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


                           THIRD AMENDED AND RESTATED
                             FINANCIAL INTERMEDIARY
                             DISTRIBUTION AGREEMENT


     Third Amended and Restated Financial  Intermediary  Distribution  Agreement
(the  "Agreement")  effective  as of the 1st of  January,  2007,  by and between
DELAWARE DISTRIBUTORS,  L.P. ("DDLP"), Delaware limited partnership, and LINCOLN
FINANCIAL DISTRIBUTORS, INC. ("LFD"), a Connecticut corporation.

                                   WITNESSETH

     WHEREAS, DDLP serves as the distributor of a number of investment companies
(individually a "Fund" and, collectively, the "Funds" as listed on Appendix A as
such Appendix may be amended from time to time)  registered under the Investment
Company Act of 1940,  as amended  (the "1940  Act"),  pursuant  to  distribution
agreements between each Fund and DDLP;

     WHEREAS, pursuant to the aforementioned  distribution agreements, each Fund
has engaged DDLP to promote the  distribution  of its shares and, in  connection
therewith and as agent for the Fund and not as principal, to advertise, promote,
offer and sell the Fund's shares to the public;

     WHEREAS,  DDLP  has  previously  entered  into  a  Financial   Intermediary
Distribution  Agreement  with LFD, as amended  (the  "Intermediary  Agreement"),
pursuant  to which  LFD:  (i)  promotes  the sale of the Funds'  shares  through
broker/dealers,   financial   advisers   and  other   financial   intermediaries
(collectively "Financial Intermediaries");  (ii) creates messaging and packaging
for certain  non-regulatory  sales and marketing materials related to the Funds;
and (iii) produces such non-regulatory  sales and marketing materials related to
the Funds; and

     WHEREAS, DDLP and LFD desire to revise certain terms under the Intermediary
Agreement and intend that this Agreement shall amend and restate in its entirety
the Intermediary Agreement.

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

1.   DDLP hereby engages LFD to promote the sale of shares of each Fund and each
     investment  portfolio  thereof listed in Appendix A hereto (as revised from
     time to time) through Financial  Intermediaries,  and to create and produce
     non-regulatory  sales and marketing  materials  related to the Funds as set
     forth herein.

2.   LFD agrees to use its best efforts to promote the sale of the Funds' shares
     designated by DDLP to retail  investors  through  Financial  Intermediaries
     wherever  their  sale is legal,  in such  places  and in such  manner,  not
     inconsistent  with the law and the  provisions  of this  Agreement  and the
     Funds' Registration  Statements under the Securities Act of 1933, including
     the  Prospectuses  and  Statements  of  Additional   Information  contained
     therein.

3.   LFD  represents  and  warrants  that it is,  and shall  remain at all times
     during the  effectiveness  of this Agreement,  a  broker/dealer  registered
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     and qualified under applicable  state securities laws in each  jurisdiction
     in which LFD may be required to be qualified to act as a  broker/dealer  in
     securities,  and a member in good standing of the National  Association  of
     Securities Dealers, Inc. (the "NASD"). DDLP represents and warrants that it
     is,  and  shall  remain  at all  times  during  the  effectiveness  of this
     Agreement, a broker/dealer  registered under the Exchange Act and qualified
     under applicable  state securities laws in each  jurisdiction in which DDLP
     may be required





     to be qualified to act as a  broker/dealer  in securities,  and a member in
     good standing of the NASD.

     4.   DDLP will provide LFD with:

          (a)  copies of the current  Prospectuses  and Statements of Additional
               Information for each Fund, including all supplements thereto;

          (b)  copies of each Fund's periodic reports to shareholders as soon as
               reasonably  practicable after DDLP receives such reports from the
               Fund;

          (c)  technical language, data, and product content, and determinations
               concerning product  positioning  recommendations  and sales ideas
               with respect to the Funds;

          (d)  Fund-related  materials  prepared  by  DDLP  and  designated  for
               internal   use  only   (subject  to  the  terms  and   conditions
               established from time to time by DDLP); and

          (e)  prompt  notice of the  issuance by the  Securities  and  Exchange
               Commission   (the  "SEC")  of  any  stop  order   suspending  the
               effectiveness of the  Registration  Statement of any Fund, or the
               initiation of any proceedings for that purpose.

5.   LFD shall create and produce non-regulatory, non-shareholder materials for,
     about,  or related  to,  the Funds  ("Advertising  Materials").  DDLP shall
     provide  product  information  to LFD,  including  information  related  to
     product  descriptions,  strategic  positioning and product management.  LFD
     shall use such information when developing the creative messaging, look and
     feel,  layout and  packaging of the  advertising  materials.  LFD agrees to
     submit to DDLP,  prior to its use,  the form of any  Advertising  Materials
     prepared by LFD and  proposed to be generally  disseminated  by or for LFD,
     all Advertising  Materials  prepared by LFD and proposed to be used by LFD,
     and all Advertising Materials prepared by or for LFD for such dissemination
     or for use by others in connection with the sale of the Funds' shares.  LFD
     also agrees that LFD will file or submit such Advertising  Materials to the
     NASD,  SEC  or  other  regulatory  agency  as  from  time  to  time  may be
     appropriate, considering practices then current in the industry. LFD agrees
     not to use or to permit others to use such  Advertising  Materials  without
     the  prior  written  consent  of DDLP if any  regulatory  agency  expresses
     objection thereto or if DDLP delivers to LFD a written  objection  thereto.
     LFD  shall  not be  responsible  for or  authorized  to  prepare  materials
     relating   to  the  Funds  for  the   purpose  of   satisfying   regulatory
     requirements, including, but not limited to, Prospectuses and Statements of
     Additional Information and periodic shareholder reports. DDLP and LFD agree
     to work  together in good faith to resolve any  disagreements  between DDLP
     and LFD about or objections by DDLP to  Advertising  Materials  prepared by
     LFD.

