EX-99.H 10 ex99h3.htm OVERSIGHT EX-99.h.3
                                                                       EX-99.h.3

             FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT
                                   AGREEMENT

     THIS AGREEMENT is made as of the 1st day of October,  2007, (the "Effective
Date") by and  between  each fund in the  Delaware  Investments  Family of Funds
listed on Schedule A (each,  a "Fund" and  collectively,  the  "Funds"),  having
their principal place of business at 2005 Market Street, Philadelphia, PA 19103,
and Delaware Service Company,  Inc. ("DSC"),  a Delaware  corporation having its
principal place of business at 2005 Market Street, Philadelphia, PA 19103.

     WHEREAS,   each  Fund  is  registered  with  the  Securities  and  Exchange
Commission  ("SEC") as an investment company under the Investment Company Act of
1940 (the "1940 Act");

     WHEREAS,  the Funds have engaged  Mellon Bank,  N.A.  ("Mellon") to provide
fund  accounting,  financial  administration  and related services for the Funds
pursuant to the Fund Accounting and Financial Administration Services Agreement,
dated as of October 1, 2007 (the "Mellon Fund Accounting Agreement");

     WHEREAS,  the Funds desire that DSC perform the fund accounting,  financial
administration and related services described in this Agreement for the Funds to
supplement  the  services  provided  by  Mellon  pursuant  to  the  Mellon  Fund
Accounting Agreement;

     WHEREAS,  the Funds also desire  that DSC  establish  and  monitor  certain
service level  requirements  with respect to Mellon's  performance of its duties
pursuant to the Mellon Fund Accounting Agreement; and

     WHEREAS, DSC is willing to perform the aforementioned services on the terms
and conditions set forth in this Agreement;

     NOW,  THEREFORE,  in  exchange  for good and  valuable  consideration,  the
receipt and sufficiency of which are  acknowledged,  and intending to be legally
bound, the Funds and DSC agree as follows:

     1. Services

     DSC  shall  perform  for each  Fund and its  series  (including  all  share
classes) listed in Schedule A, the fund accounting, financial administration and
related services set forth in Schedule B to this Agreement ("Services").  A Fund
may add to, or delete from,  this  Agreement a Fund series  and/or class if such
Fund  series  and/or  class is added  to,  or  deleted  from,  the  Mellon  Fund
Accounting  Agreement.  Such  addition or deletion must be evidenced by amending
Schedule  A. Each  existing  and future  series of a Fund  (including  all share
classes) covered by this Agreement is individually and collectively  referred to
as a "Portfolio."  DSC may perform other services for each Fund only upon terms,
conditions  and  compensation  that  DSC and the  Fund  mutually  agree  to,  as
evidenced by an  amendment  to this  Agreement or Schedule B. To the extent that
Mellon does not consent to the addition of a new Portfolio or share class to the





Mellon Fund Accounting  Agreement and a different service provider is engaged to
provide the fund  accounting  and  financial  administration  services  for such
Portfolio  or share  class,  DSC  agrees to  negotiate  in good  faith  with the
applicable  Fund  concerning the provision of the fund  accounting and financial
administration  oversight  services for such  Portfolio or share class given the
scope of  services  to be  provided  by the new fund  accounting  and  financial
administration service provider.

     2. Compensation and Expenses

     A. In return for performing the Services, the Funds shall compensate DSC as
set forth in this Section and in Schedule C to this Agreement. Fees due shall be
accrued daily.  If this Agreement is lawfully  terminated  before the end of any
month,  fees  shall be  calculated  on a pro  rated  basis  through  the date of
termination and shall be due upon the Agreement's termination date.

     B. The Funds will pay all of their own  expenses  that are  incurred in the
Funds'  operation and not specifically  assumed by DSC.  Expenses to be borne by
the Funds include,  but are not limited to: pricing,  security and other similar
data information vendor services;  organizational expenses; costs of services of
the  Funds'   independent   registered  public  accounting  firm   ("independent
accountant")  and the  Funds'  outside  legal and tax  counsel  (including  such
counsel's review of the Funds' registration statements, proxy materials, federal
and state tax qualification as regulated  investment companies and any review of
reports  and  materials  prepared  by DSC under  this  Agreement);  costs of any
services contracted for by the Funds directly from parties other than DSC; trade
association  dues; costs of trading  operations and brokerage fees,  commissions
and transfer  taxes in connection  with the purchase and sale of securities  for
the Funds;  investment  advisory fees; taxes; Fund insurance  premiums and other
Fund insurance-related  fees and expenses applicable to their operations;  costs
incidental to any meetings of shareholders, including, but not limited to, legal
and auditor fees, proxy filing fees and the costs of printing and mailing of any
proxy  materials;  costs  incidental to Fund board meetings,  including fees and
expenses of Fund board members, but excluding costs specifically assumed by DSC;
the salary and  expenses  of any  officer,  director/trustee  or employee of the
Funds who is not also a DSC employee;  registration fees, filing fees, and costs
incidental to the preparation,  typesetting,  printing and/or  distribution,  as
applicable,  of the Funds' registration statements on Forms N-1A, N-2, N-3, N-4,
N-6, and N-14, as applicable, and any amendments thereto, shareholder reports on
Form N-CSR,  Form N-SAR,  Form N-Q,  Form N-PX,  tax  returns,  and all notices,
registrations  and amendments  associated with applicable  federal and state tax
and securities laws; and other expenses properly payable by the Funds.

     C. The Funds agree to reimburse DSC for its actual  out-of-pocket  expenses
in providing the Services, including without limitation, the following:

          (i)  Electronic transmission expenses incurred by DSC in communicating
               with each Fund, the Fund's  investment  advisers (which term, for
               purposes of this  Agreement,  shall be interpreted to include any
               sub-advisers) or custodian, Mellon, dealers or others as required
               for DSC to perform the Services if a Fund officer  requests  such
               electronic  transmission  and  provides  DSC with  prior  written
               approval;


                                        2


          (ii) The cost of creating  microfilm,  microfiche or electronic copies
               of Fund records,  and the cost of storage of paper and electronic
               copies of Fund records;

          (iii) The  charges for  services  provided by the vendors set forth on
               Schedule D;

          (iv) Any  additional  expenses  reasonably  incurred  by  DSC  in  the
               performance of the Services, provided that: (a) if any individual
               expense is less than  $1,000,  DSC shall  provide  prior  written
               notice to the applicable Fund to the extent practicable;  and (b)
               if any individual expense is $1,000 or more, DSC shall obtain the
               prior written consent of an officer of the applicable Fund;

          (v)  In the event that DSC is requested or  authorized by the Funds or
               is required by law, summons, subpoena, investigation, examination
               or other  legal or  regulatory  process to produce  documents  or
               personnel with respect to the Services, and so long as DSC is not
               the subject of the  investigation or proceeding in question,  the
               Funds will  reimburse DSC for its actual  out-of-pocket  expenses
               (including  reasonable attorneys' fees) incurred in responding to
               these requests; and

          (vi) Any additional  expenses incurred by DSC at the written direction
               of a Fund officer.

     D. DSC shall be entitled to receive the following amounts:

          (i)  Any  systems  development  and  project  fees for new or enhanced
               services   requested   by  the   Funds   (including   significant
               enhancements   required   by   regulatory   changes),   and   all
               systems-related expenses associated with the provision of special
               reports  and  services,  in each  case as  agreed  upon by a Fund
               officer in advance; and

          (ii) Ad hoc reporting fees billed at an agreed upon rate.

