ANNUAL N-CSR FOR OPEN-END FUNDS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21335 Exact name of registrant as specified in charter: Optimum Fund Trust Address of principal executive offices: 2005 Market Street Philadelphia, PA 19103 Name and address of agent for service: Richelle S. Maestro, Esq. 2005 Market Street Philadelphia, PA 19103 Registrant's telephone number, including area code: (800) 523-1918 Date of fiscal year end: 3/31 Date of reporting period: 3/31 Item 1. Reports to Stockholders OPTIMUM FUNDS MAY 28, 2004 - -------------------------------------------------------------------------------- This brochure accompanies an annual report for the information of Optimum Fund Trust shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Optimum Trust Funds. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of each Fund. Prospectuses for all Optimum funds are available from your financial advisor, online at www.optimummutualfunds.com, or by calling 800 914-0278. Please read the prospectus carefully before you invest or send money. The figures in the annual report for Optimum Funds represent past results which are not a guarantee of future results. The return and principal value of each investment in the Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. DEAR SHAREHOLDER: April 8, 2004 Investors experienced sound returns in most financial markets at home and abroad over the eight-month period ended March 31, 2004. The many successes came amid a backdrop of geopolitical tumult, and can be attributed to several key factors. Foremost in our opinion was the general strengthening of global economies. Starting with the U.S., investor gloom generally gave way to rising expectations for renewed economic vigor, based in good measure on accommodative monetary and fiscal policy. The Federal Reserve provided significant stimulus to the economy by moving short-term rates to levels not experienced since the early 1960s. In June 2003, the fed funds rate was lowered to a mere 1.0%, where it stayed through fiscal year-end on March 31, 2004. Within an environment of muted inflation, low interest rates made borrowing quite attractive. Activity in the housing sector was rather brisk due to, among other factors, increased home purchases and mortgage refinancings. The federal government did its part in lending fiscal stimulus to the economy when it passed a massive tax cuts package in May 2003. Through it all, the economy snapped back from its period of recession in 2001 to record annualized growth, as measured by gross domestic product (GDP), of +6.1% over the second half of 2003. History bears out, however, that economic expansion at this pace has not often been sustainable over many quarters. History can also impart insight to the nature of stock market behavior. For example, stock prices typically appreciate in advance of rising corporate profitability. This trend held true during the 12-month period, as investors shed their bearish ways and began buying stocks in anticipation of the tide of rising profits that we witnessed throughout the period. Causes for increased earnings included high productivity levels and cost-cutting initiatives that stemmed from the recent recession. Few stocks were left behind with the market's advance, with particular strength found among the equities of smaller companies. The Russell 2000 Index, which features such "small caps", gained an impressive +24.9% for the eight-months ended March 31, 2004. In comparison, large-cap stocks, as are found in the Russell 1000 Index, increased +15.5% during the same period. A tendency within the market was a focus on "lesser quality" companies. This meant that more-aggressive equities often outperformed stocks of companies exhibiting superior fundamentals, such as a dividend yield or the demonstrated ability to add shareholder value through sales/earnings growth. However, by the first quarter of 2004, a shift had emerged, and higher-quality securities were again becoming favored over the riskier stocks that had performed well during much of 2003. Just as monetary and fiscal stimulus benefited the U.S., similar measures effected around the world allowed international stocks to rise appreciably in value. Like domestic equities, non-U.S. stocks of different-size companies experienced rising prices, as did those of established and emerging market nations. As a measure of more-developed economies, the MSCI EAFE Index rose an impressive +29.1%, while the MSCI Emerging Markets Index climbed an astounding +38.9% for the eight-month period. The domestic bond market performed well during the fiscal year, although rates of return among its constituent asset classes - to include corporate bonds and mortgage-backed securities - showed signs of moderating from the strong performances recorded in recent years. For a broad look at the U.S. fixed-income market, the Lehman Brothers Aggregate Bond Index rose +6.4% for the eight-month period ended March 31, 2004. Foreign fixed-income markets fared better, with the Citigroup ex-U.S. World Government Bond Index rising +14.3% for the period. A measure of this performance could be attributed to the general strengthening of world currencies versus the U.S. dollar. Still, bonds remained an attractive investment vehicle during the period, for income production, and portfolio diversification, among other positive qualities. /s/ Jude T. Driscoll Jude T. Driscoll Chairman, Delaware Investments Family of Funds THIS PAGE IS NOT PART OF THE ANNUAL REPORT. ANNUAL REPORT MARCH 31, 2004 - -------------------------------------------------------------------------------- OPTIMUM FIXED INCOME FUND OPTIMUM INTERNATIONAL FUND OPTIMUM LARGE CAP GROWTH FUND OPTIMUM LARGE CAP VALUE FUND OPTIMUM SMALL CAP GROWTH FUND OPTIMUM SMALL CAP VALUE FUND TABLE OF CONTENTS - -------------------------------------------------------------------- PORTFOLIO MANAGEMENT REVIEW: Optimum Fixed Income Fund 1 Optimum International Fund 5 Optimum Large Cap Growth Fund 9 Optimum Large Cap Value Fund 13 Optimum Small Cap Growth Fund 17 Optimum Small Cap Value Fund 20 - -------------------------------------------------------------------- FINANCIAL STATEMENTS: Statements of Net Assets 24 Statements of Assets and Liabilities 48 Statements of Operations 49 Statements of Changes in Net Assets 51 Financial Highlights 53 Notes to Financial Statements 59 - -------------------------------------------------------------------- REPORT OF INDEPENDENT AUDITORS 69 - -------------------------------------------------------------------- BOARD OF TRUSTEES/OFFICERS 70 - -------------------------------------------------------------------- Funds are not FDIC insured and are not guaranteed. It is possible to lose the principal amount invested. Mutual fund advisory services provided by Delaware Management Company, a series of Delaware Management Business Trust, which is a registered investment advisor. (C) 2004 Delaware Distributors, L.P. PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM FIXED INCOME FUND ADVISOR: Delaware Management Company SUB-ADVISORS: Delaware International Advisers Ltd. (DIAL)* Deutsche Investment Management Americas Inc. (DIMA Inc.) During the eight-month period that began at the Optimum Fixed Income Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +6.82% (Class A shares at net asset value with distributions reinvested). For comparison purposes, the Lehman Brothers Aggregate Bond Index gained +5.71% (index start date was August 31, 2003). The Fund seeks a high level of income and may also seek growth of capital. The Fund's advisor, Delaware Management Company, manages one portion of the Fund. It also selected two sub-advisors to manage portions of the Fund's assets on a day-to-day basis. Each sub-advisor selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement one another. Within its portion of the Fund, the manager allocates investments principally among the following three sectors of the fixed income market: 1) U.S. investment grade 2) U.S. high yield 3) International Sub-advisor DIAL manages the portion of the Fund allocated to international investments. Sub-advisor DIMA Inc. uses a "bottom-up" security selection approach and focuses on the securities and sectors it believes are undervalued relative to the market, rather than relying on interest rate forecasts. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. DELAWARE MANAGEMENT COMPANY Q: CAN YOU PROVIDE SOME BACKGROUND ABOUT PERFORMANCE IN THE THREE MAIN FIXED-INCOME SECTORS WITHIN THE FUND? A: HIGH YIELD - Performance in the high-yield sector was very strong during the period, boosting overall Fund performance. The secondary CBO (collateralized bond obligation) market, while having rallied tremendously over the past year, remains a source of stable yield, although it likely presents fewer opportunities for new purchases. The Delaware Investments credit research team will continue to focus on high-quality, high-yield credit ideas. Specifically, we have found good opportunities in yield-to-call paper, which typically provides excellent yield with relatively lower duration risk. In addition, we are intensely focused on valuations between high yield and high-grade bonds. We continue to examine ideas among bank loans of distressed companies in the high-yield market. The loan market continues to provide a stable, above-average yield advantage versus the Lehman Brothers Aggregate Bond Index. Current valuations lead us to be more cautious about near-term performance in the sector. We currently anticipate that the allocation to the "plus" sectors of the market will be lower than they were in 2003. INVESTMENT-GRADE -- In our opinion, corporate valuations appear less compelling versus other high-grade asset classes, though the yield advantage remains attractive. While we believe that corporate bonds may outperform the benchmark index, we have opportunistically pared back our risk exposure in this area. Improved fundamentals - in both balance sheets and income statements - and lower volatility might propel the sector to further outperformance. In the last three months of the reporting period, slower prepayments increased the income component of total return for premium mortgage-backed securities (MBS) more significantly than on discount MBS. The recent March Treasury rally prompted a new prepayment wave in which discount and par-priced mortgages outperformed. 