyCompanies. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company listed on Schedule A as of the date first written above if approved by a vote of the such Company’s Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement on sixty (60) days notice to DSC. Compensation under this Agreement by a Company shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company to such Schedule is executed by DSC and such new Company following approval by the Company desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ -------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. By: ------------------- -------------------------- Name/s/▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman, President and Chief Executive Officer DELAWARE POOLED TRUST, INC. By: Name: Title: Title: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman SCHEDULE A [Name COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("DSCAgreement") will determine and report ). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. Delaware Group Delchester High-Yield Bond Fund, at least annuallyInc. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, the compensation Inc. Delaware Group Global & International Funds, Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for services to be provided The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). Annual Asset Based Fees First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will be charged at a rate of 2.5 basis points for DSC's forthcoming fiscal the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each class of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year or period. 2for any classes added after April 30, 1996. In determining such compensation, DSC A total of all minimum fees will fix and report a be compared to the total asset based fee to determine which fee is higher and, subsequently, will be charged per account and/or transaction, as may be applicable, for services provided. DSC will used to ▇▇▇▇, and ▇ the Fund will pay, such compensation monthlyCompanies. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-non- interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. By: ------------------- -------------------------- Name/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman, President and Chief Executive Officer DELAWARE POOLED TRUST, INC. By: Name: Title: Title: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------- ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chairman SCHEDULE A [Name COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. -------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. the compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("DSCAgreement") will determine and report ). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, at least annuallyInc. Delaware Group Global & International Funds, the compensation Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for services to be provided The Delaware Group of Funds Part 1 -- Fees for Existing Portfolios Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). First $10 Billion of Aggregate Complex Net Assets 2.5 Basis Points Aggregate Complex Net Assets over $10 Billion 2.0 Basis Points Annual asset based fees will be charged at a rate of 2.5 basis points for DSC's forthcoming fiscal the first $10 Billion of Aggregate Complex Net Assets. Aggregate Complex Net Assets over $10 Billion will be charged at a rate of 2.0 basis points. These fees will be charged to a Portfolio on an aggregated pro rated basis. Annual Minimum Fees Domestic Equity Portfolio $35,000 Domestic Fixed Income Portfolio $45,000 International Series Portfolio $70,000 Per Class of Share Fee $ 4,000 There is an annual minimum fee that will be charged only if the annual asset based fee is less than the calculation for the minimum fee. This fee is based on the type and the number of classes per Portfolio. For an equity Portfolio $35,000 will be charged; for a fixed income Portfolio $45,000 will be charged, and for an international Portfolio $70,000 will be charged. For each class of shares, $4,000 will be charged, such amount to be prorated over a period of less than a year or period. 2for any classes added after April 30, 1996. In determining such compensation, DSC A total of all minimum fees will fix and report a be compared to the total asset based fee to determine which fee is higher and, subsequently, will be charged per account and/or transaction, as may be applicable, for services provided. DSC will used to ▇▇▇▇, and ▇ the Fund will pay, such compensation monthlyCompanies. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows:

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: /s/ David K. Downes By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on :__________________________________________ David K. Downes Senior Vice President/Chief Administrative Officer/Chief Financial Officer DELAWARE GROUP CASH RESERVE, INC. DELAWARE GROUP DECATUR FUND, INC. DELAWARE GROUP DELAWARE FUND, INC. DELAWARE GROUP TAX-FREE FUND, INC. DELAWARE GROUP TAX-FREE MONEY FUND, INC. DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS, INC. DELAWARE GROUP TREND FUND, INC. DELAWARE GROUP DELCHESTER HIGH-YIELD BOND FUND, INC. DMC TAX-FREE INCOME TRUST - PENNSYLVANIA DELAWARE GROUP VALUE FUND, INC. DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS, INC. DELAWARE GROUP DELCAP FUND, INC. DELAWARE GROUP PREMIUM FUND, INC. DELAWARE GROUP GOVERNMENT FUND, INC. DELAWARE GROUP ADVISER FUNDS, INC. /s/Wayne A. Stork By:__________________________________________ Wayne A. Stork Chairman, 199President and Chief Executive Officer DELAWARE POOLED TRUST, INC. /s/Wayne A. Stork By:__________________________________________ Wayne A. Stork, Chairman, SCHEDULE A COMPANIES AND PORTFOLIOS COMPRISING THE DELAWARE GROUP* Delaware Group Cash Reserve, Inc. Delaware Group Decatur Fund, Inc. Decatur Income Fund Decatur