     E. DSC shall  bill each Fund on a monthly  basis for the fees and  expenses
owed to DSC by such Fund under this  Agreement.  The  monthly  bill shall be set
forth on a detailed invoice in a form mutually agreed upon by DSC and the Funds.
DSC shall send such  invoice to each Fund no later than  fifteen (15) days after
the last day of each month; provided,  however, that the failure by DSC to do so
shall not be  considered  a breach of this  Agreement.  Each Fund shall pay such
invoice within fifteen (15) days of receipt of such invoice by such Fund. In the
event that a Fund does not receive an invoice within fifteen (15) days after the
last day of a month,  such Fund  shall have  fifteen  (15) days from the date of
receipt of such invoice to pay DSC. Any undisputed fees or expenses that are not
paid by a Fund within the required  time frame shall be subject to a late fee of
1.5% of the  amount  billed for each  month  that such fees or  expenses  remain
unpaid,  and the late fee shall be due and payable upon  demand.  If any fees or
expenses are disputed by a Fund,  DSC and such Fund shall work  together in good
faith to resolve the dispute promptly.


                                        3



     F. DSC will  assume   responsibility  for the  costs  of its  ordinary  and
necessary office facilities (including telephone,  telephone  transmission,  and
telecopy expenses),  equipment and personnel to perform the Services,  including
the  compensation  of its  employees  who serve as Fund  trustees,  directors or
officers.  In the event  that DSC is the  subject of an  examination,  subpoena,
investigation,  proceeding  or  legal  or  regulatory  process  relating  to the
Services it provides to the Funds ("DSC Services Inquiry"),  and if DSC requests
that the Funds provide, or if the Funds are required by law, summons,  subpoena,
investigation,  examination  or other legal or  regulatory  process,  to produce
documents or personnel with respect to the Services, then DSC will reimburse the
Funds for their actual out-of-pocket  expenses (including  reasonable attorneys'
fees) incurred in responding to these requests.

     3. Length and Termination of Agreement

     A. The   term of this  Agreement  shall  begin  on the  Effective  Date and
continue for an initial  term of seven (7) years (the  "Initial  Term").  Unless
otherwise  terminated in accordance with its terms, DSC shall either (i) request
that this Agreement be extended for an additional five (5) year period,  or (ii)
indicate  that this  Agreement  will be  terminated  upon the  expiration of the
Initial Term or a Renewal Term (as defined below), as the case may be, in either
case by sending a written  notice of its intent to the Funds no later than three
(3) months prior to the fifth  anniversary  of the Effective Date of the Initial
Term or the third  anniversary  of the effective  date of a Renewal Term (as the
case may be). If DSC requests that this  Agreement be extended for an additional
five (5) year period and the Funds do not reject such  request in writing to DSC
by the sixth anniversary of the Effective Date of the Initial Term or the fourth
anniversary  of the effective  date of a Renewal Term (as the case may be), this
Agreement  shall be extended for an additional  five (5) year period (a "Renewal
Term").  If either (a) DSC indicates that this Agreement will be terminated upon
the  expiration  of the Initial  Term or a Renewal  Term (as the case may be) by
sending a  written  notice of its  intent to the Funds no later  than  three (3)
months prior to the fifth  anniversary of the Effective Date of the Initial Term
or the third  anniversary  of the effective  date of a Renewal Term (as the case
may be), or (b) the Funds  respond to DSC's  request to extend for an additional
five (5) year period by  rejecting  such request in writing to DSC no later than
the sixth  anniversary  of the Effective  Date of the Initial Term or the fourth
anniversary  of the effective  date of a Renewal Term (as the case may be), this
Agreement  shall  terminate  upon the  expiration  of the  Initial  Term or such
Renewal Term (as the case may be). Notwithstanding the foregoing, this Agreement
shall renew automatically in event that the Mellon Fund Accounting  Agreement is
renewed.

     B. A party may  terminate  this  Agreement for one or more of the following
reasons,  provided the terminating party provides the applicable  written notice
to the other party or parties of the reason for such termination:

          (i)  Non-Renewal:  DSC or the Funds may decline to extend the terms of
               this  Agreement  beyond the Initial Term under  subparagraph A of
               this Section;

          (ii) Mutual  Agreement:  The parties may mutually  agree in writing to
               terminate this Agreement at any time;


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          (iii) "For Cause": A party may terminate the Agreement "For Cause," as
               defined  below,  by providing  the other party or parties with 60
               days' advance written notice;

          (iv) Termination of Investment  Manager:  Upon the  termination of the
               investment  management  agreement(s) between a Fund (on behalf of
               its Portfolio(s)) and its investment adviser,  whether terminated
               by   the   investment   adviser,   the   Fund,   its   board   of
               directors/trustees  or its  shareholders,  this  Agreement  shall
               automatically  terminate;  provided,  however, that neither (a) a
               change in such Fund's  investment  adviser to another  investment
               adviser  that  is  under  common   ownership   with  such  Fund's
               investment adviser or its successor,  nor (b) entering into a new
               investment  management agreement with any such investment adviser
               shall  automatically  terminate this  Agreement.  In event of the
               automatic  termination  of this  Agreement with respect to a Fund
               due to the  termination  of  such  Fund's  investment  management
               agreement,  DSC  agrees  to  negotiate  in good  faith  with  the
               applicable  Fund in connection  with DSC's  provision of Services
               during the  transition  to a new fund  accounting  and  financial
               administration  oversight service provider.  For purposes of this
               subparagraph  B(iv) only, the term "investment  adviser" does not
               include any subadvisers; and

          (v)  Termination of Mellon Fund Accounting  Agreement:  This Agreement
               shall  automatically  terminate in the event that the Mellon Fund
               Accounting  Agreement is terminated,  provided that DSC agrees to
               negotiate  in good  faith with the Funds to enter into a new fund
               accounting  and  financial   administration  oversight  agreement
               reflecting  the  appropriate  scope of services to be provided by
               DSC  given the  scope of  services  to be  provided  by  Mellon's
               successor as fund accounting provider.

     For purposes of subparagraph (iii) above, "For Cause" shall mean:

                    (a) a material  breach of this  Agreement  that has not been
               remedied   for  30  days   following   written   notice   by  the
               non-breaching  party or parties  that  identifies  in  reasonable
               detail  the  alleged  failure  of the other  party or  parties to
               perform, provided that if such default is capable of being cured,
               then the defaulting  party or parties are entitled to such longer
               period as may  reasonably be required to cure such default if the
               defaulting  party or  parties  have  commenced  such cure and are
               diligently  pursuing same, but such cure must be completed within
               120 days in any event;

                    (b)  when  a  party   commits  any  act  or  omission   that
               constitutes  negligence,  willful  misconduct,  fraud or reckless
               disregard  of its  duties  under this  Agreement  and that act or
               omission  results in material  adverse  consequences to the other
               party or parties;

                    (c)  a   final,   unappealable   judicial,   regulatory   or
               administrative  ruling or order in which the party or  parties to
               be  terminated  have been found  guilty of criminal or  unethical
               behavior in the conduct of their  business that directly  relates
               to the subject matter of the Services; or

                    (d) when a party  shall  make a general  assignment  for the
               benefit of its creditors or any proceeding shall be instituted by
               or against such party to


                                        5



               adjudicate it as bankrupt or insolvent,  or to seek to liquidate,
               wind up, or  reorganize  such party,  or protect or relieve  such
               party's debts under any law, or to seek the entry of an order for
               relief or the appointment of a receiver, trustee or other similar
               official for it or for a substantial portion of its assets, which
               proceeding  shall  remain  unstayed  for sixty  (60) days or such
               party has taken steps to  authorize  any of the above  actions or
               has become unable to pay its debts as they mature.