10-year Treasury notes were yielding 3.84% as of March 31, 2004, down from 4.41% at the onset of the period. The market began pricing in future inflation during the early portion of 2004 when the economy showed signs of strength and commodity prices rallied. This likely led to the significant outperformance of the Treasury Inflation-Protected Securities (TIPS) sector. Signs that a sustained recovery may be further into the future led the market to re-price anticipated inflation to more modest levels as the quarter progressed and TIPS traded off in tandem. *On May 5, 2004, Delaware Management Holdings Corp., a parent company of DIAL, signed a Limited Liability Interest Purchase Agreement to sell DIAL and its direct parent companies, Delaware International Holdings Ltd. and DIAL Holding Company, Inc., to Atlantic Value Partners (No. 3) Ltd., a newly formed joint venture involving Hellman & Friedman, LLC, a private equity firm, and certain members of DIAL's management. Upon the closing, the Fund's sub-advisory agreement with DIAL will automatically terminate. The Fund's Boards will consider appropriate action relating to this matter at its upcoming meeting, and any necessary shareholder approval will be sought. 1 INTERNATIONAL (DIAL) Latin America and Russia, which have been the management team's focus for the past two years, may continue to perform well in 2004 on the back of strong commodity markets and the U.S. economic recovery. Inflows into emerging markets may underpin price levels as investors seek higher yielding credits. We currently believe that the U.S. dollar may continue its gradual decline versus the euro, as well as Asian-based currencies, and that non-U.S. dollar securities may be a source of positive excess return over the balance of 2004. We used U.S. dollar weakness to boost the Fund's foreign currency-denominated bond exposure. We believe many opportunities exist to capture attractive yield relative to Treasuries in foreign government debt markets. Higher oil and commodity prices should support reserve levels for countries like Venezuela, Russia, and Peru. We anticipate ratings upgrades in countries such as Brazil, which continues to show dedication to passing necessary reforms and controlling inflation. In the currency markets, our focus continues to be on securities denominated in the euro, as well as Australian and New Zealand dollars. DIMA INC. Q: CAN YOU PROVIDE SOME BACKGROUND ON THE FIXED-INCOME MARKETS DURING THE PERIOD? A: From the Fund's inception on August 1, 2003, to the close of the period on March 31, 2004, the bond market rewarded investors with positive returns. Corporate bonds provided strong performance through the end of 2003 but underperformed in the first calendar quarter. In addition, lower-quality corporate bonds produced a more muted performance than was the case last year. After outperforming in 2003, the Lehman Brothers Credit Index underperformed Treasuries in the first quarter, while lower-rated (Baa/BBB) issuers were flat versus Treasuries. Q: CAN YOU ELABORATE ON YOUR STRATEGIES FOR THE FUND? A: In managing the Fund, our goal is to deliver consistent performance over time by investing in securities that we believe offer the most favorable trade-off of risk and return potential. To this end, we employ a systematic investment process that emphasizes individual security selection and risk management. We attempt to avoid making "bets" on broader factors such as the direction of interest rates. We also seek to manage risk by focusing on the value and credit quality of individual holdings and by broadly diversifying the portfolio. This approach worked well during the reporting period, as a variety of sources helped the Fund outperform its benchmark index. Performance in corporate bonds was aided by an overweighted position in industrials, including telecommunications, autos, and media. We were also overweighted in structured mortgage-backed securities with a corresponding underweighting in generic mortgage pass-throughs. Mexico was a particularly strong performer in "Yankee" bonds (foreign bonds issued and denominated in U.S. dollars). We decided to relax our weighting in Treasuries, which performed well on an absolute basis, but underperformed other sectors during the reporting period. Our relative underweighting in utilities dampened performance earlier on in the period, but our decision to selectively add to positions in this area later helped performance overall. We will continue to seek opportunities and take advantage of disparities in value among the various bond market sectors as conditions warrant. We will look to sell securities that our fundamental research reveals to be too expensive, while buying those that offer attractive values, in our opinion. We believe this approach may enable us to achieve our goal of delivering steady returns to shareholders over time, even if the strong recent performance of the bond market begins to moderate. 2 OPTIMUM FIXED INCOME FUND FUND BASICS - ---------------------------------------------- Fund Objective: The Fund seeks a high level of income and may also seek growth of capital. - ---------------------------------------------- Total Fund Net Assets: $91.27 million - ---------------------------------------------- Number of Holdings: 608 - ---------------------------------------------- Fund Start Date: August 1, 2003 - ---------------------------------------------- Advisor: Delaware Management Company - ---------------------------------------------- Sub-advisors: DIAL DIMA Inc. - ---------------------------------------------- CUSIP Numbers: Class A 246118-68-1 Class B 246118-67-3 Class C 246118-66-5 Institutional 246118-65-7 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum Fixed Income Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - --------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +6.82% Including Sales Charge +2.02% - --------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +6.52% Including Sales Charge +2.52% - --------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +6.52% Including Sales Charge +5.52% - --------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 4.50% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum Fixed Income Fund's Institutional Class was +7.07%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum Fixed Income Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 3 OPTIMUM FIXED INCOME FUND (CONTINUED) OPTIMUM FIXED INCOME FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 [GRAPHIC OMITTED] OPTIMUM FIXED LEHMAN BROTHERS INCOME FUND - AGGREGATE BOND CLASS A SHARES INDEX -------------- -------------- 8/31/03 $ 9,595 $10,000 9/30/03 $ 9,853 $10,265 10/31/03 $ 9,786 $10,170 11/30/03 $ 9,831 $10,194 12/31/03 $ 9,964 $10,298 1/31/04 $10,043 $10,380 2/29/04 $10,123 $10,493 3/31/04 $10,202 $10,571 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 4.50% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Lehman Brothers Aggregate Bond Index is an unmanaged composite that tracks the broad U.S. bond markets. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 4 PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM INTERNATIONAL FUND SUB-ADVISORS: Delaware International Advisers Ltd. (DIAL)* Marsico Capital Management, LLC (Marsico Capital) During the eight-month period that began at the Optimum International Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +25.61% (Class A shares at net asset value with distributions reinvested). For comparison purposes, the MSCI EAFE Index gained +26.06% (index start date was August 31, 2003). The Fund seeks long-term growth of capital and may also seek income. The Fund's advisor, Delaware Management Company, selected two sub-advisors to manage the Fund's assets, each of which is responsible for day-to-day investment management of a portion of the Fund's assets. Each selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement one another. Sub-advisor DIAL uses a value-oriented stock selection approach. Sub-advisor Marsico Capital uses a more growth-oriented approach, which combines "top-down" economic analysis with "bottom-up" stock selection. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. DIAL Q: CAN YOU DESCRIBE SOME KEY EVENTS THAT HAVE OCCURRED IN THE INTERNATIONAL MARKET DURING THE PERIOD? A: The euro zone is enjoying moderately strong money growth. This augurs well for a reasonable recovery in the euro zone in 2004. Further, Germany and France have started to tackle the issue of inefficient labor markets, although the measures they have brought in should only have full effect over many years. In light of this, and the adverse effects on euro zone exports of a strong euro, we remain cautious about the intermediate-term prospects for continental Europe. By way of contrast, the pattern of growth seems more assured in the U.K. At one stage, there were concerns that a bubble in the U.K. housing market would burst and cause a major problem in the economy. At the moment, the residential property market is slowing in a controlled manner, without seeming to do undue harm to the economy. Long-suffering Japan is enjoying a cyclical boost. But with loan demand still weak, it is too early to say if it has escaped the structural problems that held the economy back over the last decade. Five national elections took place in March, representing an old and new wave of leadership among the various countries. The Spanish elections caught global headlines with the Madrid train bombing occurring just before election day when the Socialist Workers' Party won the campaign. We continue to believe that the Spanish market offers value and we will continue to monitor the progress of the new government. Q: WHAT WERE SOME OF THE STRATEGIES YOU VIEW FOR THE FUND? A: Throughout the period, we remained focused on selecting securities with strong value orientations. With its market overvalued, we have kept our position in Japan underweighted. In the Australasia market, we positioned the Fund quite differently than Japan and remain overweighted in Australasia due to its undervalued nature, in our opinion. We believe the U.K. market remains attractively valued, but the sterling has risen to significantly overvalued levels against the U.S. dollar. We have therefore put in place a defensive hedge seeking to help protect the Fund from a potential depreciation of sterling. During this period, we initiated the purchase of BOC, the U.K.