Delaware Management Company
EX-99.d.2
Delaware Management Company
0000 Xxxxxx Xxxxxx
Philadelphia, PA 19103
January 27, 2012
Board of Trustees
0000 Xxxxxx Xxxxxx
Philadelphia, PA 19103
Re: Expense Limitations
Ladies and Gentlemen:
By our execution of this letter agreement (the "Agreement"), intending to be legally bound hereby, Delaware Management Company, a series of Delaware Management Business Trust (the "Manager"), agrees that in order to improve the performance of Delaware Foundation Equity Fund, Delaware Foundation Growth Allocation Fund, Delaware Foundation Moderate Allocation Fund, and Delaware Foundation Conservative Allocation Portfolio (collectively, the “Funds”), each a series of Delaware Group Foundation Funds, the Manager shall waive all or a portion of its investment advisory fees and/or reimburse expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, short-sale dividend and interest expenses, certain insurance costs, and non-routine expenses or costs, including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, “non-routine expenses”)) in an aggregate amount equal to the amount by which the Funds’ respective total operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, short-sale dividend and interest expenses, certain insurance costs, and non-routine expenses) exceed the percentages set forth below for the period January 27, 2012 through January 28, 2013. For purposes of this Agreement, non-routine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Funds’ Board and the Manager. Inverse floater program expenses include, but are not limited to, interest expense, remarketing fees, liquidity fees, and trustees’ fees from the Portfolios’ participation in inverse floater programs where it has transferred its own bonds to a trust that issues the inverse floaters.
| Fund | Expense Cap | |
| Delaware Foundation Equity Fund | 0.95% | |
| Delaware Foundation Growth Allocation Fund | 0.90% | |
| Delaware Foundation Moderate Allocation Fund | 0.90% | |
| Delaware Foundation Conservative Allocation Fund | 0.88% | |
The Manager acknowledges that it (1) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (2) shall not be entitled to collect on, or make a claim for, reimbursed Portfolio expenses at any time in the future.
Delaware Management Company, a series of
Delaware Management Business Trust
| By: | /s/ Xxxxxx X. Xxxxx | ||
| Name: | Xxxxxx X. Xxxxx | ||
| Title: | Executive Vice President & Chief Administrative Officer | ||
Your signature below acknowledges acceptance of this Agreement:
| By: | /s/ Xxxxxxx X. Xxxxx | ||
| Name: | Xxxxxxx X. Xxxxx | ||
| Title: | President & Chief Executive Officer | ||
| Date: | January 27, 2012 | ||