Total Return Fund Delaware Group Delaware Fund, Inc. Delaware Fund Devon Fund Delaware Group Tax-Free Fund, Inc. Tax-Free USA Fund Tax-Free Insured Fund Tax-Free USA Intermediate Fund Delaware Group Tax-Free Money Fund, Inc. --------------- * Except as otherwise noted, all Portfolios included on this Schedule A are Existing Portfolios for purposes of the charge will consist compensation described on Schedule B to that Fund Accounting Agreement between Delaware Service Company, Inc. and the Delaware Group of two chargesFunds dated as of August 19, an annual charge 1996 ("Agreement"). All Portfolios added to this Schedule A by amendment executed by a Company on behalf of such Portfolio hereof shall be a New Portfolio for purposes of Schedule B to the Agreement. Delaware Group Limited-Term Government Funds, Inc. Limited-Term Government Fund U.S. Government Money Fund Delaware Group Trend Fund, Inc. Delaware Group Delchester High-Yield Bond Fund, Inc. DMC Tax-Free Income Trust - Pennsylvania Delaware Group Value Fund, Inc. Delaware Group Global & International Funds, Inc. International Equity Fund Global Bond Fund Global Assets Fund Emerging Markets Fund (New) Delaware Group DelCap Fund, Inc. Delaware Pooled Trust, Inc. The Defensive Equity Portfolio The Aggressive Growth Portfolio The International Equity Portfolio The Defensive Equity Small/Mid-Cap Portfolio (New) The Defensive Equity Utility Portfolio (New) The Labor Select International Equity Portfolio The Real Estate Investment Trust Portfolio The Fixed Income Portfolio The Limited-Term Maturity Portfolio (New) The Global Fixed Income Portfolio The International Fixed Income Portfolio (New) The High-Yield Bond Portfolio (New) Delaware Group Premium Fund, Inc. Equity/Income Series High Yield Series Capital Reserves Series Money Market Series Growth Series Multiple Strategy Series International Equity Series Value Series Emerging Growth Series Global Bond Series (New) Delaware Group Government Fund, Inc. Delaware Group Adviser Funds, Inc. Enterprise Fund U.S. Growth Fund World Growth Fund New Pacific Fund Federal Bond Fund Corporate Income Fund Dated as of: August 19, 1996 SCHEDULE B COMPENSATION Fee Schedule for The Delaware Group of Funds -------------------------------------------- Part 1 - Fees for Existing Portfolios ------ Existing Portfolios are those so designated on Schedule A to the Fund Accounting Agreement between Delaware Service Company, Inc. and a per transaction charge for each account on DSC's records and each account on an automated retirement processing systemthe Delaware Group of Funds dated as of August 19, 1996 ("Agreement"). These charges are as follows:Annual Asset Based Fees -----------------------

CONTRACTUAL STATUS. 10.1 Section 8.1 This Agreement shall be executed and become effective as to a Company with regard to a Portfolio listed on Schedule A as of the date first written above if approved by a vote of the such Company's Board of Directors of the Fundor Trustees, including an affirmative vote of a majority of the non-interested members of the BoardBoard of such Company, cast in person at a meeting called for the purpose of voting on such approval. It shall continue in effect for an indeterminate period, and is subject to termination as to a Company on behalf of a Portfolio or DSC, as the case may be, on sixty (60) days notice by either party that Company or DSC, unless earlier terminated or amended by agreement among the parties. A Company shall be permitted to terminate this Agreement as to a Portfolio on sixty (60) days notice to DSC. Compensation under this Agreement by a Portfolio shall require approval by a majority vote of the Board of Directors or Trustees of the Fundsuch Portfolio's Company, including an affirmative vote of the majority of the non-interested members of the such Board cast in person at a meeting called for the purpose of voting on such approval. 10.2 Section 8.2 This Agreement shall become effective as to any Company or Portfolio not included on Schedule A as of the date first written above, but desiring to participate in this Agreement, on such date as an amended Schedule A adding such new Company or Portfolio to such Schedule is executed by DSC and such new Company or a Company on behalf of a new Portfolio following approval by the Company or by the Company on behalf of a new Portfolio desiring to be included in this Agreement in accordance with the method specified in Section 8.1. Any such amended Schedule A shall not affect the validity of this Agreement as between DSC and the other Companies which have executed this Agreement or any subsequent amendment to Schedule A of this Agreement. Section 8.3 This Agreement may not be assigned by DSC without the approval of all of the FundCompanies. 10.3 Section 8.4 This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. DELAWARE SERVICE COMPANY, INC. Attest: By: ------------------- -------------------------- Name: Name: Title: Title: [Name of Investment Company] for the [Name(s) of Portfolio(s)] series Attest: By: ------------------- -------------------------- Name: Name: Title: Title: SCHEDULE A [Name of Investment Company] SHAREHOLDERS SERVICES AGREEMENT COMPENSATION SCHEDULE 1. Delaware Service Company, Inc. ("DSC") will determine and report to the Fund, at least annually, the compensation for services to be provided to the Fund for DSC's forthcoming fiscal year or period. 2. In determining such compensation, DSC will fix and report a fee to be charged per account and/or transaction, as may be applicable, for services provided. DSC will ▇▇▇▇, and the Fund will pay, such compensation monthly. 3. For the period commencing on _________ __, 199_, the charge will consist of two charges, an annual charge and a per transaction charge for each account on DSC's records and each account on an automated retirement processing system. These charges are as follows: