Exhibit No. EX-99.e.1.iii


                             DISTRIBUTION AGREEMENT

     Distribution  Agreement  (the  "Agreement")  made  as of  this  9th  day of
January,  2007 by and between  DELAWARE POOLED TRUST, a Delaware  business trust
(the "Trust"),  for the series identified on Schedule I attached hereto, as from
time to time  amended  (the  "Series"),  and DELAWARE  DISTRIBUTORS,  L.P.  (the
"Distributor"), a Delaware limited partnership.

                                   WITNESSETH

     WHEREAS,  the Trust is an investment company regulated by Federal and State
regulatory bodies, and

     WHEREAS,  the  Distributor  is engaged in the  business  of  promoting  the
distribution  of the  securities  of  investment  companies  and, in  connection
therewith  and acting solely as agent for such  investment  companies and not as
principal, advertising,  promoting, offering and selling their securities to the
public, and

     WHEREAS,  the Trust desires to enter into an agreement with the Distributor
as of the date  hereof,  pursuant  to which the  Distributor  shall serve as the
national  distributor  of each class of each  Series  identified  on  Schedule I
hereto,  as from time to time  amended,  which Trust,  Series and classes may do
business  under the names set forth on  Schedule I hereto or such other names as
the  Board of  Trustees  may  designate  from  time to time,  on the  terms  and
conditions set forth below.

     NOW, THEREFORE,  the parties hereto,  intending to be legally bound hereby,
agree as follows:

     1.   The Trust hereby engages the  Distributor to promote the  distribution
          of the shares of each Series and, in connection therewith and as agent
          for the Trust and not as principal,  to advertise,  promote, offer and
          sell shares of each Series to the public.

     2.   (a)  The  Distributor agrees to serve  as  distributor of each Series'
               shares  and,  as agent  for the Trust  and not as  principal,  to
               advertise,  promote and use its best efforts to sell each Series'
               shares  wherever their sale is legal,  either through  dealers or
               otherwise,  in such places and in such manner,  not  inconsistent
               with the law and the provisions of this Agreement and the Trust's
               Registration   Statement   under  the  Securities  Act  of  1933,
               including the Prospectuses  contained  therein and the Statements
               of Additional  Information  contained therein, as may be mutually
               determined by the Trust and the Distributor from time to time.

          (b)  For the Original  Class Shares or  Institutional  Class Shares of
               each series, the Distributor will bear all costs of financing any
               activity  which is  primarily  intended  to result in the sale of
               those shares or classes of shares, including, but not necessarily
               limited to,  advertising,  compensation of underwriters,  dealers
               and sales personnel, the printing and mailing of sales literature
               and distribution of those shares or classes of shares.

          (c)  For its services as agent for the Class A Shares, Class B Shares,
               Class C Shares, Class R Shares and Class P Shares of each Series,
               the Distributor shall be entitled to compensation on each sale or
               redemption,  as  appropriate,  of shares of such classes equal to
               any  front-end  or  deferred   sales  charge   described  in  the
               Prospectus for such Series, as amended and supplemented from time
               to time, and may allow concessions to dealers in such amounts and
               on such terms as are therein set forth.

          (d)  For the Class A Shares,  Class B Shares,  Class C Shares, Class R
               Shares and Class P Shares of each  Series,  the Trust  shall,  in
               addition, compensate the Distributor for its services as provided
               in the  Distribution  Plan as  adopted  on  behalf of the Class A
               Shares,  Class B Shares, Class C Shares, Class R Shares and Class
               P  Shares,  respectively,   pursuant  to  Rule  12b-1  under  the
               Investment Company Act of 1940 (the "Plans"),  copies of which as
               presently in force are  attached  hereto as an Exhibit and at the
               rates  set  forth on  Schedule  I  hereto,  as from  time to time
               amended,  or at such lower  rates as may be set from time to time
               by the Board in agreement with the Trust.