     C. If this  Agreement is terminated by any party  (regardless of whether it
is terminated  pursuant to paragraph B. above or for any reason other than those
specified in  paragraph  B. above),  the Funds shall pay to DSC on or before the
effective  date of such  termination  any  undisputed and unpaid fees, and shall
reimburse DSC for any  undisputed  and unpaid  out-of-pocket  costs and expenses
owed to DSC under this Agreement prior to its termination.

     D. If either (i) DSC  terminates  this  Agreement with respect to a Fund at
any time for any reason other than those  specified  in  paragraph B. above,  or
(ii) a Fund terminates this Agreement with respect to such Fund at any time "For
Cause" under subparagraph B(iii) of this Section,  then DSC shall reimburse such
Fund for any  Costs  and  Expenses  incurred  by such  Fund in  connection  with
converting  such  Fund to a  successor  service  provider  with  respect  to the
Services,  including  without  limitation the delivery to such successor service
provider,  such Fund  and/or  other Fund  service  providers  any of such Fund's
property, records, data, instruments and documents.

     E. If this Agreement is terminated (i) by DSC and/or the Funds, as the case
may  be,  at  any  time  for  "nonrenewal"  or  "upon  mutual  agreement"  under
subparagraphs B(i) and B(ii), respectively,  (ii) by DSC at any time as a result
of the "termination of investment  manager" under  subparagraph  B(iv), (iii) by
the Funds at any time for any reason  other than those  specified in paragraph B
above, or (iv) by DSC at any time "For Cause" under subparagraph  B(iii) of this
Section,  the Funds shall  reimburse  DSC  promptly  for any Costs and  Expenses
incurred by DSC in connection with effecting such termination and converting the
Funds to a successor  service  provider with respect to the Services,  including
without  limitation the delivery to such successor service  provider,  the Funds
and/or other Fund service providers any of the Funds' property,  records,  data,
instruments and documents.

     F. For purposes of this Section 3, "Costs and Expenses" incurred by a party
shall mean any  provable,  reasonable,  customary  and direct costs and expenses
actually  incurred by such  party.  For  purposes  of this  Section 3, Costs and
Expenses shall not include any wind-down costs,  including,  without limitation,
non-cancelable  lease  payments;  severance  payments  due and payable to DSC or
sub-contractors'   personnel;   unused  equipment  expense;  and  non-cancelable
payments or  termination  charges  regarding  hosting  and other  subcontracting
services  that were not incurred at the written  direction of the Funds and that
cannot be  transferred  or  redeployed by DSC. Such party must provide the other
party with written evidence of such costs and expenses before the other party is
obligated to pay them. Such party also has a duty to mitigate, and must exercise
its duty to mitigate, such costs and expenses.  Except as expressly set forth in
Sections 3 and 9 and Schedule C, no party hereto  shall be  responsible  for any
costs and expenses or


                                        6



damages  of any kind  whatsoever  resulting  from,  related to or  otherwise  in
connection with the termination of this Agreement.

     G. In the  event  of the  termination  of this  Agreement,  DSC  agrees  to
cooperate  and act in good  faith  to  ensure  an  orderly  transition  to DSC's
successor with respect to the Services  provided  herein.  Without  limiting the
generality  of the foregoing  sentence,  DSC agrees that, in the event that this
Agreement is terminated by a party or the parties, DSC shall deliver a Fund's or
the Funds' property,  records,  data,  instruments and documents to such Fund or
Funds,  its or their  successor  service  providers  and/or  its or their  other
service  providers,  as the  case  may be,  in a  non-proprietary,  commercially
available format.

     H. The  termination  of this  Agreement  with  respect to any given Fund or
Portfolio  shall in no way affect the continued  validity of this Agreement with
respect to any other Fund or Portfolio.

     4. Amendments, Assignment and Delegation

     A modification  of this Agreement  (which term includes all Schedules) will
be effective only if in writing and signed by the parties. No party shall assign
the rights or delegate the duties  pursuant to this Agreement  without the prior
written consent of the other party or parties, except as follows:

          (i)  DSC may employ  such person or persons it may deem  desirable  to
               assist it in performing the Services without notice to the Funds;

          (ii) DSC  may  hire a third  party  to  assist  it in  performing  the
               Services  (each a  "Subcontractor").  DSC shall obtain the Funds'
               prior  written  consent  before DSC  engages a  Subcontractor  to
               provide  significant  services  or  functions  to  assist  DSC in
               performing the Services under this Agreement;

          (iii) DSC may  delegate  one or more of the  functions  or assign this
               Agreement to any direct or indirect  majority-owned  affiliate of
               Lincoln  National  Corporation  with prior written  notice to the
               Funds; and

          (iv) A Fund merger or reorganization  that does not result in a change
               in such Fund's  investment  adviser and where the fund  surviving
               from  such  merger  or  reorganization  assumes  the  duties  and
               obligations of such Fund under this  Agreement  shall not require
               DSC's consent.  For purposes of the this sub-paragraph 4(iv), the
               term "investment adviser" does not include any sub-advisers.

     With respect to the  delegation  of duties under (i), (ii) and (iii) above,
DSC  shall:  (a) be  responsible  for the  acts or  omissions  of such  persons,
Subcontractors  or  affiliates to the same extent as DSC's own acts or omissions
under this Agreement;  (b) be responsible for the  compensation of such persons,
Subcontractors   or  affiliates;   and  (c)  not  be  relieved  of  any  of  its
responsibilities  under  this  Agreement  by virtue of the use of such  persons,
Subcontractors  or  affiliates.  However,  if the Funds instruct DSC to engage a
specific  Subcontractor for the


                                        7



performance of any of the Services,  DSC will not be responsible for any acts or
omissions by, or compensation payable to, such Subcontractor.

     This  Agreement  shall be binding upon,  and shall inure to the benefit of,
the parties and their respective successors and permitted assigns.

5.         Documentation

     Each Fund  represents that it has provided or made available to DSC (or has
given DSC an opportunity to examine) copies of the following documents,  current
as of the Effective Date of this Agreement:

          (i)  The  Articles of  Incorporation,  Agreement  and  Declaration  of
               Trust,  Partnership Agreement, or other similar charter document,
               as relevant,  evidencing the Fund's form of organization  and any
               current amendments thereto;

          (ii) The By-Laws or procedural guidelines of the Fund;

          (iii) Any  resolution  or other action of the Fund or the Fund's board
               establishing or affecting the rights,  privileges or other status
               of any class of shares of a Portfolio,  or altering or abolishing
               any such class;

          (iv) A copy  of a  resolution  of the  Fund  board  appointing  DSC to
               provide the  Services  for each  Portfolio  and  authorizing  the
               execution of this Agreement and its Schedules;

          (v)  A copy  of the  Fund's  currently  effective  prospectus(es)  and
               statement(s) of additional information ("Registration Statement")
               under the Securities Act of 1933 (the "1933 Act") and 1940 Act;

          (vi) Copies of all pertinent Fund policies and procedures  that affect
               the  Services  that  DSC  is to  provide  under  this  Agreement,
               including,  but not limited  to,  those  relating  to  valuation,
               pricing, Section 2(a)(41) of the 1940 Act and Rules 2a-4 and 2a-7
               thereunder, net asset value errors, and "as-of" processing (e.g.,
               relating to error  corrections,  post-trade  revisions or similar
               processing policies that may exist); and

         (vii) Such  other   documents  that  DSC  reasonably   believes  to  be
               necessary  or  appropriate  in  the  proper  performance  of  the
               Services,  subject to the agreement of the Fund,  which shall not
               be unreasonably withheld.

