Exhibit No. EX-99.d.3


                             SUB-ADVISORY AGREEMENT


     AGREEMENT  made by and between  DELAWARE  MANAGEMENT  COMPANY,  a series of
DELAWARE  MANAGEMENT  BUSINESS  TRUST (the  "Investment  Manager")  and ALLIANCE
CAPITAL MANAGEMENT L.P. (the "Sub-Adviser").

                                   WITNESSETH:

     WHEREAS,  OPTIMUM  FUND  TRUST  (the  "Trust")  is  an  investment  company
registered  under the  Investment  Company  Act of 1940,  as amended  (the "1940
Act"),  and is  organized  as a  statutory  trust under the laws of the State of
Delaware; and

     WHEREAS,  OPTIMUM INTERNATIONAL FUND (the "Fund") is a series of the Trust;
and

     WHEREAS,  the Investment Manager and the Trust, on behalf of the Fund, have
entered into an agreement (the "Investment  Management  Agreement")  whereby the
Investment Manager will provide  investment  advisory services to the Trust with
respect to the Fund; and

     WHEREAS,  the  Investment  Manager has the authority  under the  Investment
Management Agreement to retain one or more sub-advisers to assist the Investment
Manager in providing  investment  advisory services to the Trust with respect to
the Fund; and

     WHEREAS,   the  Investment  Manager  and  the  Sub-Adviser  are  registered
investment  advisers under the Investment  Advisers Act of 1940, as amended (the
"Advisers  Act"),  and engage in the business of providing  investment  advisory
services; and

     WHEREAS, the Board of Trustees (the "Board" or the "Trustees") of the Trust
and the  Investment  Manager  desire  that the  Investment  Manager  retain  the
Sub-Adviser  to render  investment  advisory and other  services with respect to
that  portion  of the Fund as the  Investment  Manager  shall  from time to time
allocate to the  Sub-Adviser  (the  "Managed  Portion")  in the manner,  for the
period, and on the terms hereinafter set forth;

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and each of the parties hereto  intending to be legally  bound,  it is agreed as
follows:

     1. (a) The  Sub-Adviser  will  supervise and direct the  investments of the
assets of the Managed  Portion of each Fund listed on Schedule A attached hereto
in accordance with the Fund's investment objectives,  policies, and restrictions
as provided in the Fund's Prospectus and Statement of Additional Information, as
currently in effect and as the same may be hereafter  modified,  amended  and/or
supplemented from time to time  (hereinafter  referred to as the "Prospectus and
SAI"), and such other limitations as the Fund may impose by notice in writing to
the Sub-Adviser, subject always to the supervision and control of the Investment
Manager and the Board.

        (b) As  part  of the services it will provide hereunder, the Sub-Adviser
is authorized and directed,  in its  discretion  and without prior  consultation
with the Fund or the Investment Manager to:

            (i)  obtain  and evaluate   information   relating   to   investment
recommendations,  asset allocation advice,  industries,  businesses,  securities
markets, research, economic analysis, and other investment services with respect
to the  securities  that are  included in the Managed  Portion or that are under
consideration  for  inclusion  in the  Managed  Portion  and invest the  Managed
Portion in accordance  with the  Investment  Manager's  and the Board's  written
direction as more fully set forth herein and as otherwise directed;

            (ii) regularly  make decisions as to what securities to purchase and
sell on behalf of the Fund with  respect  to the  Managed  Portion,  effect  the
purchase and sale of such  investments in  furtherance of the Fund's  objectives
and policies,  and furnish the Board with such information and reports regarding
the  Sub-Adviser's  activities in the  performance of its duties and obligations
under this Agreement as the Investment Manager deems appropriate or as the Board
may reasonably request, including such reports,  information, and certifications
as the  officers  of the Trust may  reasonably  require in order to comply  with
applicable  federal  and  state  laws and  regulations  and Trust  policies  and
procedures;

            (iii)  provide any and all material  composite or other  performance
information,  records and supporting  documentation  about accounts or funds the
Sub-Adviser  manages,  if appropriate,  that are relevant to the Managed Portion
and that have  investment  objectives,  policies,  and strategies  substantially
similar to those  employed by the  Sub-Adviser  in managing the Managed  Portion
that may be reasonably  necessary,  under  applicable laws, to allow the Fund or
its agent to present information  concerning the Sub-Adviser's prior performance
in the Fund's  Prospectus  and SAI, and any  permissible  reports and  materials
prepared by the Fund or its agent;