     3.   (a)  The  Trust  agrees  to make  available  for sale by the Trust
               through the  Distributor  all or such part of the  authorized but
               unissued  shares  of  beneficial  interest  of the  Series as the
               Distributor  shall  require  from  time to time  and,  except  as
               provided  in  Paragraph  3(b)  hereof,  the  Trust  will not sell
               Series' shares other than through the efforts of the Distributor.

          (b)  The Trust  reserves  the right  from time to time (1) to sell and
               issue shares other than for cash; (2) to issue shares in exchange
               for  substantially all of the assets of any corporation or trust,
               or in exchange of shares of any corporation or trust;  (3) to pay
               stock dividends to its shareholders,  or to pay dividends in cash
               or  shares  of   beneficial   interest   at  the  option  of  its
               shareholders,  or  to  sell  shares  of  beneficial  interest  to
               existing  shareholders  to the extent of  dividends  payable from
               time to time in cash,  or to split up or combine its  outstanding
               shares;  (4) to offer  shares for cash to its  shareholders  as a
               whole,  by the use of  transferable  rights or otherwise,  and to
               sell and issue shares pursuant to such offers;  and (5) to act as
               its own distributor in any  jurisdiction in which the Distributor
               is not registered as a broker-dealer.

     4.   The Distributor  may, at its expense,  select and contract with one or
          more registered  broker-dealers to perform some or all of the services
          for a Series for which it is  responsible  under this  agreement.  The
          Distributor will be responsible for paying the  compensation,  if any,
          to any such broker-dealer for its services with respect to the Series.
          The Distributor  may terminate the services of any such  broker-dealer
          at any time in its sole discretion,  and shall at such time assume the
          responsibilities  of such broker-dealer  unless or until a replacement
          is selected  and approved by the Board of  Trustees.  The  Distributor
          will  continue  to have  responsibility  for all  distribution-related
          services furnished by any such broker-dealer.

     5.   The Trust warrants the following:

          (a)  The  Trust  is,  or will be,  a  properly  registered  investment
               company,  and any and  all  Series'  shares  which  it will  sell
               through the Distributor are, or will be, properly registered with
               the Securities and Exchange Commission ("SEC").

          (b)  The  provisions of this Agreement do not violate the terms of any
               instrument  by which the Trust is bound,  nor do they violate any
               law or regulation of any body having  jurisdiction over the Trust
               or its property.

     6.   (a)  The Trust will supply to the  Distributor a conformed copy of
               the Registration Statement and all amendments thereto,  including
               all  exhibits and each  Prospectus  and  Statement of  Additional
               Information.

          (b)  The Trust will register or qualify the Series' shares for sale in
               such states as is deemed desirable.

          (c)  The Trust, without expense to the Distributor:

               (1)  will give and continue to give such financial statements and
                    other  information  as may  be  required  by the  SEC or the
                    proper  public  bodies of the  states  in which the  Series'
                    shares may be qualified;

               (2)  from time to time,  will furnish to the  Distributor as soon
                    as  reasonably  practicable  true  copies  of  its  periodic
                    reports to shareholders;

               (3)  will  promptly  advise  the  Distributor  in  person  or  by
                    telephone or telegraph,  and promptly confirm such advice in
                    writing,  (a)  when  any  amendment  or  supplement  to  the
                    Registration Statement becomes effective, (b) of any request
                    by the SEC for amendments or supplements to the Registration
                    Statement or the Prospectuses or for additional information,
                    and  (c)  of the  issuance  by the  SEC  of any  Stop  Order
                    suspending the effectiveness of the Registration  Statement,
                    or the initiation of any proceedings for that purpose;

               (4)  if at any time the SEC shall issue any Stop Order suspending
                    the effectiveness of the Registration  Statement,  will make
                    every reasonable  effort to obtain the lifting of such order
                    at the earliest possible moment;

               (5)  before  filing any  further  amendment  to the  Registration
                    Statement  or  to  any  Prospectus,   will  furnish  to  the
                    Distributor  copies of the proposed  amendment and will not,
                    at any time,  whether  before or after the effective date of
                    the  Registration  Statement,  file  any  amendment  to  the
                    Registration  Statement or supplement  to any  Prospectus of
                    which the Distributor shall not previously have been advised
                    or to which the Distributor  shall reasonably  object (based
                    upon the accuracy or completeness thereof) in writing;

               (6)  will  continue to make  available to its  shareholders  (and
                    forward copies to the Distributor) of such periodic, interim
                    and any other  reports as are now, or as  hereafter  may be,
                    required by the provisions of the Investment  Company Act of
                    1940, as amended; and

               (7)  will,  for the purpose of computing  the  offering  price of
                    each class of each Series'  shares,  advise the  Distributor
                    within  two  hours  after  the  close of the New York  Stock
                    Exchange  (or as soon  as  practicable  thereafter)  on each
                    business  day upon which the New York Stock  Exchange may be
                    open of the net asset  value per share of each class of each
                    Series'   shares   of   beneficial   interest   outstanding,
                    determined in accordance  with any applicable  provisions of
                    law and the  provisions of the Agreement and  Declaration of
                    Trust, as amended,  of the Trust as of the close of business
                    on such  business  day.  In the event that  prices are to be
                    calculated  more than once  daily,  the Trust will  promptly
                    advise the  Distributor of the time of each  calculation and
                    the price computed at each such time.

     7.   The Distributor  agrees to submit to the Trust,  prior to its use, the
          form of all sales literature proposed to be generally  disseminated by
          or for the Distributor,  all advertisements proposed to be used by the
          Distributor, all sales literature or advertisements prepared by or for
          the  Distributor  for  such  dissemination  or for  use by  others  in
          connection  with  the  sale of the  Series'  shares,  and the  form of
          dealers' sales contract the  Distributor  intends to use in connection
          with sales of the Series' shares. The Distributor also agrees that the
          Distributor  will submit such sales literature and  advertisements  to
          the NASD, SEC or other  regulatory  agency as from time to time may be
          appropriate,  considering practices then current in the industry.  The
          Distributor  agrees not to use such form of dealers' sales contract or
          to  use  or  to  permit  others  to  use  such  sales   literature  or
          advertisements  without  the  written  consent  of  the  Trust  if any
          regulatory agency expresses objection thereto or if the Trust delivers
          to the Distributor a written objection thereto.

     8.   The purchase price of each share sold hereunder  shall be the offering
          price per share  mutually  agreed upon by the  parties  hereto and, as
          described in the Trust's  Prospectuses,  as amended from time to time,
          determined in  accordance  with any  applicable  provision of law, the
          provisions of its Agreement and  Declaration  of Trust and the Conduct
          Rules of NASD Regulation, Inc.

     9.   The  responsibility  of the Distributor  hereunder shall be limited to
          the  promotion  of sales of  Series'  shares.  The  Distributor  shall
          undertake  to  promote  such sales  solely as agent of the Trust,  and
          shall not  purchase  or sell  such  shares as  principal.  Orders  for
          Series'  shares and payment  for such orders  shall be directed to the
          Trust's  agent,  Delaware  Service  Company,  Inc.,  for acceptance on
          behalf of the  Trust.  The  Distributor  is not  empowered  to approve
          orders for sales of Series'  shares or accept payment for such orders.
          Sales of  Series'  shares  shall be  deemed  to be made when and where
          accepted by Delaware Service Company, Inc. on behalf of the Trust.

     10.  With respect to the  apportionment  of costs between the Trust and the
          Distributor of activities with which both are concerned, the following
          will apply:

          (a)  The Trust and the  Distributor  will  cooperate in preparing  the
               Registration  Statements,  the  Prospectuses,  the  Statements of
               Additional  Information,  and  all  amendments,  supplements  and
               replacements  thereto.  The Trust will pay all costs  incurred in
               the preparation of the Trust's Registration Statement,  including
               typesetting,   the  costs   incurred  in  printing   and  mailing
               Prospectuses and Annual,  Semi-Annual and other financial reports
               to its own  shareholders  and fees and  expenses  of counsel  and
               accountants.

          (b)  The  Distributor  will pay the costs  incurred  in  printing  and
               mailing copies of Prospectuses to prospective investors.

          (c)  The Distributor  will pay  advertising and promotional  expenses,
               including the costs of literature sent to prospective investors.