6.   The  responsibility  of LFD hereunder  shall be limited to the promotion of
     sales  of the  Funds'  shares  through  Financial  Intermediaries,  and the
     creation and production of  non-regulatory  sales and marketing  materials.
     The  parties  hereto  acknowledge  that DDLP will also be  responsible  for
     supporting due diligence activities as they relate to product placements on
     platforms of Lincoln Financial  Group's key accounts.  LFD is not empowered
     to approve  orders for sales of the Funds' shares or to accept  payment for
     such orders.  Sales of a Fund's  shares shall be deemed to be made when and
     where accepted by the Fund's transfer agent on behalf of the Fund.

7.   In  consideration  for the services  provided by LFD under this  Agreement,
     DDLP  shall  pay LFD the  compensation  set  forth  on  Schedule  A to this
     Agreement.

8.   With respect to the  apportionment of costs between DDLP and LFD associated
     with activities with which both are concerned, the following will apply:

          (a)  DDLP will pay the costs  incurred in printing and mailing  copies
               of Fund  Prospectuses  and  shareholder  reports  to  prospective
               investors;

          (b)  DDLP  will  pay  the  costs  of any  additional  copies  of  Fund
               financial and other reports and other Fund literature supplied to
               DDLP by the Fund for sales promotion purposes;


                                        2


          (c)  DDLP will bear the  expense  of the  Advertising  Materials  that
               relate exclusively to the Funds;

          (d)  DDLP and LFD will  jointly  bear the expense of  advertising  and
               promotional  activities and materials  relating both to the Funds
               and to the other products  distributed by LFD, the  apportionment
               of such  expenses  to be agreed upon by DDLP and LFD from time to
               time; and

          (e)  The parties  will agree to  apportion  other  costs and  expenses
               between  DDLP and LFD as  necessary  and as mutually  agreed from
               time to time.

9.   Both  DDLP  and LFD may  engage  in other  business,  provided  such  other
     business does not interfere  with the  performance by DDLP and LFD of their
     respective obligations under this Agreement.

10.  DDLP agrees to indemnify, defend and hold LFD harmless from and against any
     and all losses,  damages, or liabilities to which LFD may become subject by
     reason of DDLP's willful misfeasance, bad faith, or gross negligence in the
     performance  of its duties under this  Agreement.  LFD agrees to indemnify,
     defend and hold DDLP harmless from and against any and all losses, damages,
     or  liabilities to which DDLP may become subject by reason of LFD's willful
     misfeasance,  bad faith,  or gross  negligence  in the  performance  of its
     duties under this Agreement.

11.  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 2005 Market Street,  Philadelphia,
     Pennsylvania  19103-7094,  or at  such  other  address  as  DDLP or LFD may
     designate in writing and furnish to the other.

12.  This Agreement  shall not be assigned,  as that term is defined in the 1940
     Act, by LFD and shall terminate automatically in the event of its attempted
     assignment by LFD. This Agreement will automatically terminate with respect
     to a Fund upon the termination of the distribution  agreement  between DDLP
     and the Fund. This Agreement will  automatically  terminate with respect to
     all Funds in the event  that LFD  ceases to be a  broker/dealer  registered
     under the Exchange Act or a member in good standing of the NASD.  Except as
     specifically  provided  in  the  indemnification   provision  contained  in
     Paragraph 10 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.

13.  (a)  This  Agreement  shall  remain in force  with  respect to a Fund for a
          period  of two  years  from the  date  hereof  and  from  year to year
          thereafter,  but  only so long as  such  continuance  is  specifically
          approved at least annually by the Board of  Directors/Trustees  of the
          Fund or by vote of a majority of the outstanding  voting securities of
          the Fund and only if the  terms  and the  renewal  thereof  have  been
          approved  by the vote of a majority of the  Directors/Trustees  of the
          Fund 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.


                                       3


     (b)  LFD may  terminate  this  Agreement at any time by giving DDLP 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 DDLP.

     (c)  DDLP may  terminate  this  Agreement  at any time upon  prior  written
          notice to LFD of its  intention to so terminate at the  expiration  of
          three months from the date of the  delivery of such written  notice to
          LFD.

     (d)  The Board of Directors/Trustees of a Fund may terminate this Agreement
          with respect to the Fund at any time upon prior written notice to DDLP
          and/or LFD of its intention to so terminate at the expiration of three
          months from the date of delivery of such written notice to DDLP and/or
          LFD.