            (iv) provide information as reasonably  requested by the  Investment
Manager or the Board to assist them or their  delegate in the  determination  of
the fair value of certain  portfolio  securities when market  quotations are not
readily  available for the purpose of calculating  the Fund's net asset value in
accordance with procedures and methods established by the Board;

            (v) vote proxies, exercise conversion or  subscription  rights,  and
respond to tender offers and other consent  solicitations  ("Corporate Actions")
with respect to the issuers of  securities in which Fund assets may be invested,
provided materials relating to such Corporate Actions have been forwarded to the
Sub-Adviser  in a timely fashion by the Fund's  custodian or otherwise  known to
the  Sub-Adviser,  and to  submit  reports  regarding  such  Corporate  Actions,
including a copy of any policies  regarding  such Corporate  Actions,  in a form
reasonably  satisfactory  to the  Investment  Manager  and the  Fund in order to
comply with any applicable federal or state reporting requirements;

            (vi)  provide  performance  and   other  information  as  reasonably
requested  by the  Investment  Manager  or the  Board  to  assist  them or their
delegate in conducting ongoing due diligence and performance monitoring; and

            (vii) except as the Investment Manager and the Sub-Adviser may agree
in writing from time to time,  maintain all  accounts,  books,  and records with
respect to the Managed  Portion as are  required of an  investment  adviser of a
registered  investment company pursuant to the 1940 Act and the Advisers Act and
the rules thereunder.  The Sub-Adviser  shall furnish to the Investment  Manager
copies of all such accounts,  books,  and records as the Investment  Manager may
reasonably  request.  The  Sub-Adviser  agrees that such  accounts,  books,  and
records are the  property  of the Trust,  and will be  surrendered  to the Trust
promptly upon request,  with the  understanding  that the Sub-Adviser may retain
its own copy of all records.

        (c) The Sub-Adviser shall not consult with any other sub-adviser  of the
Fund or of any  fund  that is an  "affiliated  person"  of the  Fund  concerning
transactions for the Fund in securities or other assets. In no instance will any
portfolio  securities of the Fund be purchased  from, or sold to, the Investment
Manager, the Sub-Adviser,  the Trust's principal underwriter,  or any affiliated
persons of the Trust,  the Investment  Manager,  the  Sub-Adviser or the Trust's
principal  underwriter,  acting as principal in the  transaction,  except to the
extent  permitted by the Securities and Exchange  Commission (the "SEC") and the
1940 Act, including Rule 17a-7 thereunder. The Sub-Adviser acknowledges that the
Investment  Manager  and the Trust may rely on Rule  17a-7,  Rule  17a-10,  Rule
10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act.

        (d) In furnishing services hereunder,  the Sub-Adviser shall be  subject
to,  and shall  perform in  accordance  with,  the  following:  (i) the  Trust's
Agreement  and  Declaration  of Trust,  as the same may be  hereafter  modified,
amended, and/or supplemented from time to time; (ii) the Trust's By-Laws, as the
same may be hereafter modified,  amended, and/or supplemented from time to time;
(iii) the Fund's  Prospectus and SAI; (iv) the 1940 Act and the Advisers Act and
the  rules  under  each and all  other  federal  and  state  securities  laws or
regulations  applicable  to the Trust and the Fund;  (v) the Trust's  compliance
policies and procedures adopted from time to time by the Board for compliance by
the Trust  with the  Federal  Securities  Laws (as that term is  defined in Rule
38a-1(e)(1) under the 1940 Act) (together,  the "Trust  Compliance  Procedures")
and any other Trust  policies  and  procedures  adopted from time to time by the
Board;  and  (vi)  the  written  instructions  of the  Investment  Manager.  The
Investment  Manager agrees to provide the Sub-Adviser with current copies of the
Trust's and the Fund's  documents  mentioned  above and all changes made to such
documents.

        (e) In order  to  assist  the  Trust and the  Trust's  chief  compliance
officer  (the  "Trust  CCO")  and the  Investment  Manager  and  the  Investment
Manager's Chief Compliance Officer (the "IM CCO") in satisfying the requirements
contained in Rule 38a-1 under the 1940 Act and Rule  206(4)-7  under the Adviser
Act, respectively, the Sub-Adviser shall provide to the Trust CCO and/or IM CCO:
(i)  direct  access  to  the   Sub-Adviser's   chief  compliance   officer  (the
"Sub-Adviser  CCO") and its officers and employees,  as reasonably  requested by
the  Trust  CCO  and/or  IM CCO;  (ii)  quarterly  reports  confirming  that the
Sub-Adviser  has complied with the Trust  Compliance  Procedures in managing the
Managed  Portion;  and (iii) quarterly  certifications  with respect to Material
Compliance  Matters (as that term is defined in Rule 38a-1(e)(2)  under the 1940
Act) related to the Sub-Adviser's management of the Managed Portion.