          (d)  The Trust will pay the costs and fees incurred in  registering or
               qualifying  the Series'  shares with the various  states and with
               the SEC.

          (e)  The  Distributor  will pay the costs of any additional  copies of
               Trust  financial  and other  reports and other  Trust  literature
               supplied  to the  Distributor  by the Trust  for sales  promotion
               purposes.

     11.  The  Distributor  may engage in other  business,  provided  such other
          business does not interfere with the performance by the Distributor of
          its obligations under this Agreement.

     12.  The Trust  agrees to  indemnify,  defend  and hold  harmless  from the
          assets of the relevant Series the Distributor and each person, if any,
          who controls the  Distributor  within the meaning of Section 15 of the
          Securities Act of 1933, from and against any and all losses,  damages,
          or liabilities to which, jointly or severally, the Distributor or such
          controlling person may become subject,  insofar as the losses, damages
          or liabilities  arise out of the performance of its duties  hereunder,
          except that the Trust shall not be liable for  indemnification  of the
          Distributor or any controlling person thereof for any liability to the
          Trust or its  shareholders to which they would otherwise be subject by
          reason of willful  misfeasance,  bad faith, or gross negligence in the
          performance of their duties under this Agreement.

     13.  Copies of financial reports, Registration Statements and Prospectuses,
          as well as demands, notices,  requests,  consents,  waivers, and other
          communications  in writing  which it may be necessary or desirable for
          either party to deliver or furnish to the other will be duly delivered
          or  furnished,  if delivered to such party at its address  shown below
          during regular  business hours, or if sent to that party by registered
          mail or by prepaid  telegram  filed with an office or with an agent of
          Western Union or another nationally  recognized  telegraph service, in
          all cases within the time or times herein prescribed, addressed to the
          recipient at One Commerce Square, Philadelphia, Pennsylvania 19103, or
          at such other address as the Trust or the Distributor may designate in
          writing and furnish to the other.

     14.  This Agreement  shall not be assigned,  as that term is defined in the
          Investment Company Act of 1940, by the Distributor and shall terminate
          automatically  in  the  event  of  its  attempted  assignment  by  the
          Distributor. This Agreement shall not be assigned by the Trust without
          the written consent of the  Distributor  signed by its duly authorized
          officers and delivered to the Trust.  Except as specifically  provided
          in the  indemnification  provision  contained  in Paragraph 12 herein,
          this Agreement and all  conditions  and provisions  hereof are for the
          sole and  exclusive  benefit of the  parties  hereto  and their  legal
          successors  and no express or implied  provision of this  Agreement is
          intended  or shall be  construed  to give any  person  other  than the
          parties  hereto  and their  legal  successors  any legal or  equitable
          right,  remedy or claim under or in respect of this  Agreement  or any
          provisions herein contained.

     15.  (a)  This Agreement  shall be executed and become  effective as of the
               date first written above, and shall become effective with respect
               to a  particular  Series  as of the  effective  date set forth in
               Schedule I for that Series. It shall remain in force for a period
               of two years from the date  hereof for each  Series and from year
               to year  thereafter,  but  only so  long as such  continuance  is
               specifically  approved at least annually by the Board of Trustees
               or,  with  respect to each  Series,  by vote of a majority of the
               outstanding  voting  securities  of that  Series  and only if the
               terms and the  renewal  thereof  have been  approved  by the vote
               of a majority  of the  Trustees  of the Trust who are not parties
               hereto or interested persons of any such party, cast in person at
               a meeting called for the purpose of voting on such approval.

          (b)  The  Distributor may terminate this Agreement as to any Series on
               written notice to the Trust at any time in case the effectiveness
               of the Registration Statement shall be suspended, or in case Stop
               Order  proceedings  are  initiated  by the SEC in  respect of the
               Registration  Statement and such proceedings are not withdrawn or
               terminated within thirty days. The Distributor may also terminate
               this  Agreement  as to any Series at any time by giving the Trust
               written notice of its intention to terminate the Agreement at the
               expiration  of three  months  from the date of  delivery  of such
               written notice of intention to the Trust.

