0001206774-18-002192 Sample Contracts

OPTIMUM FUND TRUST DEALER'S AGREEMENT
Dealer's Agreement • July 26th, 2018 • 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 that retains us to promote and sell its shares, and any Fund that 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, a broker/dealer (“you”), have indicated that you wish to act as agent for your customers (the “customer(s)”) 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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AMENDMENT NO. 1 TO AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION SERVICES AGREEMENT
Fund Accounting and Financial Administration Services Agreement • July 26th, 2018 • Optimum Fund Trust • Pennsylvania

This Amendment (“Amendment”) is made as of the 1st day of July, 2017, by and between each investment company listed on Schedule A (referred to herein, individually, as a “Fund” and collectively, as the “Funds”) and THE BANK OF NEW YORK MELLON (referred to herein as “BNYM”).

AMENDMENT NO. 2 TO MUTUAL FUND CUSTODY AND SERVICES AGREEMENT
Mutual Fund Custody and Services Agreement • July 26th, 2018 • Optimum Fund Trust • Pennsylvania

This Amendment No. 2 (“Amendment”) is made as of the 1st day of July, 2017, 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”).

Delaware Management Company 2005 Market Street Philadelphia, PA 19103
Expense Limitation Agreement • July 26th, 2018 • Optimum Fund Trust

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Delaware Management Company, a series of Macquarie Investment Management Business Trust (the “Manager”), agrees that in order to improve the performance of the series of Optimum Fund Trust set forth below (each a “Fund”), the Manager shall waive all or a portion of its investment advisory fees and/or pay/reimburse expenses (excluding any 12b-1 fees, acquired fund fees and expenses, taxes, interest, short sale dividend and 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 annual fund operating expenses (excluding any Excluded Expenses) exceed the percentages set forth below for the period from July 27, 2018 through

AMENDMENT NO. 1 TO AMENDED AND RESTATED FUND ACCOUNTING AND FINANCIAL ADMINISTRATION OVERSIGHT AGREEMENT
Fund Accounting and Financial Administration Oversight Agreement • July 26th, 2018 • Optimum Fund Trust • Pennsylvania

This Amendment (“Amendment”) is made as of the 1st day of July, 2017, by and between each fund in Optimum Fund Trust listed on Schedule A (each, a “Fund” and collectively, the “Funds”) having their principal place of business at 2005 Market Street, Philadelphia, PA 19103, and Delaware Investments Fund Services Company (“DIFSC”), a Delaware statutory trust having its principal place of business at 2005 Market Street, Philadelphia, PA 19103.

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