     The Sub-Adviser shall promptly provide the Trust CCO and IM CCO with copies
and summaries of: (i) the  Sub-Adviser's  policies and procedures for compliance
by the Sub-Adviser with the Federal  Securities Laws and to prevent violation of
the Advisers Act (together, the "Sub-Adviser Compliance  Procedures");  and (ii)
any material changes to the Sub-Adviser Compliance  Procedures.  The Sub-Adviser
shall  cooperate  fully  with the Trust CCO and IM CCO so as to  facilitate  the
Trust CCO's and IM CCO's performance of their respective  responsibilities under
Rule 38a-1 and Rule  206(4)-7,  including to review,  evaluate and report to the
Board on the  operation  of the  Sub-Adviser  Compliance  Procedures,  and shall
promptly  report  to the  Trust CCO and IM CCO any  Material  Compliance  Matter
arising  under the  Sub-Adviser  Compliance  Procedures  involving  the  Managed
Portion.  The  Sub-Adviser  shall  allow  the Trust CCO  and/or  the IM CCO,  as
reasonably  requested  from  time to time,  access to  examine  and  review  the
Sub-Adviser's Compliance Procedures and the Sub-Adviser's adherence thereto. The
Sub-Adviser  shall  provide to the Trust CCO and IM CCO: (i)  quarterly  reports
confirming  the  Sub-Adviser's   compliance  with  the  Sub-Adviser   Compliance
Procedures in managing the Managed Portion;  and (ii)  certifications that there
were no Material  Compliance  Matters involving the Sub-Adviser that arose under
the  Sub-Adviser  Compliance  Procedures that affected the Managed  Portion.  At
least annually,  the Sub-Adviser  shall provide a certification to the Trust CCO
and IM CCO to the effect that the  Sub-Adviser  has in place and has implemented
policies and procedures that are reasonably designed to ensure compliance by the
Sub-Adviser with the Federal Securities Laws,  including the conduct and results
of our annual review for adequacy and effectiveness.

        (f) The  Sub-Adviser  shall  assist  the Fund in the  preparation of the
Trust's registration statement,  the Prospectus and SAI, shareholder reports and
other regulatory filings, or any amendment or supplement thereto  (collectively,
"Regulatory Filings"), and shall provide the Fund with disclosure for use in the
Fund's Regulatory Filings, including, without limitation,  disclosure related to
the   Sub-Adviser's   investment   management   personnel,   portfolio   manager
compensation,  investment management strategies and techniques, and proxy voting
policies.  The Sub-Adviser shall provide such certifications  regarding the Fund
as the Trust's  officers may reasonably  request for purposes of the preparation
of any Regulatory Filings.

        (g) The  Sub-Adviser  hereby  agrees  during  the period hereinafter set
forth to render the services and assume the obligations herein set forth for the
compensation  herein provided.  The Sub-Adviser shall for all purposes herein be
deemed to be an independent  contractor,  and shall,  unless otherwise expressly
provided and authorized,  have no authority to act for or represent the Trust in
any way, or in any way be deemed an agent of the Trust.

     2. (a) Under the terms of the Investment  Management  Agreement,  the Trust
shall  conduct its own  business  and affairs  and shall bear the  expenses  and
salaries necessary and incidental  thereto  including,  but not in limitation of
the  foregoing,  the costs  incurred in: the  maintenance  of its existence as a
statutory  trust  organized  under  the  laws  of the  State  of  Delaware;  the
maintenance  of its own books,  records,  and  procedures;  dealing with its own
shareholders;  the payment of dividends;  transfer of shares, including issuance
and repurchase of shares; preparation of share certificates, if any; reports and
notices  to  shareholders;   calling  and  holding  of  shareholders'  meetings;
miscellaneous office expenses; brokerage commissions;  custodian fees; legal and
accounting fees; taxes; and federal and state registration fees.

        (b)  Directors,  officers  and   employees  of the  Sub-Adviser  may be
directors,  officers  and  employees  of other  funds  that  have  employed  the
Sub-Adviser  as  sub-adviser  or  investment  manager.  Directors,  officers and
employees of the Sub-Adviser who are Trustees,  officers and/or employees of the
Trust, shall not receive any compensation from the Trust for acting in such dual
capacity.