-based industrial gas company. We also added to the Fund's holdings of National Australia Bank, Finnish paper company UPM Kymmene, Dutch diversified financials company ING Groep, and British pharmaceutical company GlaxoSmithKline. These transactions utilized the proceeds from the sale of British Airways. *On May 5, 2004, Delaware Management Holdings Corp., a parent company of DIAL, signed a Limited Liability Interest Purchase Agreement to sell DIAL and its direct parent companies, Delaware International Holdings Ltd. and DIAL Holding Company, Inc., to Atlantic Value Partners (No. 3) Ltd., a newly formed joint venture involving Hellman & Friedman, LLC, a private equity firm, and certain members of DIAL's management. Upon the closing, the Fund's sub-advisory agreement with DIAL will automatically terminate. The Fund's Boards will consider appropriate action relating to this matter at its upcoming meeting, and any necessary shareholder approval will be sought. 5 MARSICO CAPITAL Q: CAN YOU DESCRIBE WHICH AREAS BENEFITED THE FUND? A: As of March 31, 2004, our most significant economic sector allocations for the Fund were in banking and finance, electronics and electrical equipment, energy, and cable, media, and publishing. In reviewing the Fund's investment results, several factors emerge as positive contributors to performance. The consumer discretionary sector was the largest contributor as three of the five industries within the sector added to relative outperformance during the period. EMI Group, Esprit Holdings, Wynn Resorts, and Sogecable were among the top stock contributors during the period. Our exposure to the U.K., Russia, and Spain were the largest national contributors to performance. The Fund benefited from specific stock selection in the financial sector with UFJ Holdings, UBS, and Erste Bank der Oestereichischen Sparkassen showing gains during the period. In the telecommunications sector, stock selection aided performance. We also experienced solid performance in Samsung Electronics within the information technology sector. Q: HOW ABOUT THE AREAS THAT DETRACTED FROM PERFORMANCE? A: In the industrial sector, all three securities detracted from performance, primarily due to stock selection, with Ryanair (which is no longer a holding of the Fund) leading the group. Vedanata Resources in the materials sector declined nearly five percent and has since been removed from the portfolio. Stock selection diminished performance in the consumer staples sector with Wal-Mart Mexico and Molson among the worst performers. We have since sold our remaining shares of both securities as of period end. Other stocks with negative perfomances included Sohu, Nortel Network, and Royal Bank of Scotland, all of which are no longer holdings of the Fund. Lastly, our exposure to Ireland and Japan hindered performance. 6 OPTIMUM INTERNATIONAL FUND FUND BASICS - ----------------------------------------------- Fund Objective: The Fund seeks long-term growth of capital and may also seek income. - ----------------------------------------------- Total Fund Net Assets: $29.35 million - ----------------------------------------------- Number of Holdings: 99 - ----------------------------------------------- Fund Start Date: August 1, 2003 - ----------------------------------------------- Sub-advisors: DIAL Marsico Capital - ----------------------------------------------- CUSIP Numbers: Class A 246118-73-1 Class B 246118-72-3 Class C 246118-71-5 Institutional 246118-69-9 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum International Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - --------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +25.61% Including Sales Charge +18.36% - --------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +25.02% Including Sales Charge +21.02% - --------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +25.02% Including Sales Charge +24.02% - --------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum International Fund's Institutional Class was +25.84%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum International Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 7 OPTIMUM INTERNATIONAL FUND (CONTINUED) OPTIMUM INTERNATIONAL FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 [GRAPHIC OMITTED] OPTIMUM INTERNATIONAL CLASS A SHARES MSCI EAFE INDEX ------------------- --------------- 8/31/03 $ 9,602 $10,000 9/30/03 $ 9,768 $10,310 10/31/03 $10,423 $10,954 11/30/03 $10,633 $11,199 12/31/03 $11,305 $12,075 1/31/04 $11,516 $12,245 2/29/04 $11,760 $12,531 3/31/04 $11,836 $12,606 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The MSCI EAFE Index is an unmanaged composite of international stocks in Europe, Australasia, and the Far East. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 8 PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM LARGE CAP GROWTH FUND SUB-ADVISORS: Marsico Capital Management, LLC (Marsico Capital) T. Rowe Price Associates, Inc. (T. Rowe Price) During the eight-month period that began at the Optimum Large Cap Growth Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +12.59% (Class A shares at net asset value with distributions reinvested). By comparison, the Russell 1000 Growth Index gained +10.09% (index start date was August 31, 2003). The Fund seeks long-term growth of capital and may also seek income. The Fund's advisor, Delaware Management Company, selected two sub-advisors to manage the Fund's assets, each of which is responsible for day-to-day investment management of a portion of the Fund's assets. Each selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement one another. Sub-advisor Marisco Capital uses a growth-oriented approach that combines top-down economic analysis with bottom-up stock selection. Sub-advisor T. Rowe Price generally looks for companies with an above-average rate of earnings growth and a lucrative niche in the economy that may give them the ability to sustain earnings momentum during times of slow economic growth. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. MARSICO CAPITAL Q: WHICH SECTORS OF THE MARKET MOST BENEFITED THE FUND? A: During the period, we spread the Fund's assets across a broad and diversified array of economic sectors, such as healthcare, financials, consumer discretionary, information technology, and industrials. We held a significant overweighting in the healthcare sector compared to the broad-based S&P 500 Index. This benefited the Fund as the healthcare sector was the largest contributor to performance during the eight-month period. The Fund holds a substantial position in biotechnology company Genentech, whose stock rose 33 percent during the period. Other strong performers were Zimmer Holdings, Boston Scientific, and UnitedHealth Group. The recent rebound in information technology also benefited the Fund as with Electronic Arts and Intel. We kept our positions low in the volatile telecommunications sector with NEXTEL Communications and Qualcomm holding onto small gains during the period. Q: WHICH AREAS OF THE MARKET UNDERPERFORMED? A: A few of the more prominent names in the industrial sector resulted in losses for the Fund during the period. Airline company JetBlue declined as a result of sluggish sales and increased competition. Aerospace and defense contractor Lockheed Martin also declined. We relinquished both holdings by period end. The aggregate returns for financial stocks were favorable as low interest rates lead the way for new business in this sector. Despite positive performance, the Fund was limited in capturing the totality of this surge due to our lower-than-normal weighting. Our underweighting in consumer staples also resulted in some missed opportunities for the Fund. Stock selection in cable and media companies Comcast and Viacom resulted in less than stellar results. During the period, Comcast surprised investors with an offer to buy entertainment conglomerate Disney, while cable companies as a whole grappled with higher programming expenses. The world's largest cable company is still making waves and showing expansion of its product line as evidenced by their acquisition of cable show TechTV late in the reporting period. 9 T. ROWE PRICE Q: CAN YOU DESCRIBE HOW THE LARGE-CAP MARKET PERFORMED DURING THE PERIOD? A: The U.S. economy continued to strengthen in the first part of 2004. Corporate earnings generally met our expectations in 2003, while our assessment, similar to the economy, is for corporate earnings to grow at a more measured pace than last year. We believe the market is transitioning leadership from more speculative stocks that led the advance over the past eight months, to high-quality growth companies with durable earnings and cash flow growth that closely resembles our investments typically held in the Fund. During the eight-month period from August 1, 2003 to March 31, 2004, large-cap stocks underperformed small- and mid caps, and across all capitalizations, value styles outperformed growth. In the large-cap growth universe, all sectors posted gains, led by telecommunication services and energy stocks. Q: CAN YOU COMMENT ON WHICH AREAS OF THE MARKET PERFORMED WELL FOR THE FUND? A: Solid stock selection in healthcare, industrials, and business services sectors also turned in solid performances. Within the industrials and business services sectors, Tyco International was a top absolute and relative performer returning over 50 percent. Tyco continues to generate strong earnings and tremendous cash flow and is benefiting from an industrial upturn. Education services provider Apollo Group was another top contributor after advancing more than 25% in the first quarter of 2004. The company is benefiting from strong enrollment trends at both its online and traditional campuses. An overweighting in Cendant (which owns many well-known brands including Avis, Budget, Days Inn, Ramada, Century 21, and Coldwell Banker) also contributed to the portfolio's relative performance. Since December, investors have been rotating out of riskier stocks in the technology sector and into more defensive issues in the healthcare sector. Service providers UnitedHealth Group and Wellpoint Health Networks were top contributors to absolute and relative performance. Both companies posted solid earnings and should continue to benefit from substantial cost savings gained in their late-2003 mergers. Specialty pharmaceutical company Forest Laboratories was also a top contributor. Q: WHICH AREAS UNDERPERFORMED DURING THE PERIOD? A: Stock selection and an underweighted allocation in information technology detracted from relative results. An overweighted position in First Data also detracted from performance as the stock lagged its peers. However, we initiated a position in Research In Motion, which advanced sharply on strong revenue and earnings growth that helped limit losses. 10 OPTIMUM LARGE CAP GROWTH FUND FUND BASICS - ------------------------------------------- Fund Objective: The Fund seeks long-term growth of capital. - ------------------------------------------- Total Fund Net Assets: $69.61 million - ------------------------------------------- Number of Holdings: 141 - ------------------------------------------- Fund Start Date: August 1, 2003 - ------------------------------------------- Sub-advisors: Marsico Capital T. Rowe Price - ------------------------------------------- CUSIP Numbers: Class A 246118-70-7 Class B 246118-80-6 Class C 246118-88-9 Institutional 246118-87-1 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum Large Cap Growth Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - ---------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +12.59% Including Sales Charge +6.10% - ---------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +12.12% Including Sales Charge +8.12% - ---------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +12.12% Including Sales Charge +11.12% - ---------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum Large Cap Growth Fund's Institutional Class was +12.82%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum Large Cap Growth Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 11 OPTIMUM LARGE CAP GROWTH FUND (CONTINUED) OPTIMUM LARGE CAP GROWTH FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 [GRAPHIC OMITTED] DELAWARE OPTIMUM LARGE CAP GROWTH RUSSELL 1000 CLASS A SHARES GROWTH INDEX ---------------- ------------ 8/31/03 $ 9,691 $10,000 9/30/03 $ 9,580 $ 9,893 10/31/03 $10,090 $10,449 11/30/03 $10,112 $10,559 12/31/03 $10,434 $10,924 1/31/04 $10,534 $11,146 2/29/04 $10,656 $11,219 3/31/04 $10,610 $11,010 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 1000 Growth Index is an unmanaged composite that includes performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 12 PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM LARGE CAP VALUE FUND SUB-ADVISORS: Massachusetts Financial Services Company (MFS) Van Kampen Asset Management, Inc. (Van Kampen) After two years of falling markets for value investors, absolute returns for stocks improved during the Optimum Large Cap Value Fund's initial fiscal period. During the eight-month period that began at the Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +16.12% (Class A shares at net asset value with distributions reinvested). For comparison purposes, the Russell 1000 Value Index gained +16.50% (index start date was August 31, 2003). The Fund seeks long-term growth of capital and may seek income. The Fund's advisor, Delaware Management Company, selected two sub-advisors for the Fund's assets, each of which is responsible for day-to-day investment management of a portion of the Fund's assets. Each selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement one another. MFS seeks to achieve a gross yield that exceeds that of the Standard & Poor's 500 Index. MFS uses a "bottom-up" stock selection approach and selects securities based upon fundamental analysis of factors such as earnings, cash flows, competitive position, and management's abilities. Van Kampen uses a stock selection approach that focuses primarily on a security's potential for capital growth and income. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. MFS Q: WHAT FACTORS INFLUENCED THE EQUITY MARKETS DURING THE PERIOD? A: The turnaround in global stock markets that began in the spring of 2003 continued for most of the eight-month period ended March 31, 2004. The release of increasingly positive economic numbers as the period progressed, particularly with regard to corporate earnings and gross domestic product (GDP) growth, helped drive the equity rally. By late 2003, corporate capital spending, which had been weak for some time, also begun to accelerate. Another driver of the equity rally, in our view, was the U.S. Federal Reserve Board's decision to leave interest rates at a four-decade low throughout the period. While energy prices rose late in the period, core inflation -- excluding volatile food and energy prices -- remained very low relative to historical averages. Q: CAN YOU DISCUSS SOME FACTORS THAT DETRACTED FROM PERFORMANCE? A: Stock selection in the leisure sector was a key detractor from relative returns. Our holding in cable operator Comcast performed poorly after the firm made a bid to acquire Disney late in the period. Our position in media giant Viacom, the company behind CBS and MTV, also fell in price due to disappointing growth in advertising revenues while its Blockbuster Video unit continued to post weak sales growth. Stock selection and an underweighting in financial services stocks also detracted from our relative return. We focused on banks that we believed had higher quality lending portfolios. However, in the period's low interest rate environment, the financial firms that generated the strongest returns were those with lending portfolios that we thought were relatively weak. Our cash position was another detractor from relative performance. Similar to other mutual funds, we hold a portion of cash to buy new holdings and to cover shareholder redemptions. In a period when equity markets rose sharply, cash hurt performance against our benchmark, the Russell 1000 Value Index, which does not hold a cash position. Our holdings in medical products firm Johnson & Johnson and railroad Union Pacific also detracted from relative results. Although Johnson & Johnson stock increased in price over the period, it significantly underperformed the overall market. Severe winter weather in the west cut into freight revenues generated by Union Pacific, and the company's stock price declined. 13 Q: WHAT FACTORS CONTRIBUTED TO PERFORMANCE OF THE ASSETS YOU MANAGE? A: The consumer staples sector made the strongest contribution to relative performance, primarily because of the Fund's stock selections and an overweighting in the sector. Altria Group (formerly Philip Morris) and Kimberly-Clark generated particularly strong returns. In our view, food and tobacco conglomerate Altria benefited from decreased investor concerns about litigation against the company. Paper products company Kimberly-Clark generated stronger earnings than it had estimated. It was aided by strong tissue sales and improvements to some of its key products such as Huggies diapers. The impact of a weak U.S. dollar also boosted international revenues An underweighting in utilities and communications stocks and solid stock selection in that sector helped boost returns for the period. Although underweighted, we did increase our holdings of regulated electric companies because we were attracted to their dividend yields, restructuring efforts among a number of these companies, and the continued benefit of economic recovery. Fund performance received another positive contribution from stock selection in the technology sector. Motorola benefited from its improved projections for cellular handset sales, driven in part by new products and wireless number portability. FleetBoston Financial also contributed to relative returns. FleetBoston's stock price rose sharply when Bank of America announced its $47 billion takeover bid for Fleet. Also, an underweighted position in pharmaceutical firm Merck added to results. The company's stock, in our opinion, was adversely affected by potential patent challenges, competition from generic drug companies, and a weak pipeline of drugs in development. VAN KAMPEN Q: WHAT WERE SOME OF THE KEY AREAS THE FUND FOCUSED ON DURING THE PERIOD? A: The Fund benefited from favorable stock selection relative to its benchmark; however, sector allocation was a negative factor. Stock selection was particularly strong in the materials, healthcare, and energy sectors. Conversely, the Fund's financial and technology holdings