     6. Representations and Warranties of the Funds

     Each Fund represents and warrants the following:


                                        8



     A. The Fund is duly organized and validly existing,  in good standing under
the laws of the jurisdiction of its  organization,  and qualified to do business
in each  jurisdiction  in which the nature or conduct of its  business  requires
such qualification.

     B. The Fund has  requisite  authority  and power  under its  organizational
documents and  applicable law to execute,  deliver,  consummate and perform this
Agreement;  this Agreement is legally valid, binding and enforceable against the
Fund; and the Fund has all necessary  registrations and/or licenses necessary to
conduct the activities as described in the Registration Statement.

     C. There is no pending or threatened legal proceeding or regulatory  action
that would materially impair the Fund's ability to perform its obligations under
this Agreement.  The Fund's  performance of its obligations under this Agreement
will not conflict  with or result in a breach of any terms or  provisions of any
agreement  to which  the  Fund is a party or  bound,  and does not  violate  any
applicable law.

     D. The execution and delivery of this Agreement have been authorized by the
Fund's  directors/trustees  and signed by an authorized Fund officer,  acting as
such, and neither such  authorization  by the Fund  directors/trustees  nor such
execution  and delivery by the Fund officer shall be deemed to have been made by
any of them  individually or to impose any liability on any of them  personally,
and the  obligations  of this  Agreement  are not  binding  upon any of the Fund
directors/trustees  or shareholders,  but bind only the property of the Fund, as
provided in its charter documents.

     7. Representations and Warranties of DSC

     DSC represents and warrants to the Funds the following:

     A. DSC is duly organized as a corporation  in the State of Delaware;  is in
good standing; and is qualified to do business in each jurisdiction in which the
nature or conduct of its business requires such qualification.

     B. DSC has requisite authority and power under its organizational documents
and applicable law to execute,  deliver,  consummate and perform this Agreement;
this Agreement is legally valid,  binding and  enforceable  against DSC; and DSC
has all  necessary  registrations  and/or  licenses  necessary  to  perform  the
Services described in Schedule B.

     C. There is no pending or threatened legal proceeding or regulatory  action
that would  materially  impair  DSC's  ability to provide  the  Services.  DSC's
performance  of the Services will not conflict with or result in a breach of any
of the terms or  provisions  of any  agreement to which DSC is a party or bound,
and does not violate any applicable law to which DSC is subject.

     D. DSC has completed,  obtained and performed all  registrations,  filings,
approvals,  and  authorizations,   consents  or  examinations  required  by  any
government  or  governmental  authority to which DSC is subject,  to perform the
Services contemplated by this Agreement and will maintain the same in effect for
so long as this Agreement remains in effect.


                                        9



     E. DSC will maintain a fidelity  bond and an insurance  policy with respect
to errors  and  omissions  coverage  in form and  amount  that are  commercially
reasonable in light of DSC's duties and responsibilities under this Agreement.

     F. DSC has  implemented  and maintains  reasonable  procedures  and systems
(including  reasonable  disaster  recovery  and  business  continuity  plans and
procedures  consistent with legal,  regulatory and business needs  applicable to
DSC's  delivery of the  Services) to safeguard  the Funds'  records and data and
DSC's records,  data,  equipment  facilities and other property that DSC uses in
the performance of its obligations hereunder from loss or damage attributable to
fire,  theft,  or any  other  cause,  and DSC  will  make  such  changes  to the
procedures  and systems  from time to time as are  reasonably  required  for the
secure performance of its obligations hereunder.

     EXCEPT AS  EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  THERE ARE NO EXPRESS OR
IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE SERVICES UNDER THIS AGREEMENT OR
THE PERFORMANCE  THEREOF,  INCLUDING WITHOUT LIMITATION,  THE MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES  (IRRESPECTIVE OF ANY COURSE OF
DEALING, CUSTOM OR USAGE OF TRADE).

     8. Standard of Care

     DSC shall act in good faith and exercise  reasonable care in performing the
Services under this Agreement. DSC's duties shall be confined to those expressly
set forth  herein,  and no  implied  duties are  assumed  by or may be  asserted
against DSC hereunder.  In that regard, DSC shall have no responsibility for the
actions or activities of any other party, including service providers, except as
provided in Section 4.

     9. Indemnification and Limitation of Liability

     A. DSC will not be liable to the Funds for any loss  incurred  by the Funds
as a result of any error of  judgment,  mistake of law,  act or  omission in the
course  of,  or in  connection  with the  Services  rendered  by,  DSC under the
Agreement in the absence of fraud,  negligence  or willful  misconduct of DSC or
the reckless disregard of its duties under the Agreement.

     B. DSC agrees to  indemnify,  defend  and hold  harmless  the Funds,  their
trustees,  directors,   officers,  employees,  agents  and  nominees  and  their
respective  successors and permitted  assigns from and against claims,  demands,
actions, suits, judgments,  liabilities, losses, fines, damages, costs, charges,
and counsel fees  (collectively,  "Losses")  resulting  directly and proximately
from DSC's fraud,  negligence or willful  misconduct in the  performance  of the
Services, or reckless disregard of its duties under this Agreement.

     C. In order  for these  indemnification  provisions  to  apply,  a party or
parties seeking  indemnification or to be held harmless shall fully and promptly
advise the  indemnifying  party or parties  in  writing of all  pertinent  facts
concerning   the   situation   in  question.   The  party  or  parties   seeking
indemnification will use reasonable care to identify and notify the indemnifying
party or parties in writing promptly  concerning any situation which presents or
appears likely to present


                                       10



the probability of an indemnification  claim. However,  failure to do so in good
faith shall not affect the rights under this provision  unless the  indemnifying
party or parties are  materially  prejudiced by such  failure.  As to any matter
eligible  for  indemnification,  the  indemnified  party or  parties  shall  act
reasonably and in accordance  with good faith business  judgment,  and shall not
effect  any  settlement  or  confess   judgment   without  the  consent  of  the
indemnifying  party or parties,  which  consent shall not be withheld or delayed
unreasonably.

     D. The  indemnifying  party or parties shall be entitled to  participate in
the defense at their own expense,  or assume the defense, of any suit brought to
enforce any claims  subject to this  indemnity  provision.  If the  indemnifying
party or parties elect to assume the defense, they shall be conducted by counsel
of their choosing that is reasonably  satisfactory to the  indemnified  party or
parties;  the  indemnified  party or parties shall bear the fees and expenses of
any additional  counsel they retain. If the indemnifying party or parties do not
elect to assume the defense of such suit,  they will  reimburse the  indemnified
party or  parties  for the  reasonable  fees and  expenses  of any  counsel  the
indemnified  party or parties  retain,  which is reasonably  satisfactory to the
indemnifying  party or  parties.  The  indemnifying  party or parties  shall not
effect any settlement  without the consent of the  indemnified  party or parties
(which  shall not be withheld or delayed  unreasonably)  unless such  settlement
imposes no liability,  responsibility  or other  obligation upon the indemnified
party or parties and relieves them of all fault.