          (c)  The Trust may  terminate  this  Agreement as to any Series at any
               time  on at  least  thirty  days'  prior  written  notice  to the
               Distributor  (1) if proceedings  are commenced by the Distributor
               or any of its  partners  for  the  Distributor's  liquidation  or
               dissolution or the winding up of the Distributor's  affairs;  (2)
               if a  receiver  or  trustee  of  the  Distributor  or  any of its
               property is appointed and such  appointment is not vacated within
               thirty  days  thereafter;  (3) if, due to any action by or before
               any court or any federal or state commission, regulatory body, or
               administrative agency or other governmental body, the Distributor
               shall be prevented  from selling  securities in the United States
               or because of any  action or conduct on the  Distributor's  part,
               sales of the shares  are not  qualified  for sale.  The Trust may
               also  terminate  this Agreement as to any Series at any time upon
               prior written  notice to the  Distributor  of its intention to so
               terminate at the  expiration of three months from the date of the
               delivery of such written notice to the Distributor.

     16.  The validity,  interpretation and construction of this Agreement,  and
          of each part hereof,  will be governed by the laws of the Commonwealth
          of Pennsylvania.

     17.  In the event any provision of this  Agreement is determined to be void
          or unenforceable, such determination shall not affect the remainder of
          the Agreement, which shall continue to be in force.


                                 DELAWARE DISTRIBUTORS, L.P.

                                 By:  DELAWARE DISTRIBUTORS, INC., General
                                 Partner


                                 By:    /s/ Theodore Smith
                                 Name:  Theodore Smith
                                 Title: President/Chief Executive Officer


                                 DELAWARE POOLED TRUST on behalf of the
                                 Series listed on Schedule I


                                 By:      /s/ Patrick P. Coyne
                                 Name:    Patrick P. Coyne
                                 Title:   President





                                     CLASS P

                                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  Pooled Trust (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 Class P 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.  Payments made to the Distributor may be used for,
among other  things,  preparation  and  distribution  of  advertisements,  sales
literature  and  prospectuses  and reports used for sales  purposes,  as well as
compensation  related  to sales and  marketing  personnel  and  holding  special
promotions. The Distributor may also use such monies for payments to dealers and
others for, among other things,  furnishing  personal  services and  maintaining
shareholder accounts, which services may include, among others,  confirming that
customers  or  participants  received a Prospectus  or  Statement of  Additional
Information,  if  applicable,   assisting  such  customers  or  participants  in
maintaining proper records with the trust; answering questions relating to their
respective accounts;  and aiding in maintaining the investment of such customers
or participants in the relevant Class, if applicable.

          (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's
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 Class P shares 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 Class P shares 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  Class  P  shares  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  Class P  shares  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.


January 9, 2007










                                   SCHEDULE I


     This Schedule to the Distribution  Agreement  between Delaware Pooled Trust
and Delaware  Distributors,  L.P. (the "Agreement") lists the Series and Classes
for which Delaware Distributors, L.P. provides distribution services pursuant to
this Agreement,  along with the 12b-1 Plan rates, if applicable,  for each class
and the date on which the Agreement became effective for each Series.

------------------------- --------------------- -------------- -------------- ----------------
                                                               Portion
                                                Total          designated
                                                12b-1 Plan     as Service
                                                Fee Rate       Fee Rate
                                                (per annum     (per annum
                                                of  the        of the
                                                Series'        Series'
                                                average        average
                                                daily net      daily
                                                assets         net assets
                                                represented    represented
                                                by shares of   by shares of      Original
Series Name               Class Names           the Class)     the Class)      Effective Date
------------------------- --------------------- -------------- -------------- ----------------
The Global Real Estate    The Global Real                                      January 9, 2007
Portfolio                 Estate Securities
                          Portfolio Original
                          Class
------------------------- --------------------- -------------- -------------- ----------------
                          The Global Real           0.25%                      January 9, 2007
                          Estate Securities
                          Portfolio Class P
------------------------- --------------------- -------------- -------------- ----------------


                                      I-1