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

15.  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.                  LINCOLN FINANCIAL DISTRIBUTORS,
By:      DELAWARE DISTRIBUTORS, INC.,        INC.
         General Partner


By:                                          By:
Name:                                        Name:
Title:                                       Title:


                                       4


                                   SCHEDULE A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

The fees payable by DDLP to LFD under this  Schedule A shall be  calculated  and
paid monthly  with respect to the sales of retail  shares of the Funds listed on
Appendix A.

     DDLP shall pay LFD for the actual  expenses  incurred by LFD in  performing
     its duties under this  Agreement as determined by DDLP's  monthly review of
     information  retrieved from Lincoln  Financial Group's  applicable  expense
     management system.  Based on this review, DDLP may request that LFD provide
     additional   information  describing  its  expenses  in  detail  reasonably
     acceptable to DDLP. Additionally, the parties shall agree from time to time
     to a mechanism to monitor LFD's expenses.

     For purposes of this  Agreement,  "detail  reasonably  acceptable  to DDLP"
     shall mean a level of detail that  enables DDLP to  determine,  among other
     things: (i) the direct wholesaling, sales, marketing and other expenses for
     all distribution  channels incurred by LFD on behalf of DDLP for the Funds;
     and (ii) the actual  overhead and other non-100%  direct  expenses that LFD
     incurred  that  were  allocated  to DDLP  based  on  direct  sales of Funds
     attributable  to LFD,  as well as the  basis  for the  methodology  used in
     making such allocation.

     If LFD fails to provide DDLP with information  describing LFD's expenses in
     detail reasonably  acceptable to DDLP, DDLP shall have no obligation to pay
     LFD any fees hereunder until such time as LFD provides such  information in
     detail  reasonably  acceptable to DDLP. No interest on LFD's expenses shall
     be due to LFD for any period prior to DDLP's receipt of expense information
     containing detail reasonably acceptable detail to DDLP.


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                                   APPENDIX A
                                       to
                           THIRD AMENDED AND RESTATED
                  FINANCIAL INTERMEDIARY DISTRIBUTION AGREEMENT

Delaware Group Adviser Funds                     Delaware Group State Tax-Free Income Trust
     Delaware Diversified Income Fund                 Delaware Tax-Free Pennsylvania Fund
     Delaware U.S. Growth Fund
                                                 Delaware Group Tax-Free Fund
Delaware Group Cash Reserve                           Delaware Tax-Free USA Fund
     Delaware Cash Reserve Fund                       Delaware Tax-Free USA Intermediate

Delaware Group Equity Funds I                    Delaware Group Tax-Free Money Fund
     Delaware Balanced Fund                           Delaware Tax-Free Money Fund

Delaware Group Equity Funds II                   Delaware Group Global & International Funds
     Delaware Large Cap Value Fund                    Delaware Emerging Markets Fund
     Delaware Value Fund                              Delaware Global Value Fund
                                                      Delaware International Value Equity Fund
Delaware Group Equity Funds III
     Delaware American Services Fund             Delaware Pooled Trust
     Delaware Small Cap Growth Fund                   The Real Estate Investment Trust Portfolio I
     Delaware Trend Fund
                                                 Voyageur Insured Funds
Delaware Group Equity Funds IV                        Delaware Tax-Free Minnesota Insured Fund
     Delaware Large Cap Growth Fund                   Delaware Tax-Free Arizona Fund
     Delaware Growth Opportunities Fund
                                                 Delaware Investments Municipal Trust
Delaware Group Equity Funds V                         Delaware Tax-Free Florida Insured Fund
     Delaware Dividend Income Fund
     Delaware Small Cap Core Fund                Voyageur Intermediate Tax-Free Funds
     Delaware Small Cap Value Fund                    Delaware Tax-Free Minnesota Intermediate Fund

Delaware Group Foundation Funds                  Voyageur Mutual Funds
     Delaware Aggressive Allocation Portfolio         Delaware Minnesota High-Yield Municipal Bond Fund
     Delaware Moderate Allocation Portfolio           Delaware National High-Yield Municipal Bond Fund
     Delaware Conservative Allocation Portfolio       Delaware Tax-Free California Fund
                                                      Delaware Tax-Free Idaho Fund
Delaware Group Income Funds                           Delaware Tax-Free New York Fund
     Delaware Corporate Bond Fund
     Delaware Delchester Fund                    Voyageur Mutual Funds II
     Delaware Extended Duration Bond Fund             Delaware Tax-Free Colorado Fund
     Delaware High-Yield Opportunities Fund
                                                 Voyageur Mutual Funds III
Delaware Group Government Fund                        Delaware Large Cap Core Fund
     Delaware Core Plus Bond Fund                     Delaware Select Growth Fund
     Delaware Inflation Protected Bond Fund
                                                 Voyageur Tax Free Funds
Delaware Group Limited-Term Government Funds          Delaware Tax-Free Minnesota Fund
     Delaware Limited-Term Government Fund


                                       A-1