significantly lagged the performance of those sectors of the benchmark. The technology position emphasized software stocks, one of the weaker technology groups during the period. In terms of sector allocations, the Fund was overweighted in healthcare and underweighted in financials. Both allocations proved disadvantageous, as healthcare was the weakest segment of the index, while financial services ranked among the better performing sectors. On the positive side, an overweight in the top performing energy sector and an underweight in telecommunications services added to the Fund's return relative to the benchmark. Early in the period, troubles in the pharmaceutical industry impacted the Fund's performance as investors rotated out of pharmaceuticals into more cyclical healthcare groups. Pharmaceuticals lagged again in the first quarter of 2004 due to concerns about pending drug re-importation legislation. We believe these concerns may be overblown. At the close of the fiscal year, the Fund's dominant investment themes centered on large-cap pharmaceuticals and consumer discretionary stocks, as well as select financial and energy stocks. Toward the end of the period, we increased the Fund's exposure to telecommunications stocks. We believe an improving economy and industry consolidation could be catalysts for price appreciation among telecommunications stocks. Within financials, we continued to favor insurance companies and firms with exposure to the capital markets (brokerage firms and money-center banks), rather than stocks such as regional banks, which could suffer from higher interest rates. Attractive valuations have been harder to find in 2004 after the market's strong appreciation last year. Although we believe exceptional stock market growth in 2003 has increased downside equity risks, we remain cautiously optimistic. 14 OPTIMUM LARGE CAP VALUE FUND FUND BASICS - ---------------------------------------------- Fund Objective: The Fund seeks long-term growth of capital and may seek income. - ---------------------------------------------- Total Fund Net Assets: $66.42 million - ---------------------------------------------- Number of Holdings: 144 - ---------------------------------------------- Fund Start Date: August 1, 2003 - ---------------------------------------------- Sub-advisors: MFS Van Kampen - ---------------------------------------------- CUSIP Numbers: Class A 246118-86-3 Class B 246118-85-5 Class C 246118-84-8 Institutional 246118-83-0 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum Large Cap Value Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - ---------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +16.12% Including Sales Charge +9.43% - ---------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +15.61% Including Sales Charge +11.61% - ---------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +15.61% Including Sales Charge +14.61% - ---------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum Large Cap Value Fund's Institutional Class was 16.38%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum Large Cap Value Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 15 OPTIMUM LARGE CAP VALUE FUND (CONTINUED) OPTIMUM LARGE CAP VALUE FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 [GRAPHIC OMITTED] DELAWARE OPTIMUM LARGE CAP VALUE RUSSELL 1000 CLASS A SHARES VALUE INDEX -------------- ------------ 8/31/03 $ 9,614 $10,000 9/30/03 $ 9,547 $ 9,902 10/31/03 $ 9,980 $10,508 11/30/03 $10,111 $10,651 12/31/03 $10,766 $11,307 1/31/04 $10,899 $11,506 2/29/04 $11,132 $11,753 3/31/04 $10,943 $11,649 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 16 PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM SMALL CAP GROWTH FUND SUB-ADVISORS: Columbia Wanger Asset Management, L.P. (Columbia WAM) Oberweis Asset Mangement, Inc. (Oberweiss)(beginning 4/1/04) Optimum Small Cap Growth Fund seeks long-term growth of capital. At the inception of the Fund, the Fund's advisor, Delaware Management Company, selected a sub-advisor for the Fund's assets to be responsible for day-to-day investment management of the Fund's assets. The sub-advisor selects investments for its portion of the Fund based on its investment style and strategy. Sub-advisor Columbia WAM typically looks for companies with: o A strong business franchise that offers growth potential o Products and services that give the company a competitive advantage, and/or o A stock price that they believe is reasonable relative to the assets and earnings power of the company Shareholders of the Fund approved a new additional sub-advisor for the Fund, Oberweis, to begin managing its portion of Fund assets effective April 1, 2004. The sub-advisor seeks to invest in those companies it considers to have above-average long-term growth potential. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. COLUMBIA WAM Q: HOW DID THE FUND PERFORM DURING THE PERIOD? A: During the eight-month period that began at the Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +32.47% (Class A shares at net asset value with distributions reinvested). By comparison, the Russell 2000 Growth Index gained +15.96% (index start date was August 31, 2003). Strong stock selection was the primary reason for outperformance within financials. Consumer finance stocks, including a holding in a consumer auto loans company, benefited from an improving economic environment. As small caps have continued to outperform their large-cap counterparts, finding attractively-valued stocks is becoming more challenging. The 20 analysts at Columbia WAM adhere to a 33-year old philosophy and process of seeking to uncover underfollowed opportunities in the market. This has helped the Fund outperform the Russell 2000 Growth Index during the eight-month period. Q: CAN YOU DESCRIBE SOME AREAS THAT AIDED/DETRACTED FROM PERFORMANCE? A: Technology, financials, and energy stocks were the Fund's best-performing sectors. Within technology, stock selection drove performance as technology stocks averaged a 60 percent increase compared to the Russell 2000 Growth Index's +15.96% return. Software provider Novell was the Fund's best performing stock, returning over 216 percent. Much of this increase came after Novell agreed to buy Suse Linux, a company that may help increase Novell's service and support for the Linux computer operating system. Energy also performed well, as the index's energy sector return was 40 percent. The Fund's energy sector investments surpassed the index, gaining 48 percent. We are looking to increase this weighting due to our outlook on energy prices. Analysts' estimates are based primarily on historical averages. We believe these estimates are too low, noting that the energy futures prices are higher. The consumer discretionary and materials sectors were the Fund's largest detractors. Satellite broadcasters have been more competitive in the company's major markets and telephone companies offering digital subscriber lines (DSL) continue to take market share from the traditional cable providers. 17 OPTIMUM SMALL CAP GROWTH FUND FUND BASICS - ------------------------------------------ Fund Objective: The Fund seeks long-term growth of capital. - ------------------------------------------ Total Fund Net Assets: $20.64 million - ------------------------------------------ Number of Holdings: 64 - ------------------------------------------ Fund Start Date: August 1, 2003 - ------------------------------------------ Sub-advisors: Columbia WAM Oberweis (begining 4/1/04) - ------------------------------------------ CUSIP Numbers: Class A 246118-82-2 Class B 246118-81-4 Class C 246118-79-8 Institutional 246118-78-0 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum Small Cap Growth Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - ---------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +32.47% Including Sales Charge +24.83% - ---------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +32.12% Including Sales Charge +28.12% - ---------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +32.12% Including Sales Charge +31.12% - ---------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum Small Cap Growth Fund's Institutional Class was +32.71%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum Small Cap Growth Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 18 OPTIMUM SMALL CAP GROWTH FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 [GRAPHIC OMITTED] OPTIMUM SMALL CAP GROWTH CLASS A RUSSELL 2000 SHARES GROWTH INDEX ----------------- -------------- 8/31/03 $10,146 $10,000 9/30/03 $ 9,968 $ 9,747 10/31/03 $11,232 $10,589 11/30/03 $11,598 $10,935 12/31/03 $11,785 $10,983 1/31/04 $12,495 $11,560 2/29/04 $12,595 $11,543 3/31/04 $12,483 $11,597 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 2000 Growth Index is an unmanaged index that generally tracks the performance of those stocks in the Russell 2000 Index that have higher price-to-book ratios and higher forecasted growth values. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 19 PORTFOLIO MANAGEMENT REVIEW April 8, 2004 OPTIMUM SMALL CAP VALUE FUND SUB-ADVISORS: Hotchkis and Wiley Capital Management, LLC (H&W) Delafield Asset Management Division of Reich & Tang Asset Management, LLC (Delafield) During the eight-month period that began at the Optimum Small Cap Value Fund's inception on August 1, 2003 and ended with its fiscal year close on March 31, 2004, the Fund gained +30.30% (Class A shares at net asset value with distributions reinvested). For comparison purposes, the Russell 2000 Value Index gained +22.99% (index start date was August 31, 2003). The Fund seeks long-term growth of capital. The Fund's advisor, Delaware Management Company, selected two sub-advisors for the Fund's assets, each of which is responsible for day-to-day investment management of a portion of the Fund's assets. Each selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement one another. Sub-advisor H&W employs a disciplined bottom-up, value-oriented investment style with an emphasis on internally generated fundamental research. Sub-advisor Delafield considers factors including the values of individual securities relative to other investment alternatives, trends in the determinants of corporate profits, corporate cash flow, balance sheet changes, management capability and practices, and the economic and political outlook. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. H&W Q: WHAT WERE SOME OF THE FACTORS AFFECTING THE MARKET DURING THE PERIOD? A: Higher levels of consumer confidence, business spending, and retail sales supported rising stock prices during the first half of the reporting period. Notably, broad-based investor enthusiasm for speculative issues, along with increased fervor for economically-sensitive stocks, led to an extended rally and strong gains for the market. The rally extended into the first two months of 2004; however, rising geopolitical tensions (Madrid terrorist bombings and the disputed election in Taiwan) coupled with volatile expectations about interest rates ended the first quarter of 2004 on a mixed note. Nevertheless, the Dow Jones Industrial Average gained +13.85% and the Nasdaq Composite Index rallied +14.94% during the eight-month period. Q: WHAT WERE SOME OF THE SECURITIES THAT AIDED PERFORMANCE? A: Our performance was primarily attributable to security selection within the financials and consumer discretionary market sectors. The financial sector benefited from shares of Allmerica Financial, our biggest contributor, as the company continued to benefit from decreased concerns over the company's life insurance and annuity subsidiary. The consumer discretionary sector benefited from household durables stocks Brookfield Homes, Toll Brothers, and Beazer Homes USA, as all three stocks benefited from a strong housing market. Hotel stock Mandalay Resort Group also performed well as the stock price increased due to strength in the gaming industry. Q: CAN YOU DESCRIBE WHICH AREAS DETRACTED FROM PERFORMANCE? A: Offsetting the gains within the consumer discretionary sector was the decline of Hayes Lemmerz International (supplier of automotive wheels). Hayes declined as an increase in steel prices caused concern over the company's near-term earnings. We believe the market has overreacted to the news and that steel prices will revert to more normal levels; consequently, we have maintained our position. Q: WHAT ARE SOME OF THE AREAS YOU'LL BE FOCUSING ON IN THE NEAR FUTURE? A: We continue to monitor inflationary trends, as the Fed may eventually raise rates to contain inflation. Our extensive company-specific research process and long-term approach to valuation remain unchanged, and we continue to seek opportunities in this volatile environment. We believe that our portfolio is well-positioned to take advantage of a market that focuses on the importance of fundamental valuation. 20 DELAFIELD Q: CAN YOU PROVIDE SOME BACKGROUND ON YOUR INVESTING STRATEGIES FOR THE FUND? A: The general markets were quite strong, buoyed by improving economic growth and restrained interest rates. We believe better than expected earnings may continue for the near term as improving demand, coupled with easy comparisons through mid-year, should help results. The major detractor to performance was our cash position. As is Delafield's practice, we invest at measured prices, therefore the strength of the equity markets has made it challenging to put the assets in our portion of the portfolio to work quickly. On December 31, 2003, the invested position was 70 percent and on March 31, 2004 it increased to 81 percent. As a firm, Delafield has historically been comfortable keeping cash balances when we beleive the markets are expensive. We are concerned with how high current valuations appear. Another concern is that inflation is showing signs of reviving, as seen by higher commodity prices, improved corporate profits, and the upward trend in employment. These factors could lead to potentially higher interest rates. Delafield continues to search for new undervalued investments that can be added to our small-cap portfolio. In the meantime, we believe the market has anticipated much of the good news and we are pleased with our levels of cash reserve, even though they may hinder performance if the market advances significantly. Q: HOW DID SOME OF YOUR HOLDINGS PERFORM? A: Performance for the period was very broadly based with no one security accounting for more than 2% of positive performance. The largest contributor was Foot Locker followed by Furniture Brands International. There were only two securities, ESCO Technologies and R.R. Donnelley & Sons, which had negative performance. During the first quarter of 2004, International Multifoods Corporation received an acquisition proposal from J.M. Smuckers Co. & Sons and Apogent Technologies received their proposal from Fischer Scientific International. In both cases we sold our shares of International Multifoods Corporation and Apogent Technologies to manage the risk in the investment. Q: WHAT IS DELAFIELD FOCUSED ON MOVING FORWARD? A: Delafield's focus remains on finding special situations. Such investments tend to have performance that more closely parallels the underlying events of the individual company rather than the broad markets. This may cause performance on a quarterly basis to be out of sync with the overall market. We anticipate the markets might be choppy for awhile. A rise in interest rates and increased terrorist activities, among other factors, could dampen any improvement seen in the economy and earnings growth. 21 OPTIMUM SMALL CAP VALUE FUND FUND BASICS - ------------------------------------------ Fund Objective: The Fund seeks long-term growth of capital. - ------------------------------------------ Total Fund Net Assets: $21.23 million - ------------------------------------------ Number of Holdings: 95 - ------------------------------------------ Fund Start Date: August 1, 2003 - ------------------------------------------ Sub-advisors: H&W Delafield - ------------------------------------------ CUSIP Numbers: Class A 246118-77-2 Class B 246118-76-4 Class C 246118-75-6 Institutional 246118-74-9 The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance data quoted. Please obtain the performance data for the most recent month end by calling 800 914-0278 or visiting our web site at www.optimummutualfunds.com. You should consider the investment objectives, risks, charges and expenses of the investment carefully before investing. The Optimum Small Cap Value Fund prospectus contains this and other important information about the investment company. Please request a prospectus by calling 800 914-0278. Read it carefully before you invest or send money. Performance includes reinvestment of all distributions. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Cumulative Total Returns Through March 31, 2004 Lifetime - ---------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +30.30% Including Sales Charge +22.79% - ---------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +29.83% Including Sales Charge +25.83% - ---------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +29.83% Including Sales Charge +28.83% - ---------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Returns and share values will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or the investment was not redeemed. Past performance is not a guarantee of future results. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The cumulative total return for the lifetime period ended March 31, 2004 for Optimum Small Cap Value Fund's Institutional Class was +30.66%. The Institutional Class shares were first made available on August 1, 2003 and are available without sales or asset-based distribution charges only to certain eligible institutional accounts. The performance table and graph on the following page do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares. An expense limitation was in effect for all classes of Optimum Small Cap Value Fund during the period shown. Performance would have been lower had the expense limitation not been in effect. 22 OPTIMUM SMALL CAP VALUE FUND PERFORMANCE Performance of a $10,000 Investment August 1, 2003 (Fund's inception) through March 31, 2004 SMALL CAP VALUE FUND PERFORMANCE OF $10,000 INVESTMENT CHART [GRAPHIC OMITTED] OPTIMUM SMALL CAP VALUE CLASS A RUSSELL 2000 SHARES VALUE INDEX ----------------- ------------- 8/31/03 $ 9,902 $10,000 9/30/03 $ 9,813 $9,885 10/31/03 $10,545 $10,691 11/30/03 $10,899 $11,101 12/31/03 $11,366 $11,503 1/31/04 $11,690 $11,901 2/29/04 $12,036 $12,132 3/31/04 $12,279 $12,300 Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 2000 Value Index is an unmanaged composite that measures the stocks of small, value-oriented companies. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 23 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS March 31, 2004 Principal Market Amount* Value (U.S.