     E. The parties  shall have a duty to  mitigate  damages for which the other
party or parties may become responsible.

     F. No party  hereto  shall be liable to any  other  party for any  special,
indirect,   incidental  or   consequential   damages  of  any  kind  whatsoever.
NOTWITHSTANDING  ANYTHING IN THIS  AGREEMENT TO THE CONTRARY,  IN NO EVENT SHALL
THE FUNDS,  DSC, THEIR  AFFILIATES OR ANY OF ITS OR THEIR  TRUSTEES,  DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE,
SPECIAL,  INCIDENTAL,  INDIRECT OR  CONSEQUENTIAL  DAMAGES  (INCLUDING,  WITHOUT
LIMITATION,  ATTORNEYS' FEES), LOSS OF BUSINESS,  OR LOST PROFITS, EACH OF WHICH
IS HEREBY  EXCLUDED BY  AGREEMENT  OF THE  PARTIES  REGARDLESS  OF WHETHER  SUCH
DAMAGES  WERE  FORESEEABLE  OR WHETHER A PARTY OR ANY ENTITY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

     10. Books and Records, Retention and Rights of Ownership

     A. DSC shall  maintain on behalf of the Funds all books and  records  which
are customary or which are legally  required to be kept in connection with DSC's
performance of Services,  including  without  limitation those required by Rules
31a-1 and 31a-2 under the 1940 Act  ("Records")  to the extent that such Records
are not  maintained  by Mellon in  connection  with the Mellon  Fund  Accounting
Agreement. DSC will prepare and maintain such Records at the Funds' expense, and
the Records shall be the Funds'  property.  DSC will make the Records  available
for inspection by the SEC,  including giving the SEC access to the Records,  and
otherwise surrender the Records promptly in accordance with Rule 31a-3 under the
1940  Act.  DSC  will  allow  the  Funds  and  their   authorized   persons  and
representatives  to review the Records


                                       11


during DSC's normal  business hours or, upon  reasonable  notice,  at such other
times as the Funds may request.

     B. Notwithstanding   the  foregoing,  all  computer  programs,  systems and
procedures  employed or developed by or on behalf of DSC, or on behalf of DSC by
system  providers or vendors  used by DSC, to perform the Services  that are not
Records are the sole and exclusive property of DSC.

     11. Reports

     A. DSC shall furnish reports to the Funds,  their other service  providers,
their  broker/dealers  and to others that the Funds designate in writing at such
times as are  prescribed  pursuant to this Agreement to be provided or completed
by DSC, or as subsequently agreed upon by the parties pursuant to this Agreement
or any amendment thereto.

     B. DSC will provide reasonable access to the Funds' independent  accountant
as well as internal auditors  employed by the Funds'  administrator or affiliate
to  periodically  perform a  reasonable  review of DSC's  internal  controls and
procedures relevant to the Services.

     12. Notices

     Any  communication,  notice or demand  pursuant to this Agreement  shall be
properly  addressed,  in writing and  delivered by personal  service  (including
express or courier service),  registered or certified mail, or by facsimile with
proof of  proper  transmission  and a means  for  confirmation  of  delivery  to
recipient, as follows:

     If to DSC:

                  Delaware Service Company, Inc.
                  2005 Market Street
                  Philadelphia, PA 19103-7094

                  Attention:  General Counsel

                  Telephone:  (215) 255-1360
                  Facsimile:  (215) 255-1131

     If to the Funds:

                  Delaware Investments Family of Funds
                  2005 Market Street
                  Philadelphia, PA 19103

                  Attention:  General Counsel

                  Telephone:  (215) 255-1360
                  Facsimile:  (215) 255-1131


                                       12



     With a copy to:

                  Stradley Ronon Stevens & Young, LLP
                  2600 One Commerce Square
                  Philadelphia, PA 19103

                  Attention:  Mark A. Sheehan, Esq.

                  Telephone:  (215) 564-8027
                  Facsimile:  (215) 564-8120


     13. Advice and Reliance

     A. DSC may consult with DSC's or the Funds' counsel, independent accountant
and other  experts with  respect to any matter  arising in  connection  with the
Services  performed by DSC, and DSC shall not be liable nor  accountable for any
action  taken or omitted by it in good  faith in  accordance  with the advice of
such counsel,  independent accountant or other experts. DSC shall in no event be
liable to the Funds or any Fund  shareholder or beneficial  owner for any action
reasonably taken pursuant to such advice.

     B. DSC agrees to  cooperate  with the  Funds'  independent  accountant,  to
reasonably support the independent  accountant's  engagement with the Funds, and
to provide the independent accountant reasonable access to the Records. DSC also
agrees to provide  periodic  sub-certifications  to each Fund's chief compliance
officer and certifying  principal  executive and financial  officers relating to
the Services DSC performs, based on a form of sub-certification that DSC and the
Funds mutually and reasonably  agree to, and subject to such  limitations as may
be  reasonable  or  necessary to not make a material  misstatement,  omission or
untrue statement of fact.

     14. Compliance with Law

     A. In performing the Services,  DSC shall comply with all applicable  laws,
and its standard of performance shall be in accord with such standards as may be
imposed by law and the requirements of all regulatory authorities.

     B. DSC shall use commercially  reasonable efforts to make its employees who
are responsible for providing the Services ("Relevant  Employees")  available to
federal, state and local governmental and regulatory and supervisory authorities
having  jurisdiction  over  the  performance  of  the  Services   ("Governmental
Authorities") as may be required by such  Governmental  Authorities  pursuant to
applicable law,  subpoena or order,  and as may be requested by any Governmental
Authorities on behalf of or with respect to the Funds or any of their affiliates
or as may be  requested by the Funds to be made  available to such  Governmental
Authorities.


                                       13



     15. Governing Law and Jurisdiction

     This  Agreement and  performance  hereunder  and all suits and  proceedings
hereunder  shall be governed by and  construed in  accordance  with the internal
laws of the Commonwealth of  Pennsylvania,  without giving effect to conflict of
law principles.  Each of the parties to this Agreement expressly and irrevocably
submits to the exclusive  jurisdiction of the courts of Pennsylvania  and waives
any claims of  inconvenient  forum or venue.  To the extent that the laws of the
Commonwealth of Pennsylvania conflict with the applicable provisions of the 1940
Act, the applicable provisions of the 1940 Act shall control.

     16. Services Not Exclusive

     A. DSC's  Services are not  exclusive to the Funds and DSC shall be free to
render similar services to others.

     B. DSC shall perform the Services  solely as an independent  contractor and
no joint venture,  partnership,  employment, agency or any other relationship is
intended, accomplished or embodied in this Agreement.

     C. In performing the Services,  DSC is acting solely on behalf of the Funds
and no  contractual  or service  relationship  shall be deemed to be established
between DSC and any other person, including without limitation the custodian and
Fund shareholders.

     17. Force Majeure and Uncontrollable Events

     DSC shall  maintain  adequate  and reliable  computer  and other  equipment
necessary or appropriate to carry out its obligations under this Agreement. Upon
the  Funds'  reasonable  request,  DSC shall  provide  supplemental  information
concerning  the aspects of its disaster  recovery and business  continuity  plan
that are relevant to the  Services.  Notwithstanding  the foregoing or any other
provision of this Agreement, DSC assumes no responsibility  hereunder, and shall
not be liable for, any damage, loss of data, business interruption, delay or any
other loss whatsoever  caused by "Force Majeure  Events." "Force Majeure Events"
are  events  beyond  the   reasonable   control  of  DSC,  its  agents  and  its
Subcontractors.  In the event of Force  Majeure  Events,  or any  disaster  that
causes  a  business  interruption,  DSC  shall  act in  good  faith  and  follow
applicable  procedures in its disaster recovery and business continuity plan and
use all commercially reasonable efforts to minimize service interruptions.