        (c) In the conduct of the respective business of the parties hereto  and
in the performance of this Agreement, the Trust, the Investment Manager, and the
Sub-Adviser  may share  facilities  common to each,  which may include legal and
accounting  personnel,  with appropriate proration of expenses between and among
them.

     3. (a) The  Sub-Adviser  will select brokers and dealers to effect all Fund
transactions  subject to the conditions set forth herein.  The Sub-Adviser  will
place all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions,  if applicable.  The Sub-Adviser is directed at all times
to seek to execute  transactions  for the Managed Portion (i) in accordance with
any written  policies,  practices or procedures  that may be  established by the
Board or the Investment  Manager from time to time, and (ii) as described in the
Fund's  Prospectus  and SAI. In placing  any orders for the  purchase or sale of
investments for the Fund, with respect to the Managed  Portion,  the Sub-Adviser
shall use its best efforts to obtain for the Managed  Portion "best  execution,"
considering all of the  circumstances,  and shall maintain  records  adequate to
demonstrate compliance with this requirement.

        (b) Subject to  the  appropriate policies and procedures approved by the
Board,  the  Sub-Adviser  may, to the extent  authorized by Section 28(e) of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  cause the
Managed  Portion to pay a broker or dealer that  provides  brokerage or research
services to the Investment  Manager,  the Sub-Adviser and the Managed Portion an
amount of commission for effecting a Fund transaction in excess of the amount of
commission  another  broker or dealer  would have  charged  for  effecting  that
transaction if the Sub-Adviser  determines,  in good faith,  that such amount of
commission is reasonable in relation to the value of such  brokerage or research
services  provided  viewed  in  terms  of  that  particular  transaction  or the
Sub-Adviser's overall responsibilities to the Fund or its other advisory clients
for  which  the  Investment  Manager  or the  Sub-Adviser  exercises  investment
discretion.  To the  extent  authorized  by  Section  28(e) and the  Board,  the
Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this  Agreement  or  otherwise  solely by reason of such action.
Subject to seeking best execution and  compliance  with  applicable  federal and
state securities laws and regulations,  the Board or the Investment  Manager may
direct  the  Sub-Adviser  to  effect  transactions  in Fund  securities  through
broker-dealers in a manner that will help generate  resources to pay the cost of
certain  expenses  that the Trust is  required  to pay or for which the Trust is
required to arrange payment.

        (c) Any  entity  or person associated with the Investment Manager or the
Sub-Adviser that is a member of a national  securities exchange is authorized to
effect  any  transaction  on such  exchange  for the  account of the Fund to the
extent and as permitted by Section 11(a)(1)(H) of the Exchange Act.

     4. As  compensation  for the  services  to be rendered to the Trust for the
benefit of the Fund by the  Sub-Adviser  under the provisions of this Agreement,
the  Investment  Manager  shall  pay to the  Sub-Adviser  a fee as  provided  in
Schedule A attached hereto.

     5. The  services  to be rendered  by the  Sub-Adviser  to the Trust for the
benefit of the Fund under the  provisions of this Agreement are not to be deemed
to be  exclusive,  and  the  Sub-Adviser  shall  be free to  render  similar  or
different  services  to others so long as its  ability  to render  the  services
provided for in this Agreement shall not be impaired thereby.

     6. (a) Subject to the limitation set forth in Paragraph 5, the Sub-Adviser,
its directors, officers, employees, agents, and shareholders may engage in other
businesses,   may  render  investment  advisory  services  to  other  investment
companies, or to any other corporation, association, firm or individual, and may
render  underwriting  services to the Trust or to any other investment  company,
corporation, association, firm or individual.

        (b) Neither the Investment Manager, the Trust nor the Fund shall use the
Sub-Adviser's  actual or fictitious  name(s),  mark,  derivative and/or logo (or
that of any  affiliate  of the  Sub-Adviser,  other  than that of the Fund,  the
Trust,  or any affiliate of the  Investment  Manager that is an affiliate of the
Sub-Adviser solely by reason of the Sub-Adviser's provision of services pursuant
to this  Agreement)  or  otherwise  refer to the  Sub-Adviser  in any  materials
distributed to third parties,  including the Fund's shareholders,  without prior
review and written  approval by the  Sub-Adviser,  which may not be unreasonably
withheld or delayed. Upon termination of this Agreement, the Investment Manager,
the  Trust and the  Fund,  shall,  to the  extent  applicable  and as soon as is
reasonably  possible,  cease  to use  the  Sub-Adviser's  actual  or  fictitious
name(s), mark, derivative and/or logo.

