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...

EX-99.d.3

Delaware Management Company
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

July 28, 2011

Optimum Fund Trust
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000

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 each series of Optimum Fund Trust (collectively, the “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, the “Excluded Expenses”)) in an aggregate amount equal to the amount by which a Fund’s total operating expenses (excluding any Excluded Expenses) exceed the percentages set forth below for the period July 29, 2011 through July 29, 2012. 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 Funds’ participation in inverse floater programs where it has transferred its own bonds to a trust that issues the inverse floaters.

Fund			Expense Cap
Optimum Fixed Income Fund			1.00%
Optimum International Fund			1.40%
Optimum Large Cap Growth Fund			1.25%
Optimum Large Cap Value Fund			1.22%
Optimum Small-Mid Cap Growth Fund			1.55%
Optimum Small-Mid Cap Value Fund			1.45%

     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 Fund 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:
Optimum Fund Trust
By:		/s/ X. Xxxxx Xxxxxxx
		Name:		X. Xxxxx Xxxxxxx
		Title:		President & Chief Executive Officer
		Date:		July 29, 2011