$) AGENCY ASSET-BACKED SECURITIES - 0.52% oSLMA Student Loan Trust Series 96-2 A2 1.651% 7/27/09 USD 178,131 $179,675 Series 97-1 A2 1.511% 1/25/10 40,782 40,973 Series 97-2 Certificates 1.771% 10/25/12 25,000 25,127 Series 03-8 A1 1.12% 6/16/08 24,587 24,587 Series 04-1 A1 1.16% 1/26/15 200,000 200,155 -------- TOTAL AGENCY ASSET-BACKED SECURITIES (cost $469,238) 470,517 -------- AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS - 10.61% Fannie Mae Grantor Trust Series 02-T16 A2 7.00% 7/25/42 57,892 62,939 Series 04-T1 1A2 6.50% 1/25/44 151,377 162,351 Series 04-T2 1A3 7.00% 11/25/43 205,000 222,233 Series 99-T2 A1 7.50% 1/19/39 102,782 113,092 Fannie Mae Pool Series 763545 5.50% 4/25/34 95,000 97,791 Fannie Mae Series 01-14 Z 6.00% 5/25/31 119,073 125,492 Series 02-55 KY 4.75% 4/25/28 128,731 129,461 Series 02-56 MC 5.50% 9/25/17 100,000 104,975 Series 03-106 WB 4.50% 10/25/15 405,000 424,440 Series 03-122 TU 4.00% 5/25/16 90,000 93,021 o#Series 03-1A 144A 3.308% 3/24/18 84,883 85,546 Series 03-87 TD 3.50% 4/25/11 30,000 30,463 Series 03-92 KH 5.00% 3/25/32 70,000 70,247 Fannie Mae Whole Loan Series 03-W8 2A 7.00% 10/25/42 61,755 67,282 Series 03-W15 2A3 4.71% 8/25/43 25,000 25,981 Series 03-W18 1A3 4.732% 8/25/33 70,000 72,909 Series 03-W19 1A3 4.783% 11/25/33 85,000 88,385 Series 04-W1 1A3 4.49% 11/25/43 130,000 134,673 Series 04-W2 2A2 7.00% 2/25/44 349,745 380,457 Series 04-W2 5A 7.50% 3/25/44 551,000 607,479 Freddie Mac Series 2113 QE 6.00% 11/15/27 103,955 106,393 Series 2410 PD 6.50% 10/15/30 142,479 145,017 Series 2459 PL 5.50% 6/15/30 282 282 Series 2480 EH 6.00% 11/15/31 3,841 3,974 Series 2497 BM 5.00% 2/15/22 16,277 16,670 Series 2526 CA 5.00% 6/15/16 128,386 132,326 Series 2573 HB 5.50% 2/15/18 69,924 73,505 Series 2633 PB 4.00% 3/15/12 385,000 393,157 Series 2658 PA 3.75% 11/15/07 25,000 25,485 Series 2662 DG 5.00% 10/15/22 25,000 25,684 Series 2663 MA 3.50% 1/15/10 25,000 25,458 Series 2672 TN 4.00% 3/15/23 190,000 197,666 Series 2682 LC 4.50% 7/15/32 110,000 107,452 Series 2691 MB 4.00% 4/15/22 531,000 548,010 Series 2691 ME 4.50% 4/15/32 274,000 268,237 Series 2694 QH 4.50% 3/15/32 76,000 74,384 Series 2707 OK 3.50% 5/15/10 225,000 229,896 Series 2721 PTE 5.00% 1/15/23 100,000 101,830 Series 2727 PB 4.25% 4/15/23 215,000 223,175 Series 2727 PE 4.50% 7/15/32 185,000 180,680 Series 2728 TC 4.00% 2/15/23 235,000 241,375 Series 2737 XG 4.00% 11/15/22 120,000 123,256 Principal Market Amount* Value (U.S.$) AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (CONTINUED) Freddie Mac (continued) Series 2737 YD 5.00% 8/15/32 USD 140,000 $ 140,499 Series 2750 NB 4.00% 12/15/22 388,000 398,983 Series 2755 LE 4.00% 9/15/30 395,000 371,987 Series 2759 AU 3.50% 5/15/19 226,000 230,944 Series 2773 EK 3.50% 4/15/19 220,000 224,881 Series 2786 PA 3.50% 4/15/19 214,000 218,414 Freddie Mac Structure Pass Through Securities Series T-56 A2A 2.842% 7/25/36 310,000 311,396 Series T-58 1A2 3.108% 5/25/35 165,000 166,064 Series T-58 2A 6.50% 9/25/43 8,844 9,485 Series T-58 3A 7.00% 9/25/43 17,481 18,939 Series T-59 1A2 7.00% 10/25/43 146,878 159,477 GNMA Series 01-24 PD 6.60% 11/20/29 6,592 6,589 Series 02-47 PU 6.00% 2/20/28 361,597 364,460 Series 03-116 ND 3.75% 6/20/26 235,000 239,252 Series 03-89 PA 5.50% 12/20/23 74,802 77,813 Series 04-11 QE 5.00% 12/16/32 405,000 406,061 ---------- TOTAL AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (cost $9,623,389) 9,688,373 ---------- AGENCY MORTGAGE-BACKED SECURITIES - 14.96% Fannie Mae 4.50% 4/15/19 TBA 990,000 1,002,375 4.92% 5/1/13 25,000 26,633 5.00% 2/18/18 146,798 151,110 5.00% 6/1/18 96,617 99,455 5.00% 7/1/18 62,452 64,287 5.00% 8/1/18 29,109 29,964 5.00% 12/1/18 605,043 622,816 5.00% 4/1/19 TBA 740,000 760,813 5.00% 9/1/23 34,043 34,703 5.00% 4/1/34 TBA 760,000 763,563 5.00% 11/1/33 79,470 80,315 5.00% 1/1/34 58,863 59,488 5.00% 2/1/34 89,868 90,823 5.50% 4/1/19 TBA 1,005,000 1,047,083 5.50% 4/1/33 1,850,000 1,895,671 5.50% 11/1/33 149,136 152,911 5.50% 12/1/33 373,685 383,144 5.50% 12/1/33 169,060 173,339 5.50% 1/1/34 335,887 344,389 6.00% 4/1/34 TBA 635,000 660,995 6.00% 8/1/33 208,768 217,445 6.00% 10/1/33 17,477 18,204 6.00% 10/1/33 329,758 343,464 6.00% 10/1/33 88,344 92,015 6.00% 12/1/33 140,917 146,774 6.00% 12/1/33 34,906 36,520 6.00% 1/1/34 99,029 103,145 6.00% 1/1/34 362,425 377,488 6.10% 4/1/11 188,761 212,769 6.50% 4/1/34 TBA 550,000 577,844 6.50% 10/1/32 105,181 110,539 6.50% 11/1/33 151,555 159,275 6.50% 11/1/33 109,408 114,981 6.50% 11/1/33 134,550 141,404 6.50% 11/1/33 116,429 122,360 24 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) AGENCY MORTGAGE-BACKED SECURITIES (CONTINUED) Fannie Mae (continued) 6.50% 1/1/34 USD 289,487 $ 304,233 6.50% 1/1/34 139,748 146,866 6.53% 2/1/16 222,586 251,661 6.70% 4/1/19 393,191 450,818 6.985% 12/1/06 7,098 7,806 7.00% 8/1/31 27,026 28,690 7.50% 3/1/32 12,606 13,513 7.50% 6/1/32 84,079 90,122 Freddie Mac 5.00% 7/1/18 41,780 43,021 5.00% 9/1/33 9,899 10,041 5.00% 4/1/34 TBA 160,000 160,800 6.00% 10/1/33 88,736 92,285 6.50% 9/1/33 27,476 28,885 6.50% 10/1/33 29,419 30,927 6.50% 11/1/33 222,205 233,593 GNMA 5.50% 10/15/33 157,072 161,735 6.00% 3/20/34 277,376 289,685 6.50% 12/15/32 84,814 89,584 ---------- TOTAL AGENCY MORTGAGE-BACKED SECURITIES (cost $13,606,589) 13,652,369 ---------- AGENCY OBLIGATIONS - 1.01% Fannie Mae 1.75% 3/26/08 JPY 10,000,000 100,921 2.625% 1/19/07 USD 50,000 50,169 3.25% 8/15/08 180,000 182,908 3.375% 12/15/08 15,000 15,260 Federal Home Loan Bank 3.875% 8/22/08 90,000 92,202 Freddie Mac 2.875% 12/15/06 150,000 153,036 4.875% 3/15/07 300,000 322,714 4.875% 11/15/13 5,000 5,249 ---------- TOTAL AGENCY OBLIGATIONS (cost $907,545) 922,459 ---------- ASSET-BACKED SECURITIES - 5.40% #ABSC NIMs Trust Series 04-HE1 A 144A 7.00% 1/17/34 39,761 39,761 AmeriCredit Automobile Receivables Trust Series 01-C A4 5.01% 7/14/08 85,000 88,447 Series 02-1 A3 4.23% 10/6/06 148,119 149,926 Bank One Issuance Trust Series 02-A3 3.59% 5/17/10 15,000 15,494 Capital Auto Receivable Asset Trust Series 04-1 A4 2.64% 11/17/08 550,000 554,942 Capital One Auto Finance Trust Series 03-A A4A 2.47% 1/15/10 20,000 20,084 Capital One Multi-Asset Execution Trust Series 03-A6 A6 2.95% 8/17/09 15,000 15,293 Series 03-C4 C4 6.00% 8/15/13 75,000 81,601 Centex Home Equity Series 02-A AF6 5.54% 1/25/32 65,000 68,930 oChase Funding Mortgage Loan Series 04-1 2A2 1.321% 12/25/33 525,000 525,000 #Chase Funding Net Interest Margin Series 03-6A 144A 5.00% 12/27/33 39,822 39,774 Principal Market Amount* Value (U.S.$) ASSET-BACKED SECURITIES (continued) Citibank Credit Card Issuance Trust Series 02-A1 A1 4.95% 2/9/09 USD 30,000 $ 32,174 Series 03-A3 A3 3.10% 3/10/10 60,000 60,632 Series 04-A1 A1 2.55% 1/20/09 790,000 795,731 CNH Equipment Trust Series 01-B A4 4.45% 4/16/07 390,000 398,105 Countrywide Certificates oSeries 04-1 3A 1.37% 4/25/34 302,317 302,600 #Series 04-1NIM Note 144A 6.00% 5/25/34 50,000 49,750 Equity One Series 04-1 AF3 3.054% 4/25/34 380,000 384,307 oLong Beach Mortgage Loan Trust Series 01-4 M3 3.84% 3/25/32 155,000 156,932 MBNA Credit Card Master Note Trust Series 03-A1 A1 3.30% 7/15/10 60,000 61,167 oSeries 04-A2 A2 1.24% 7/15/13 345,000 345,431 MMCA Automobile Trust Series 02-2 A4 4.30% 3/15/10 285,000 289,543 Series 02-2 B 4.67% 3/15/10 41,499 41,590 PP&L Transition Bond Series 99-1 A5 6.83% 3/25/07 6,982 7,192 Ramp Series 04-SL1 A3 7.00% 4/25/31 85,000 89,284 oResidential Asset Securities Series 00-KS5 AI6 7.175% 12/25/31 94,439 100,024 Vanderbilt Mortgage Finance Series 01-A A4 7.235% 6/7/28 110,000 120,804 Whole Auto Loan Trust Series 03-1 A4 2.58% 3/15/10 45,000 45,409 Series 03-1 B 2.24% 3/15/10 45,000 45,317 --------- TOTAL ASSET-BACKED SECURITIES (cost $4,775,469) 4,925,244 --------- COLLATERALIZED MORTGAGE OBLIGATIONS - 3.88% Bank of America Alternative Loan Trust Series 03-10 2A1 6.00% 12/25/33 38,581 40,442 Series 04-2 1A1 6.00% 3/25/34 109,611 113,550 Bank of America Mortgage Securities Series 02-10 1A30 4.75% 11/25/32 215,908 216,584 oSeries 03-I 2A4 3.828% 10/25/33 5,000 5,088 oSeries 04-A 1A1 3.486% 2/25/34 53,463 54,307 Countrywide Alternative Loan Trust Series 04-J1 1A1 6.00% 2/25/34 147,300 151,127 Series 04-J2 7A1 6.00% 12/25/33 202,000 207,416 Series 04-J3 2A1 6.00% 9/1/33 130,000 134,997 Countrywide Home Loans oSeries 01-HYB2 3A1 5.534% 9/19/31 52,981 53,274 Series 03-1 1A7 4.50% 3/25/33 13,104 13,227 oSeries 03-21 A1 4.182% 5/25/33 56,650 57,328 Credit Suisse First Boston Mortgage Securities Series 03-23 5A1 6.00% 9/25/33 4,523 4,695 Series 03-23 6A1 6.50% 9/25/33 8,823 9,314 Series 03-23 7A1 5.00% 9/25/18 9,227 9,487 Series 03-29 5A1 7.00% 12/25/33 47,941 50,971 Series 04-1 3A1 7.00% 2/25/34 44,039 46,489 Deutsche Mortgage Securities Pass-Through Trust Series 04-2 A2 3.08% 1/25/34 40,000 40,150 25 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) COLLATERALIZED MORTGAGE OBLIGATIONS (continued) First Horizon Mortgage Asset Securities Pass-Through Trust Series 02-7 1A2 5.00% 12/25/32 USD 158,830 $ 159,756 GSR Mortgage Home Loan Trust Series 04-2F 6A1 7.00% 1/25/34 46,214 48,823 oMaster Adjustable Rate Mortgages Trust Series 03-3 3A4 4.626% 9/25/33 35,000 35,679 Series 03-6 1A2 3.101% 12/25/33 10,000 9,956 Master Alternative Loans Trust Series 03-9 1A1 5.50% 12/25/18 33,645 34,817 Series 04-1 2A1 7.00% 1/25/34 54,908 57,242 Series 04-3 2A1 6.25% 4/25/34 355,000 370,087 Series 04-3 8A1 7.00% 4/25/34 190,000 199,322 Master Asset Securitization Trust Series 03-12 3A5 5.25% 10/25/14 29,479 30,712 Series 03-6 8A1 5.50% 7/25/33 89,016 91,645 Nomura Asset Acceptance Series 04-AP1 A2 3.238% 3/25/34 110,000 110,241 Residential Accredit Loans Series 02-QS14 A5 5.125% 9/25/32 454,953 460,201 Residential Asset Securitization Trust Series 02-A13 A3 5.00% 12/25/17 410,390 415,263 Structured Asset Securities oSeries 02-22H 1A 7.00% 11/25/32 2,026 2,135 Series 03-33H 1A1 5.50% 10/25/33 23,885 24,452 o#Summit Mortgage Trust Series 02-1 B2 144A 6.192% 6/28/16 30,000 30,225 Vende Mortgage Trust Series 96-1 1F 6.75% 5/15/22 17,996 18,092 Series 97-3 2D 7.50% 1/15/25 18,523 18,882 Washington Mutual MSC Mortgage Pass-Through CTFS Series 01-MS15 SA1 6.00% 1/25/17 12,005 12,137 Washington Mutual Series 02-S7 4A1 4.50% 11/25/32 123,855 124,565 oWells Fargo Mortgage Backed Securities Trust Series 03-M A1 4.774% 12/25/33 81,402 81,567 --------- TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (cost $3,662,726) 3,544,245 --------- COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.37% Banc of America Commercial Mortgage Series 04-1 A3 4.429% 11/10/39 40,000 40,938 Series 04-1 A4 4.76% 11/10/39 40,000 40,663 First Union-Lehman Brothers-Bank of America Series 98-C2 A2 6.56% 11/18/35 115,000 129,880 Nomura Asset Securities