        (c) The  Sub-Adviser  shall  not  use the Investment  Manager's name (or
that of any  affiliate  of the  Investment  Manager) or  otherwise  refer to the
Investment Manager in any materials distributed to third parties,  including the
Fund's shareholders, without prior review and written approval by the Investment
Manager,  which may not be unreasonably withheld or delayed. Upon termination of
this Agreement, the Sub-Adviser,  shall, to the extent applicable and as soon as
is reasonably  possible,  cease to use the actual or fictitious  name(s),  mark,
derivative and/or logo of the Investment Manager, the Trust and the Fund.

     7. (a) In the absence of willful misfeasance,  bad faith, gross negligence,
or reckless  disregard in the  performance  of its duties as  Sub-Adviser to the
Trust on behalf of the Fund, the  Sub-Adviser  shall not be liable to the Trust,
the Fund, the Investment  Manager or any shareholder of the Trust for any action
or omission in the course of, or connected with, rendering services hereunder or
for any losses that may be  sustained  in the  purchase,  holding or sale of any
security,  or otherwise.  The Sub-Adviser  makes no  representation or warranty,
express or implied,  that any level of performance or investment results will be
achieved by the Managed  Portion or the Fund, or that the Managed Portion or the
Fund will perform comparably with any standard or index, including other clients
of Sub-Adviser, whether public or private.

        (b) The  Investment  Manager  shall  indemnify the  Sub-Adviser  and its
affiliates and its or their controlling persons, officers, directors, employees,
agents,  legal  representatives  and persons  controlled  by it (which shall not
include the Trust or the Fund) (collectively,  "Sub-Adviser Related Persons") to
the fullest extent permitted by law against any and all loss, damage, judgments,
fines, amounts paid in settlement and reasonable expenses,  including attorneys'
fees, (collectively "Losses") incurred by the Sub-Adviser or Sub-Adviser Related
Persons  arising from or in connection with this Agreement or the performance by
the Sub-Adviser or Sub-Adviser  Related Persons of its or their duties hereunder
so  long  as  such  Losses  arise  out  of  the  Investment   Manager's  willful
misfeasance,  bad faith,  gross negligence,  or reckless disregard in performing
its  responsibilities  hereunder,  including,  without  limitation,  such Losses
arising under any applicable law or that may be based upon any untrue  statement
of a material  fact  contained  in the Trust's  Registration  Statement,  or any
amendment thereof or any supplement  thereto, or the omission to state therein a
material  fact that was known or that should have been known and was required to
be stated  therein or necessary to make the statements  therein not  misleading,
unless  such  statement  or  omission  was  made  in  reasonable  reliance  upon
information  furnished to the Investment Manager or the Trust by the Sub-Adviser
or a Sub-Adviser  Related Person  specifically for inclusion in the Registration
Statement or any amendment thereof or supplement  thereto,  except to the extent
any  such  Losses  referred  to  in  this  paragraph  (b)  result  from  willful
misfeasance,  bad faith,  gross negligence or reckless  disregard on the part of
the Sub-Adviser or a Sub-Adviser Related Person in the performance of any of its
duties under, or in connection with, this Agreement.

        (c) The  Sub-Adviser  shall  indemnify the Investment  Manager  and  its
affiliates and its or their controlling persons, officers, directors, employees,
agents,  legal  representatives  and  persons  controlled  by it  (collectively,
"Investment  Manager  Related  Persons") to the fullest extent  permitted by law
against any and all Losses  incurred  by the  Investment  Manager or  Investment
Manager Related Persons arising from or in connection with this Agreement or the
performance by the Investment  Manager or Investment  Manager Related Persons of
its  or  their  duties  hereunder  so  long  as  such  Losses  arise  out of the
Sub-Adviser's  willful  misfeasance,  bad faith,  gross negligence,  or reckless
disregard in  performing  its  responsibilities  hereunder,  including,  without
limitation,  such Losses  arising under any  applicable law or that may be based
upon  any  untrue  statement  of  a  material  fact  contained  in  the  Trust's
Registration  Statement,  or any amendment thereof or any supplement thereto, or
the omission to state therein a material fact that was known or that should have
been  known and was  required  to be stated  therein  or  necessary  to make the
statements  therein not  misleading,  if such  statement or omission was made in
reasonable reliance upon information  furnished to the Investment Manager or the
Trust by the  Sub-Adviser  or a  Sub-Adviser  Related  Person  specifically  for
inclusion in the Registration  Statement or any amendment  thereof or supplement
thereto,  except to the extent any such Losses referred to in this paragraph (c)
result  from  willful  misfeasance,  bad faith,  gross  negligence  or  reckless
disregard on the part of the Investment Manager or an Investment Manager Related
Person in the  performance  of any of its duties under,  or in connection  with,
this Agreement.