     18. Severability

     If any  provision  of this  Agreement  shall be held or made  invalid,  the
remainder of this  Agreement and the parties'  rights and  obligations  under it
shall  not be  affected  by such  action,  and  the  invalid  provisions  of the
Agreement  shall be  deemed to be  severable  only in the  jurisdiction  that so
determines.


                                       14


     19. Survivability

     The  following   provisions   shall  survive   beyond  the  expiration  and
termination of this Agreement:

          o    All compensation provisions, including Section 2 Compensation and
               Expenses,  Section 3.C regarding  termination  fees and expenses,
               and Schedule C;

          o    Section 4. Amendments, Assignment and Delegation;

          o    Section 6. Representations and Warranties of the Funds;

          o    Section 7. Representations and Warranties of DSC;

          o    Section 9. Indemnification and Limitation of Liability;

          o    Section 10. Books and Records, Retention and Rights of Ownership;

          o    Section 17. Force Majeure and Uncontrollable Events; and

          o    Section 18. Severability.


     20. Confidential Information

     "Confidential  Information" of a party shall be maintained  confidential by
any  other  party,  and  shall  include:  (a) any  data or  information  that is
competitively  sensitive  material,  and  not  generally  known  to the  public,
including,  but not limited  to,  information  about  product  plans,  marketing
strategies,  finances,  operations,  customer relationships,  customer profiles,
customer  lists,  sales  estimates,  business  plans,  and internal  performance
results relating to the past, present or future business activities of a Fund or
DSC, their respective  subsidiaries and affiliated  companies and the customers,
clients  and  suppliers  of  any  of  them;  (b)  any  scientific  or  technical
information,  design,  process,  procedure,  formula,  or  improvement  that  is
commercially valuable and secret in the sense that its confidentiality affords a
Fund or DSC a competitive  advantage over its competitors;  (c) all confidential
or proprietary concepts,  documents,  reports,  data,  specifications,  computer
software,  source  code,  object  code,  flow  charts,  databases,   inventions,
know-how,  and trade secrets,  whether or not patentable or  copyrightable;  (d)
non-public  portfolio  holdings  information  of a  Portfolio;  and (e) anything
designated as confidential.  DSC shall maintain  adequate  safeguards to prevent
the use of the  Confidential  Information by DSC, its employees,  Subcontractors
and  affiliates  for any purpose other than  performing  the Services under this
Agreement.   DSC  also  shall   maintain   adequate   safeguards  to  limit  the
dissemination  of a Portfolio's  non-public  portfolio  holdings  information to
third parties (x) that assist DSC in the  performance of the Services under this
Agreement and have entered into a confidentiality  agreement no less restrictive
than the terms in this  Agreement and (y) with the prior  written  consent of an
officer of the applicable Fund.


                                       15


     However,   Confidential   Information   shall  not  be   subject   to  such
confidentiality  obligations if it: (a) is already known to a receiving party at
the time it is obtained;  (b) is or becomes publicly known or available  through
no wrongful act of a receiving  party;  (c) is rightfully  received from a third
party who, to the best of a receiving party's knowledge,  is not under a duty of
confidentiality;  (d) is released by a protected  party to a third party without
restriction;  (e) is required to be disclosed pursuant to a Fund's  Registration
Statement  or by a  requirement  of a court  order,  subpoena,  governmental  or
regulatory  agency or law (provided the disclosing  party will promptly  provide
the other party written notice of such requirement, to the extent such notice is
permitted);  (f) is  relevant  to the  defense  of any  claim or cause of action
asserted  against  a  receiving  party;  or (g)  has  been  or is  independently
developed or obtained by a receiving party.

     21. Contract Terms To Be Exclusive

     This Agreement  constitutes the complete agreement of the parties about the
covered subject matter,  and supersedes all prior  negotiations,  understandings
and agreements bearing upon the covered subject matter.

     22. Waiver

     A party's waiver of a breach of any provision of this  Agreement  shall not
operate or be construed  as a waiver of any  subsequent  breach by any party.  A
party's  failure  to  insist  upon  strict  adherence  to any  provision  of the
Agreement  shall not  constitute  a waiver or deprive such party of the right to
insist upon strict adherence to such provision.

     23. Counterparts and Reproduction of Documents

     This Agreement may be executed in any number of counterparts, each of which
is deemed an original and all of which together  evidence the entire  Agreement.
This  Agreement  and  any  amendments  may be  reproduced  by  any  commercially
acceptable  process.  The  parties  agree  that any such  reproduction  shall be
admissible in evidence as the original itself in any judicial or  administrative
proceedings, whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement  facsimile or further  reproduction  of such  reproduction  shall be
likewise admissible in evidence.


                                       16



     24. Miscellaneous

     Paragraph  headings in this Agreement are included for convenience only and
are not to be used to construe or interpret this Agreement.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed all as of the day and year first above written.

DELAWARE INVESTMENTS                           DELAWARE SERVICE COMPANY, INC.
FAMILY OF FUNDS (as listed on
Schedule A)

By:      /s/ Richard Salus                     By:     /s/ Richard Salus

Name:    Richard Salus                         Name:   Richard Salus

Title:   Chief Financial Officer               Title:  Senior Vice President


                                       17




                                   SCHEDULE A
                             TO THE FUND ACCOUNTING
            AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007

                                 OPEN-END FUNDS

Delaware Group Adviser Funds                           Delaware Group Limited-Term Government Funds
     Delaware Diversified Income Fund                       Delaware Limited-Term Diversified Income Fund
     Delaware U.S. Growth Fund                                (formerly, Delaware Limited-Term Government Fund)

Delaware Group Cash Reserve                            Delaware Group State Tax-Free Income Trust
     Delaware Cash Reserve Fund                             Delaware Tax-Free Pennsylvania Fund

Delaware Group Equity Funds I                          Delaware Group Tax-Free Fund
     Delaware Balanced Fund                                 Delaware Tax-Free USA Fund
                                                            Delaware Tax-Free USA Intermediate
Delaware Group Equity Funds II
     Delaware Large Cap Value Fund                     Delaware Group Tax-Free Money Fund
     Delaware Value Fund                                    Delaware Tax-Free Money Fund

Delaware Group Equity Funds III                        Delaware Group Global & International Funds
     Delaware American Services Fund                        Delaware Emerging Markets Fund
     Delaware Small Cap Growth Fund                         Delaware Global Value Fund
     Delaware Trend Fund                                    Delaware International Value Equity Fund

