CLASS A

                               DISTRIBUTION PLAN


         The following Distribution Plan (the "Plan") has been adopted pursuant
to Rule l2b-l under the Investment Company Act of 1940, as amended (the "Act"),
by Delaware Group Equity Funds V (the "Trust"), separately for each Series of
the Trust identified on Schedule I as amended from time to time (the "Series")
on behalf of the A Class shares of each such Series identified on Schedule I as
amended from time to time (the "Class"), which Trust, Series and Classes may do
business under these or such other names as the Board of Trustees of the Trust
may designate from time to time. The Plan has been approved by a majority of the
Board of Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or in any agreements related thereto ("non-interested
Trustees"), cast in person at a meeting called for the purpose of voting on such
Plan. Such approval by the Trustees included a determination that in the
exercise of reasonable business judgment and in light of their fiduciary duties,
there is a reasonable likelihood that the Plan will benefit each such Series and
shareholders of each such Class.

         The Trust is a business trust organized under the laws of the State of
Delaware, is authorized to issue different series and classes of securities and
is an open-end management investment company registered under the Act. Delaware
Distributors, L.P. (the "Distributor") is the principal underwriter and national
distributor for the Series' shares, including shares of the Class, pursuant to
the Distribution Agreement between the Distributor and the Trust on behalf of
each Series ("Distribution Agreement").

         The Plan provides that:

         l. The Trust shall pay to the Distributor, out of the assets of a
particular Class, a monthly fee not to exceed the fee rate set forth on Schedule
I for such Class as may be determined by the Trust's Board of Trustees from time
to time. Such monthly fee shall be reduced by the aggregate sums paid by the
Trust on behalf of the Series to persons other than broker-dealers (the "Service
Providers") who may, pursuant to servicing agreements, provide to the Series
services in the Series' marketing of shares of the Class.

         2. (a) The Distributor shall use the monies paid to it pursuant to
paragraph l above to furnish, or cause or encourage others to furnish, services
and incentives in connection with the promotion, offering and sale of the
relevant Class shares and, where suitable and appropriate, the retention of such
Class shares by shareholders.

            (b) The Service Providers shall use the monies paid respectively to
them to reimburse themselves for the actual costs they have incurred in
confirming that their customers have received the Prospectus and Statement of
Additional Information, if applicable, and as a fee for (l) assisting such
customers in maintaining proper records with the Trust, (2) answering questions
relating to their respective accounts, and (3) aiding in maintaining the
investment of their respective customers in the Class.

         3. The Distributor shall report to the Trust at least monthly on the
amount and the use of the monies paid to it under the Plan. The Service
Providers shall inform the Trust monthly and in writing of the amounts each
claims under the Plan; both the Distributor and the Service Providers shall
furnish the Board of Trustees of the Trust with such other information as the
Board may reasonably request in connection with the payments made under the Plan
and the use thereof by the Distributor and the Service Providers, respectively,
in order to enable the Board to make an informed determination of the amount of
the Trust" payments with respect to each Class and whether the Plan should be
continued with respect to each Class.



         4. The officers of the Trust shall furnish to the Board of Trustees of
the Trust, for their review, on a quarterly basis, a written report of the
amounts expended under the Plan with respect to each Class and the purposes for
which such expenditures were made.

         5. This Plan shall take effect with respect to the A Class of a
particular Series as of the effective date set forth on Schedule I (the
"Commencement Date"); thereafter, the Plan shall continue in effect with respect
to the A Class of a particular Series for a period of more than one year from
the Commencement Date only so long as such continuance is specifically approved
at least annually by a vote of the Board of Trustees of the Trust, and of the
non-interested Trustees, cast in person at a meeting called for the purpose of
voting on such Plan.

         6.       (a) The Plan may be terminated as to the A Class of any
particular Series at any time by vote of a majority of the non-interested
Trustees or by vote of a majority of the outstanding voting securities of such
Class.

                  (b) The Plan may not be amended as to the A Class of any
particular Series to increase materially the amount to be spent for distribution
pursuant to paragraph l hereof without approval by the shareholders of such
Class.

         7.       All material amendments to this Plan shall be approved
by the non-interested Trustees in the manner described in paragraph 5 above.

         8.       So long as the Plan is in effect, the selection and
nomination of the Trust's non-interested Trustees shall be committed to the
discretion of such non-interested Trustees.

         9. The definitions contained in Sections 2(a)(19) and 2(a)(42) of the
Act shall govern the meaning of "interested person(s)" and "vote of a majority
of the outstanding voting securities," respectively, for the purposes of this
Plan.

         This Plan shall take effect on the Commencement Date, as previously
defined.

April 19, 2001