     8. (a) This Agreement shall be executed and become effective as of the date
written below; provided, however, that this Agreement shall not become effective
with  respect  to the Fund  unless  it has first  been  approved  in the  manner
required  by the  1940  Act and  the  rules  thereunder  or in  accordance  with
exemptive or other relief granted by the SEC or its staff.  This Agreement shall
continue  in effect for a period of two (2) years and may be renewed  thereafter
only so long as such renewal and continuance is  specifically  approved at least
annually  by the Board or by the vote of a majority  of the  outstanding  voting
securities  of the Fund and only if the terms and the  renewal  hereof have been
approved  by the vote of a majority  of those  Trustees of the Trust who are not
parties  hereto or  "interested  persons" of the Trust,  the Fund,  or any party
hereto,  cast in person at a meeting  called  for the  purpose of voting on such
approval.

        (b) No amendment to this Agreement shall be effective unless approved in
the manner  required by the 1940 Act and the rules  thereunder  or in accordance
with exemptive or other relief granted by the SEC or its staff.

        (c) This  Agreement may  be terminated by the Investment  Manager or the
Trust at any time,  without the payment of a penalty,  on written  notice to the
Sub-Adviser  of the Investment  Manager's or the Trust's  intention to do so, in
the case of the Trust pursuant to action by the Board or pursuant to the vote of
a majority of the outstanding voting securities of the Fund. The Sub-Adviser may
terminate this Agreement at any time, without the payment of a penalty, on sixty
(60)  days'  written  notice  to the  Investment  Manager  and the  Trust of its
intention to do so. Upon  termination of this Agreement,  the obligations of all
the  parties  hereunder  shall  cease  and  terminate  as of the  date  of  such
termination,  except  for (i) any  obligation  to  respond  for a breach of this
Agreement  committed  prior  to such  termination,  (ii) the  obligation  of the
Investment  Manager to pay to the  Sub-Adviser  the fee  provided in Paragraph 4
hereof,  prorated  to the date of  termination,  and (iii)  any  indemnification
obligation  provided in Paragraph 7 hereof.  This Agreement shall  automatically
terminate in the event of its  assignment.  This Agreement  shall  automatically
terminate upon the termination of the Investment Management Agreement.

     9. Any information  and advice  furnished by any party to this Agreement to
the other party or  parties,  including  material  non-public  information  with
respect to the Fund (which includes the portfolio  holdings of the Fund),  shall
be treated as  confidential  and shall not be disclosed to third parties without
the  consent  of the other  party  hereto  except as  required  by law,  rule or
regulation.  Notwithstanding the foregoing,  information shall not be subject to
such confidentiality obligations if it:

          (i)  is  already  known  to the  receiving  party  at the  time  it is
               obtained;

          (ii) is or becomes publicly known or available through no wrongful act
               of the receiving party;

          (iii) is  rightfully  received  from a third party who, to the best of
               the  receiving  party's  knowledge,   is  not  under  a  duty  of
               confidentiality;

          (iv) is  released  by the  protected  party to a third  party  without
               restriction;

          (v)  is required to be disclosed by the receiving  party pursuant to a
               requirement  of  a  court  order,   subpoena,   governmental   or
               regulatory  agency or law  (provided  the  receiving  party  will
               provide the other party written  notice of such  requirement,  to
               the extent such notice is permitted);

          (vi) is  relevant  to the  defense  of any  claim or  cause of  action
               asserted against the receiving party; or

          (vii) has  been  or is  independently  developed  or  obtained  by the
               receiving party.

The Sub-Adviser shall not disclose any "nonpublic personal information" (as such
term is defined in Regulation S-P, including any amendments  thereto) pertaining
to the customers of the Trust or a client of the Investment Manager to any third
party or use such  information  other  than for the  purpose  of  providing  the
services contemplated by this Agreement.