Delaware Group Equity Funds IV                         Voyageur Insured Funds
     Delaware Large Cap Growth Fund                         Delaware Tax-Free Minnesota Insured Fund
     Delaware Growth Opportunities Fund                     Delaware Tax-Free Arizona Fund
     Delaware Global Real Estate Securities Fund
     Delaware Healthcare Fund                          Delaware Investments Municipal Trust
                                                            Delaware Tax-Free Florida Insured Fund
Delaware Group Equity Funds V
     Delaware Dividend Income Fund                     Voyageur Intermediate Tax-Free Funds
     Delaware Small Cap Core Fund                           Delaware Tax-Free Minnesota Intermediate Fund
     Delaware Small Cap Value Fund
                                                       Voyageur Mutual Funds
Delaware Group Foundation Funds                             Delaware Minnesota High-Yield Municipal Bond Fund
     Delaware Aggressive Allocation Portfolio               Delaware National High-Yield Municipal Bond Fund
     Delaware Moderate Allocation Portfolio                 Delaware Tax-Free California Fund
     Delaware Conservative Allocation Portfolio             Delaware Tax-Free Idaho Fund
                                                            Delaware Tax-Free New York Fund
Delaware Group Income Funds
     Delaware Corporate Bond Fund                      Voyageur Mutual Funds II
     Delaware Delchester Fund                               Delaware Tax-Free Colorado Fund
     Delaware Extended Duration Bond Fund
     Delaware High-Yield Opportunities Fund            Voyageur Mutual Funds III
                                                            Delaware Large Cap Core Fund
Delaware Group Government Fund                              Delaware Select Growth Fund
     Delaware Core Plus Bond Fund
     Delaware Inflation Protected Bond Fund            Voyageur Tax Free Funds
                                                            Delaware Tax-Free Minnesota Fund


                                       18


                             OPEN-END FUNDS (con't)

Delaware Pooled Trust                                  Delaware VIP Trust
     The Large-Cap Growth Equity Portfolio                 Delaware VIP Balanced Series
     The Large-Cap Value Equity Portfolio                  Delaware VIP Capital Reserves Series
     The Mid-Cap Growth Equity Portfolio                   Delaware VIP Cash Reserve Series
     The Small-Cap Growth Equity Portfolio                 Delaware VIP Diversified Income Series
     The Focus Smid-Cap Growth Equity Portfolio            Delaware VIP Emerging Markets Series
     The Smid-Cap Growth Equity Portfolio                  Delaware VIP Growth Opportunities Series
     The Real Estate Investment Trust Portfolio            Delaware VIP High Yield Series
     The Real Estate Investment Trust Portfolio II         Delaware VIP International Value Equity Series
     The All-Cap Growth Equity Portfolio                   Delaware VIP REIT Series
     The International Equity Portfolio                    Delaware VIP Select Growth Series
     The Labor Select International Equity Portfolio       Delaware VIP Small Cap Value Series
     The Emerging Markets Portfolio                        Delaware VIP Trend Series
     The Global Real Estate Securities Portfolio           Delaware VIP U.S. Growth Series
     The Intermediate Fixed Income Portfolio               Delaware VIP Value Series
     The Core Focus Fixed Income Portfolio
     The High-Yield Bond Portfolio
     The Core Plus Fixed Income Portfolio
     The Global Fixed Income Portfolio
     The International Fixed Income Portfolio

                                CLOSED-END FUNDS

Delaware Investments Arizona Municipal Income          Delaware Investments Minnesota Municipal Income
Fund, Inc.                                             Fund II, Inc.

Delaware Investments Colorado Insured Municipal        Delaware Investments Dividend and Income Fund, Inc.
Fund, Inc.

Delaware Investments Florida Insured Municipal         Delaware Investments Global Dividend and Income
Income Fund, Inc.                                             Fund, Inc.

Delaware Enhanced Global Dividend and Income
Fund


                                       19



                                   SCHEDULE B
                             TO THE FUND ACCOUNTING
            AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007

     DSC shall  perform for each Fund and each of its  Portfolios  the following
fund accounting, financial administration and related services. Unless otherwise
noted,  capitalized  terms used herein shall have the same meanings  assigned to
them in the Agreement.

A.  Valuations

1.   Participate  on the Fund's  fair value  committee,  manage the  committee's
     decision-making   process  and  provide  Mellon  with  fair  value  pricing
     decisions.
2.   Provide  oversight of the Fund's pricing process,  including  maintaining a
     relationship with pricing vendors, providing Mellon with sources for prices
     obtained through broker/dealer quotes, and reviewing stale pricing reports.
3.   Verify that the daily net asset value ("NAV") is disseminated to interested
     parties;  facilitate  resolution of NAV errors,  and ensure that corrective
     action is  implemented,  if  necessary;  review  procedures  with Mellon to
     verify that appropriate controls are in place.
4.   Subject to the oversight and approval,  if necessary,  of the Fund's Board,
     select  pricing  vendors and  negotiate  and maintain  contracts  with such
     vendors for the benefit of the Fund.

B.  Calculation and Payment of Expenses

1.   Process  and pay  invoices  on  behalf of the Fund  until  the date  Mellon
     assumes  responsibility for paying approved invoices;  effective as of such
     date,  approve  bills  for  payment  by  Mellon  and  provide  Mellon  with
     allocation instructions and wire instructions.
2.   Provide Mellon with information on the amount of directors'/trustees'  fees
     to be accrued and the methodology  for allocating  these expenses among the
     Portfolios.
3.   Issue   checks   on   behalf   of  the  Fund  to   directors/trustees   for
     director/trustee  compensation  (net of Philadelphia city wage tax) and for
     reimbursement  of meeting  expenses;  remit  Philadelphia  city wage tax on
     behalf of directors/trustees with respect to such payments.
4.   Provide  Mellon  with  asset-based  fee  information  on an  annual  basis,
     promptly notify Mellon of any changes  impacting these fees, and review and
     approve  Mellon's  fee  calculations  based on  timeframes  detailed in the
     applicable Service Level Document (as defined below).
5.   Provide Mellon with any applicable expense limitations and review Portfolio
     expenses to ensure that expense limitations have been properly implemented.
6.   Review  budget  assumptions   employed  by  Mellon  for  new  and  existing
     Portfolios, inform Mellon of any significant new items requiring accrual or
     changes to current accruals,  and review the over  accruals/under  accruals
     and approve non-routine  adjustments to journal entries before the year-end
     excise tax period.

C.  Financial Reporting

1.   Manage  certifications  and  sub-certification   process  as  required  for
     financial reports, data and processes.
2.   Review financial reporting information provided by Mellon for prospectuses,
     statements of additional  information  and other  disclosure  documents and
     coordinate completion of financial administration responsibilities.


                                       20


3.   Review  reports  on Form  N-CSR,  Form  N-SAR  and Form  N-Q for  accuracy,
     completeness,  and proper financial disclosures in conjunction with Mellon.
     Participate  in review  by,  and  resolution  of  comments  from,  external
     auditors when necessary or appropriate.
4.   If a closed-end fund,  analyze  financial data and coordinate  tender offer
     process with Fund management and the investment manager's legal department,
     the investment manager's investment team and Mellon.
5.   Support  Form N-SAR  reporting by  completing  and  reviewing  responses to
     financial questions.
6.   Provide  financial  data  for  inclusion  in  board  reports,  and  furnish
     direction  to  Mellon  regarding  board  reporting   requirements.   Review
     financial information included in board reports prior to distribution.
7.   In conjunction with Mellon, provide analysis and recommendations  regarding
     the impact of new accounting pronouncements on the Fund.

D.  Portfolio Securities Transactions and Trade Operations

1.   Coordinate  notification of, and responses to, voluntary  corporate actions
     between Mellon and the investment manager's investment team. Facilitate and
     ensure issues resolution.
2.   Maintain  data  requirements  for order  management  and  trading  systems,
     including,  but not limited to, XIP,  Predator,  Bloomberg,  and  Long-Term
     Trade.
3.   Ensure  that   information  on  executed  trades  is  provided  to  Mellon,
     broker/dealers  and agents,  including  information  on trades not executed
     through trading systems (e.g., derivatives,  swaps and currency contracts).
     Confirm executed trades with broker/dealers and agents.
4.   Provide support and trade maintenance for soft dollar transactions.
5.   Provide  ad  hoc  support  for  trading  systems,   including  testing  and
     implementation of enhancements and modifications.
6.   Manage trade settlement processes between the custodians and broker/dealers
     for  Fund for  standard  trades,  next day  settlements,  cash  trades  and
     mortgage-backed securities.
7.   Maintain  relationships with custodian banks in support of trade settlement
     processes.

