0000898432-03-000686 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 31st, 2003 • Optimum Fund Trust
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FORM OF OPTIMUM FUND TRUST DEALER'S AGREEMENT -------------------
Dealer's Agreement • July 31st, 2003 • Optimum Fund Trust

We are the national distributor for all of the shares of all of the Classes (now existing or hereafter added) of all of the Funds in the Optimum Fund Trust which retain us, Delaware Distributors, L.P., to act as exclusive national distributor. The term "Fund" as used in this Agreement refers to each Fund in the Optimum Fund Trust which retains us to promote and sell its shares, and any Fund which may hereafter be added to the Optimum Fund Trust to retain us as national distributor. The term "Class" as used in this Agreement refers to a class of shares of a Fund as described in the Fund's prospectus. You have indicated that you wish to act as agent for your customers in connection with the purchase, sale and redemption of Fund shares and/or desire to provide certain services to your customers relating to their ownership of Fund shares, all in accordance with the terms of this Agreement.

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