     10. The Sub-Adviser represents, warrants and agrees that:

        (a) The Sub-Adviser:  (i)  is  registered as an investment adviser under
the  Advisers  Act and will  continue  to be so  registered  for so long as this
Agreement  remains  in  effect;  (ii) is not  prohibited  by the 1940  Act,  the
Advisers  Act or other law,  regulation  or order from  performing  the services
contemplated by this Agreement;  (iii) to the best of its knowledge, has met and
will seek to continue to meet for so long as this  Agreement  remains in effect,
any  other  applicable  federal  or  state   requirements,   or  the  applicable
requirements of any regulatory or industry  self-regulatory  agency necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the  authority  to enter into and  perform  the  services  contemplated  by this
Agreement; and (v) will promptly notify the Investment Manager of the occurrence
of any event that would disqualify the Sub-Adviser from serving as an investment
adviser of an  investment  company  pursuant to Section  9(a) of the 1940 Act or
otherwise. The Sub-Adviser will also promptly notify the Fund and the Investment
Manager  if it is served or  otherwise  receives  notice  of any  action,  suit,
proceeding,  inquiry or  investigation,  at law or in  equity,  before or by any
court,  public  board or body,  involving  the  affairs  of the Fund,  provided,
however,  that  routine  regulatory  examinations  shall not be  required  to be
reported by this provision.

        (b) The Sub-Adviser has adopted  policies and   procedures and a written
code of ethics  complying with the requirements of Rule 17j-1 under the 1940 Act
and Rule 204A-1 under the Advisers Act, and will provide the Investment  Manager
and the Board with copies of such  policies and  procedures  and code of ethics,
together with evidence of its adoption.  In accordance with the  requirements of
Rule 17j-1,  the  Sub-Adviser  shall certify to the Investment  Manager that the
Sub-Adviser has complied in all material  respects with the requirements of Rule
17j-1 during the previous year and that there has been no material  violation of
the  Sub-Adviser's  code of ethics  relating  to the  services  the  Sub-Adviser
performs  under this  Agreement  or, if such a material  violation has occurred,
that  appropriate  action  was taken in  response  to such  violation.  Upon the
written request of the Investment Manager,  the Sub-Adviser shall provide to the
Investment Manager, its employees or its agents all information required by Rule
17j-1(c)(1)  relating  to the  approval  by the Fund's  Board of Trustees of the
Sub-Adviser's  code of ethics relating to the services the Sub-Adviser  performs
under this Agreement.

        (c) The Sub-Adviser  has provided  the Trust and the Investment  Manager
with a copy of its Form ADV at least  forty-eight  (48) hours prior to execution
of this  Agreement,  which as of the date of this  Agreement  is its Form ADV as
most  recently  filed  with  the SEC and  promptly  will  furnish  a copy of all
amendments  to the Trust and the  Investment  Manager  at least  annually.  Such
amendments  shall  reflect  all  changes  in  the  Sub-Adviser's  organizational
structure,  professional staff or other significant  developments  affecting the
Sub-Adviser, as required by the Advisers Act.

        (d) The Sub-Adviser will notify the Trust and the Investment Manager  of
any  assignment of this  Agreement or change of control of the  Sub-Adviser,  as
applicable,  and  any  changes  in the  key  personnel  who  are  the  portfolio
manager(s) of the Managed  Portion prior to or promptly  after such change.  The
Sub-Adviser agrees to bear all reasonable  expenses of the Fund, if any, arising
out of an assignment or change in control of the Sub-Adviser.  In the event that
there is a  proposed  change in  control  of the  Sub-Adviser  that would act to
terminate this Agreement,  and if a vote of shareholders to approve continuation
of this  Agreement is at that time deemed by counsel to the Trust to be required
by the 1940 Act or any rule or regulation thereunder,  the Sub-Adviser agrees to
assume all reasonable costs associated with soliciting  shareholders of the Fund
to approve  continuation of this Agreement.  Such expenses  include the costs of
preparation and mailing of a proxy statement,  and of soliciting proxies. In the
event  that such  proposed  change in  control of the  Sub-Adviser  shall  occur
following  either:  (i)  receipt by the  Investment  Manager and the Trust of an
exemptive   order  issued  by  the  SEC  with  respect  to  the  appointment  of
sub-advisers absent shareholder  approval, or (ii) the adoption of proposed Rule
15a-5 under the 1940 Act, the Sub-Adviser  agrees to assume all reasonable costs
and expenses (including the costs of mailing) associated with the preparation of
a  statement,  required by the  exemptive  order or Rule 15a-5,  containing  all
information  that  would  be  included  in a proxy  statement  (an  "Information
Statement").  In addition,  if the  Sub-Adviser  shall resign,  the  Sub-Adviser
agrees to assume  all  reasonable  costs and  expenses  (including  the costs of
mailing)  associated  with the  preparation of a proxy  statement and soliciting
materials or an Information Statement, as applicable.