E.  Dividends and Distributions

1.   Review  dividend  projections  prepared by Mellon,  prepare  Section  19(a)
     notices and coordinate with the investment  manager's  legal  department to
     prepare press releases regarding dividends and distributions.
2.   Coordinate  dividend process with Mellon,  the Fund's transfer agent,  Fund
     management, and the investment manager's legal department.
3.   Ensure timely payout of Fund  distributions for both net income and capital
     gains,  and  verify  appropriate  and  timely   dissemination  of  data  to
     interested   parties.   Conduct   summary  level  review  of   distribution
     calculations and amounts.

F.  Reconciliation and Cash Management

1.   Review  cash  and  principal  assets  reconciliation  reports  to  mitigate
     potential NAV impacts resulting from cash, position or share discrepancies.

2.   Monitor the daily delivery of investable cash information to the investment
     manager's  investment  team and  respond to  questions  and  ensure  timely
     resolution  of issues.  Act as liaison  between  the  investment  manager's
     investment team and Mellon.


                                       21


G.  Fund Performance Information

1.   Provide oversight for timely  dissemination of performance  information and
     conduct trend analysis review on performance information.

H.  Audit Support

1.   In  coordination  with Mellon,  participate  in planning  and  execution of
     external  audits and coordinate  and  participate in responses to inquiries
     from external auditor.

2.   Receive and maintain copy of external audit correspondence.

I.  Tax Reporting and Consulting

1.   Provide  detailed  review of all  federal,  state and city tax  returns and
     ancillary schedules, including year-end excise tax distributions.
2.   Provide  consulting  services,   including   interpretation  of  applicable
     regulations, to the Fund and Mellon regarding tax diversification.
3.   Ensure that all tax returns are filed in accordance  with filing  deadlines
     and maintain copies of tax returns, including proof of timely mailing.
4.   Monitor and be  familiar  with new and  proposed  tax  legislation  through
     membership in the Investment  Company  Institute's  tax committee and other
     legal,   financial   and  trade   organizations.   Provide   analysis   and
     recommendations regarding the impact of new tax legislation on the Fund.
5.   Prepare  non-shareholder  tax forms, as required,  including Form 1099, for
     each member of the board of directors/trustees.
6.   Review and provide  comments  on the  tax-related  sections of  shareholder
     reports,  Section  19(a)  notices,  prospectuses,  statements of additional
     information and other disclosure documents, and audit work preparation.

J.  Compliance Monitoring

1.   Ensure that  diversification  tests are completed as prescribed by Internal
     Revenue  Service  and  Securities  and  Exchange  Commission   regulations.
     Facilitate  corrective action with the investment manager's investment team
     as necessary.
2.   Ensure  compliance  with  Subchapter  M and  Section  4982 of the  Internal
     Revenue Code.

K.  Data Feeds

1.   Participate in managing the  dissemination of Fund data to third parties by
     furnishing  Mellon with details  regarding new requests and notification of
     changes to Fund and Fund management.

L.  Performance of Services by Mellon

1.   Establish and monitor certain service level requirements as detailed in the
     service level  documents  (each a "Service  Level  Document")  entered into
     between DSC and Mellon with respect to Mellon's  performance  of its duties
     pursuant to the Mellon Fund Accounting Agreement with the Fund.
2.   Evaluate Mellon's performance against the mutually agreed upon requirements
     as  detailed  in  the  applicable  Service  Level  Document  and  recommend
     adjustments as necessary.
3.   Conduct periodic due diligence review of Mellon's  processes as detailed in
     the applicable Service Level Document.


                                       22


4.   Ensure that corrective action plans are developed and implemented by Mellon
     as a result of a service  requirement default as detailed in the applicable
     Service Level Documents.

M.  Business Continuity

1.   Confirm the adequacy of disaster recovery plans with respect to systems and
     processes of third party  vendors  selected by the Fund or DSC and relating
     to fund accounting and financial administration.

N.  Relationship Management

1.   Participate  in meetings  with  Mellon to discuss  trends,  technology  and
     strategic direction, and report pertinent information to the Fund board.
2.   Represent  interests of Fund board at annual meeting with Mellon to discuss
     services    provided,    system    functionality   and    policy/procedural
     documentation.

O.  Other

1.   Review leverage  requirements and manage credit facilities on behalf of the
     Fund.
2.   Monitor the flow of information  between Mellon and the Fund's proxy voting
     agent.  In order to ensure proper voting of proxies  received in connection
     with  securities held by the  Portfolio(s),  review the Fund's proxy voting
     summaries,  which will be  prepared by Mellon from the records of the proxy
     voting agent.
3.   If a closed-end  fund,  act as liaison  between  Mellon and the  investment
     manager's investment team, Moody's Investor Services, Standard & Poor's
     and the investment manager's  compliance  department for closed-end ratings
     agency tests,  ensuring that  communication and corrective action protocols
     are maintained.
4.   Arrange  in good faith for the  amendment  of the  Mellon  Fund  Accounting
     Agreement or the negotiation of new contractual  arrangements  with another
     service   provider  with  respect  to  new  fund  accounting  or  financial
     administration  services  requested by the Funds or required by  applicable
     law after the date of this Agreement.


                                       23


                                   SCHEDULE C
                             TO THE FUND ACCOUNTING
                AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
                                     BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007



Annual Fees

The Funds  shall pay to DSC the  following  Annual  Fees (which are based on the
aggregate average daily net assets of the Funds):

Average Daily Net Assets                                     Annual Fees
------------------------------------------------------------------------
First $30 billion of average daily net assets                    0.0050%
Next $10 billion of average daily net assets                     0.0045%
Next $10 billion of average daily net assets                     0.0040%
Over $50 billion of average daily net assets                     0.0025%


                                       24


                                   SCHEDULE D
                             TO THE FUND ACCOUNTING
                AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
                                     BETWEEN
                       DELAWARE SERVICE COMPANY, INC. AND
                      DELAWARE INVESTMENTS FAMILY OF FUNDS
                              Dated October 1, 2007


LIST OF AUTHORIZED PRICING VENDORS:

Name of Vendor                                         Types of Securities
Interactive Data                                 Equities (US and Foreign), Taxable
                                                      Bonds, Non Taxable Bonds, CDS
Standard & Poor's (including JJ Kenny)           Non Taxable Bonds, Taxable Bonds
Bloomberg                                        Equities, Bonds, Futures, Options
Reuters                                          Exchange Rates, Equities, Taxable Bonds
Markit Data (via Interactive Data)               CDS and CDX Swap pricing (this is either
                                                 direct or via IDC)

FAIR VALUATION INFORMATION VENDOR(S):

Name of Vendor                                         Types of Securities
Interactive Data Fair Value Service              Foreign Equities

LIST OF AUTHORIZED DATA INFORMATION VENDORS:

Name of Vendor                                         Type of Service
GICS                                             Security Classifications
Xcitek                                           Corporate Actions Notifications
S&P - CUSIP                                      CUSIP Database
Securities Class Action Services LLC             Class Action Notification
LSE - SEDOL License                              SEDOL Database
Thomson Financial                                Municipal Floating Rates


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