0001206774-14-002252 Sample Contracts

Delaware Distributors, L.P. 2005 Market Street Philadelphia, PA 19103
Optimum Fund Trust • July 29th, 2014

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Distributors, L.P. (the “Distributor”) agrees that in order to improve the performance of the Class B Shares of the Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund, and Optimum Small-Mid Cap Value Fund (each a “Fund”), which are each a series of Optimum Fund Trust, the Distributor shall waive a portion of the Rule 12b-1 (distribution) fees for the Fund’s Class B Shares, so that shares’ Rule 12b-1 (distribution) fees will not exceed 0.25% of each Fund’s average daily net assets for the period from July 29, 2014 through July 29, 2015.

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AMENDMENT TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
Mutual Fund Custody and Services Agreement • July 29th, 2014 • Optimum Fund Trust • Pennsylvania

This Amendment (“Amendment”) is made as of the 1st day of January, 2014, by and between OPTIMUM FUND TRUST (referred to herein as the “Fund”) and THE BANK OF NEW YORK MELLON (formerly, Mellon Bank, N.A.) (“Custodian” or “BNY Mellon”).

Contract
Mutual Fund Services Agreement • July 29th, 2014 • Optimum Fund Trust

The Amended and Restated Mutual Fund Services Agreement dated December 15, 2007 between OPTIMUM FUND TRUST and DELAWARE SERVICE COMPANY, INC. shall apply to the following series:

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Optimum Fund Trust • July 29th, 2014

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 fees, acquired fund fees and expenses, taxes, interest, short-sale and dividend interest expenses, brokerage fees, certain insurance costs, and nonroutine 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 from July 29, 2014 through July 29, 2015. For purposes of

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