        (e) The Sub-Adviser  agrees   to maintain an appropriate level of errors
and omissions or professional liability insurance coverage.

        (f) The Sub-Adviser has implemented policies  and  procedures  that will
prevent the disclosure by the Sub-Adviser, its employees or agents of the Fund's
portfolio  holdings to any person or entity other than the  Investment  Manager,
the Trust's custodian,  or other persons expressly  designated by the Investment
Manager.

     11. This  Agreement  shall extend to and bind the successors of the parties
hereto.

     12.  This  Agreement  may  be  executed   simultaneously  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

     13. All  written  notices,  requests or other  communications  to any party
hereunder  shall be given to the following  addresses and telecopy  numbers,  or
such other address and telecopy  number  communicated  to the other parties from
time to time:

     If to the Sub-Adviser:         Steve Scanlon
                                    Alliance Capital Management L.P.
                                    1345 Avenue of the Americas
                                    New York, New York 10105
                                    with a copy to Chief Compliance Officer at
                                    same address

     If to the Fund:                John C.E. Campbell
                                    2005 Market Street
                                    Philadelphia, PA 19103;
                                    with a copy to General Counsel at same
                                    address

     If to the Investment Manager:  Jude Driscoll
                                    2005 Market Street
                                    Philadelphia, PA 19103;
                                    with a copy to General Counsel at same
                                    address

     14. For the  purposes of this  Agreement,  the terms "vote of a majority of
the outstanding voting securities,"  "interested  person,"  "affiliated person,"
and "assignment" shall have the meanings given them in the 1940 Act.





     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
signed by their duly authorized officers and duly attested as of the 21st day of
December, 2005.


ALLIANCE CAPITAL MANAGEMENT L.P.             DELAWARE MANAGEMENT COMPANY,
                                             a series of DELAWARE MANAGEMENT
By: Alliance Capital Management              BUSINESS TRUST
    Corporation, its general partner


By:      /s/ Louis T. Mangan                 By:     /s/ David P. O'Connor
Name:    Louis T. Mangan                     Name:   David P. O'Connor
Title:   Assistant Secretary                 Title:  Sr. Vice President


Attest:                                      Attest: /s/ A.G. Ciavarelli

Agreed to and accepted as of the day and year first above written:


                                             OPTIMUM FUND TRUST
                                             on behalf of


                                             By:     /s. John C.E. Campbell
                                                     John C.E. Campbel
                                                     President
                                             Attest: /s/ Theresa D'Ottavi





                                   SCHEDULE A
                                       TO
                             SUB-ADVISORY AGREEMENT
                                 ______________

                                  FEE SCHEDULE
                                 ______________


The  compensation  payable to Sub-Adviser for its services to Paragraph 4 of the
Sub-Advisory Agreement shall be calculated and paid as follows in regards to the
Optimum International Fund:

The total fee will be the sum of the following  percentages (on an annual basis)
of the total assets within the Managed Portion(s) sub-advised by Sub-Adviser:

     0.70%  (70  basis  points)  of the first $25  million  within  the  Managed
     Portion(s)
     0.45%  (45  basis  points)  of the  next $25  million  within  the  Managed
     Portion(s)
     0.34% (34  basis  points)  of the next  $200  million  within  the  Managed
     Portion(s)
     0.33% (33 basis points) of all assets above $250 million within the Managed
     Portion(s)

The fee shall be  payable  on the  Managed  Portion's  average  daily net assets
monthly  to the  Sub-Adviser  on or  before  the  tenth  (10th)  day of the next
succeeding  calendar  month. If this Agreement  becomes  effective or terminates
before the end of any month,  the investment  management fee for the period from
the effective  date to the end of such month or from the beginning of such month
to the date of termination,  as the case may be, shall be prorated  according to
the  proration  which  such  period  bears  to the  full  month  in  which  such
effectiveness or termination  occurs.  Each month,  the Investment  Manager will
provide  the  Sub-Adviser   with  a  worksheet   accompanying   payment  of  the
sub-advisory fee that sets forth the computation of such sub-advisory fee.