Series 98-D6 A1B 6.59% 3/15/30 115,000 130,470 --------- TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $338,268) 341,951 --------- CORPORATE BONDS - 30.90% Aerospace & Defense - 0.56% Armor Holdings 8.25% 8/15/13 270,000 300,375 Raytheon 6.75% 8/15/07 189,000 212,640 --------- 513,015 --------- Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Automobiles & Automotive Parts - 1.28% ++#Advanced Accessory Holdings 144A 3.25% 12/15/11 USD 125,000 $ 66,875 Advanced Accessory Systems 10.75% 6/15/11 45,000 47,025 Auburn Hills Trust 12.375% 5/1/20 240,000 368,447 Collins & Aikman Products 10.75% 12/31/11 55,000 56,788 11.50% 4/15/06 75,000 74,063 DaimlerChrysler NA Holding 4.05% 6/4/08 25,000 25,290 Ford Motor 7.45% 7/16/31 180,000 180,284 General Motors 7.125% 7/15/13 15,000 16,414 8.375% 7/15/33 210,000 238,920 Johnson Controls 5.00% 11/15/06 25,000 26,796 United Components 9.375% 6/15/13 65,000 70,525 ---------- 1,171,427 ---------- Banking & Finance - 6.73% American General Finance 4.625% 9/1/10 380,000 396,475 Bear Stearns 4.65% 7/2/18 25,000 24,064 Capital One Bank 6.50% 6/13/13 5,000 5,449 Citigroup 5.875% 2/22/33 55,000 56,391 6.00% 10/31/33 50,000 52,093 Countrywide Home Loans 4.00% 3/22/11 285,000 282,471 Credit Suisse First Boston USA 6.125% 11/15/11 40,000 44,749 #Erac USA Finance 144A 7.35% 6/15/08 75,000 86,923 #Farmers Exchange Capital 144A 7.05% 7/15/28 105,000 106,776 7.20% 7/15/48 95,000 94,553 #FGIC 144A 6.00% 1/15/34 55,000 57,582 Finova Group 7.50% 11/15/09 170,000 105,825 First Union Capital II - Class A 7.95% 11/15/29 20,000 25,452 Ford Motor Credit 5.625% 10/1/08 40,000 41,326 5.80% 1/12/09 310,000 319,936 6.875% 2/1/06 495,000 526,722 7.00% 10/1/13 40,000 42,284 Franklin Resources 3.70% 4/15/08 45,000 45,724 General Electric Capital 5.45% 1/15/13 60,000 64,722 #Glencore Funding 144A 6.00% 4/15/14 205,000 203,534 GMAC 4.375% 12/10/07 265,000 270,926 4.50% 7/15/06 55,000 56,865 6.125% 9/15/06 25,000 26,745 6.75% 1/15/06 575,000 614,822 7.25% 3/2/11 50,000 55,565 7.75% 1/19/10 455,000 516,425 8.00% 11/1/31 25,000 27,753 Goldman Sachs Group 5.25% 10/15/13 40,000 41,484 6.345% 2/15/34 280,000 288,862 Household Finance 4.125% 12/15/08 65,000 67,183 HSBC Bank USA 4.625% 4/1/14 500,000 496,812 26 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Banking & Finance (continued) J.P. Morgan Chase 5.75% 1/2/13 USD 20,000 $ 21,776 KFW International Finance 1.75% 3/23/10 JPY 28,000,000 282,082 Midland Funding II 11.75% 7/23/05 USD 45,822 48,686 Morgan Stanley 4.75% 4/1/14 140,000 137,975 5.30% 3/1/13 25,000 26,288 Nisource Finance 3.20% 11/1/06 55,000 56,348 Popular North America 4.25% 4/1/08 100,000 103,769 o#Premium Asset Trust Series 04-01 144A 1.21% 2/6/06 40,000 40,007 #Rabobank Capital Funding II 144A 5.26% 12/29/49 35,000 36,382 oRBS Capital Trust I 4.709% 12/29/49 20,000 19,704 oRBS Capital Trust II 6.425% 12/29/49 130,000 138,748 Regions Financial 6.375% 5/15/12 60,000 68,117 Tanger Properties 9.125% 2/15/08 75,000 82,500 Wells Fargo Financial 6.125% 4/18/12 30,000 33,822 ---------- 6,142,697 ---------- Building & Materials - 0.56% Interline Brands 11.50% 5/15/11 95,000 103,075 #Lone Star Industries 144A 8.85% 6/15/05 60,000 64,125 Schuler Homes 10.50% 7/15/11 75,000 88,875 Standard-Pacific 7.75% 3/15/13 55,000 61,050 9.25% 4/15/12 110,000 129,525 #Technical Olympic USA 144A 7.50% 3/15/11 65,000 65,244 ---------- 511,894 ---------- Business Services - 0.12% Brickman Group 11.75% 12/15/09 40,000 46,600 #Great Lakes Dredge & Dock 144A 7.75% 12/15/13 60,000 60,900 ---------- 107,500 ---------- Cable, Media & Publishing - 2.80% American Media Operation 10.25% 5/1/09 55,000 57,888 #Atlantic Broadband Finance 144A 9.375% 1/15/14 220,000 217,249 #Cablevision Systems 144A 8.00% 4/15/12 205,000 205,513 Charter Communications Holdings 10.75% 10/1/09 195,000 171,600 Comcast Cable Communications 8.375% 3/15/13 146,000 181,672 Comcast Cable Communications Holdings 6.20% 11/15/08 70,000 77,569 CSC Holdings 9.875% 2/15/13 70,000 73,150 #Echostar DBS 144A 5.75% 10/1/08 110,000 114,125 Historic Time Warner 8.18% 8/15/07 160,000 186,720 Insight Midwest 10.50% 11/1/10 90,000 97,200 Liberty Media o2.61% 9/17/06 185,000 187,328 3.50% 9/25/06 65,000 66,237 Lodgenet Entertainment 9.50% 6/15/13 75,000 83,625 Mediacom Broadband 11.00% 7/15/13 50,000 53,750 PanAmSat 8.50% 2/1/12 160,000 168,000 Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Cable, Media & Publishing (continued) PEI Holdings 11.00% 3/15/10 USD 100,000 $ 116,000 #Sheridan Acquisition 144A 10.25% 8/15/11 55,000 59,194 Time Warner 7.57% 2/1/24 154,000 177,923 7.70% 5/1/32 90,000 106,797 Time Warner Entertainment 8.375% 3/15/23 25,000 31,280 Xm Satellite Radio 12.00% 6/15/10 25,000 28,406 Young Broadcasting 10.00% 3/1/11 85,000 91,375 ---------- 2,552,601 ---------- Chemicals - 0.48% Huntsman International 9.875% 3/1/09 40,000 44,200 10.125% 7/1/09 105,000 107,362 Lyondell Chemical 9.875% 5/1/07 95,000 99,038 #Nalco 144A 7.75% 11/15/11 60,000 63,000 Resolution Performance Products 8.00% 12/15/09 85,000 87,125 +Solutia 6.72% 10/15/37 60,000 24,300 Valspar 6.00% 5/1/07 15,000 16,417 ---------- 441,442 ---------- Consumer Products - 0.25% Alderwoods Group 12.25% 1/2/09 70,000 78,750 American Greetings 11.75% 7/15/08 30,000 35,250 #Corrections Corporation of America 144A 7.50% 5/1/11 30,000 31,763 Hines Nurseries 10.25% 10/1/11 50,000 55,750 #Service Corp International 144A 6.75% 4/1/16 30,000 30,300 ---------- 231,813 ---------- Electronic Components - 0.11% #Communications & Power Industries 144A 8.00% 2/1/12 100,000 102,125 ---------- 102,125 ---------- Energy - 2.84% Citgo Petroleum 11.375% 2/1/11 45,000 52,763 Devon Energy 7.875% 9/30/31 145,000 178,987 Devon Financing 7.95% 4/15/32 300,000 372,899 Duke Capital 4.302% 5/18/06 50,000 51,305 5.50% 3/1/14 360,000 364,607 #Dynegy Holdings 144A 10.125% 7/15/13 95,000 104,738 El Paso Production Holding 7.75% 6/1/13 95,000 88,588 #Encore Acquisition 144A 6.25% 4/15/14 170,000 172,338 Enterprise Products Partners 7.50% 2/1/11 60,000 69,964 Halliburton 5.50% 10/15/10 15,000 15,909 8.75% 2/15/21 260,000 326,331 #Halliburton 144A 5.50% 10/15/10 185,000 196,209 #Hilcorp Energy/Finance 144A 10.50% 9/1/10 105,000 117,075 Hornbeck Offshore Services 10.625% 8/1/08 45,000 49,725 Kinder Morgan Energy Partners 7.75% 3/15/32 25,000 30,402 8.00% 3/15/05 105,000 110,936 Northern Border Pipeline 6.25% 5/1/07 50,000 55,028 Transocean 6.75% 4/15/05 35,000 36,632 27 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Energy (continued) USX 9.125% 1/15/13 USD 15,000 $ 19,841 9.375% 2/15/12 30,000 39,521 Valero Energy 6.125% 4/15/07 40,000 44,008 Valero Logistics Operations 6.05% 3/15/13 70,000 75,956 Weatherford International 4.95% 10/15/13 20,000 20,357 ---------- 2,594,119 ---------- Environmental Services - 0.19% #Casella Waste Systems 144A 9.75% 2/1/13 45,000 50,625 IESI 10.25% 6/15/12 110,000 121,000 ---------- 171,625 ---------- Farming & Agricultural - 0.20% Universal 6.50% 2/15/06 40,000 43,073 UST 6.625% 7/15/12 90,000 102,255 8.80% 3/15/05 35,000 37,195 ---------- 182,523 ---------- Food, Beverage & Tobacco - 1.13% Anheuser-Busch 5.00% 3/1/19 45,000 45,257 Archer-Daniels-Midland 8.125% 6/1/12 55,000 69,144 B&G Foods 9.625% 8/1/07 130,000 134,225 Chiquita Brands International 10.56% 3/15/09 125,000 138,750 #Commonwealth Brands 144A 10.625% 9/1/08 55,000 60,775 Great Atlantic & Pacific Tea 9.125% 12/15/11 35,000 30,800 #Gold Kist 144A 10.25% 3/15/14 45,000 45,675 Kraft Foods 4.00% 10/1/08 95,000 97,853 5.625% 11/1/11 35,000 38,012 #Le-Natures 144A 9.50% 6/15/13 60,000 63,900 #Miller Brewing 144A 4.25% 8/15/08 10,000 10,360 Nabisco 6.85% 6/15/05 70,000 74,044 #PPC Escrow 144A 9.25% 11/15/13 105,000 110,250 #Standard Commercial 144A 8.00% 4/15/12 105,000 109,463 ---------- 1,028,508 ---------- Healthcare & Pharmaceuticals - 0.62% Ameripath 10.50% 4/1/13 60,000 61,500 #Ameripath 144A 10.50% 4/1/13 85,000 87,125 GlaxoSmithKline Capital 4.375% 4/15/14 75,000 74,969 GlaxoSmithKline Capital 5.375% 4/15/34 55,000 54,795 Medco Health Solutions 7.25% 8/15/13 190,000 214,576 Schering-Plough 5.30% 12/1/13 70,000 73,176 ---------- 566,141 ---------- Insurance - 0.64% Allstate 5.35% 6/1/33 45,000 43,264 AON 7.375% 12/14/12 75,000 88,419 #Farmers Insurance Exchange 144A 8.625% 5/1/24 5,000 5,901 Harleysville Group 5.75% 7/15/13 15,000 14,774 #Massachusetts Mutual Life Insurance 144A 5.625% 5/15/33 65,000 65,837 Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Insurance (continued) #Nationwide Mutual Insurance 144A 6.60% 4/15/34 USD 45,000 $ 44,899 7.875% 4/1/33 20,000 24,530 o#Oil Insurance 144A 5.15% 8/15/33 80,000 83,154 Progressive 6.375% 1/15/12 70,000 80,009 Prudential Financial 5.75% 7/15/33 45,000 44,774 TIG Holdings 8.125% 4/15/05 85,000 89,250 ---------- 584,811 ---------- Internet Services - 0.10% USA Interactive 6.75% 11/15/05 85,000 90,353 ---------- 90,353 ---------- Leisure, Lodging & Entertainment - 1.67% Ameristar Casinos 10.75% 2/15/09 110,000 127,738 Argosy Gaming 9.00% 9/1/11 175,000 197,750 Boyd Gaming 9.25% 8/1/09 69,000 77,711 #Boyd Gaming 144A 6.75% 4/15/14 115,000 116,294 Caesars Entertainment 9.375% 2/15/07 150,000 169,500 ++#Cinemark 144A 9.75% 3/15/14 85,000 53,125 Felcor Lodging 10.00% 9/15/08 110,000 117,700 Hard Rock Hotel 8.875% 6/1/13 55,000 59,125 Herbst Gaming 10.75% 9/1/08 100,000 113,250 Penn National Gaming 8.875% 3/15/10 195,000 213,525 Royal Caribbean Cruises 7.25% 3/15/18 75,000 78,750 ++#Town Sports International 144A 11.00% 2/1/14 155,000 87,575 Wheeling Island Gaming 10.125% 12/15/09 100,000 108,500 ---------- 1,520,543 ---------- Metals & Mining - 0.13% AK Steel 7.75% 6/15/12 65,000 58,337 Barrick Gold Finance 7.50% 5/1/07 10,000 11,527 United States Steel 10.75% 8/1/08 40,000 46,800 ---------- 116,664 ---------- Packaging & Containers - 0.41% AEP Industries 9.875% 11/15/07 55,000 57,063 Consolidated Container 10.125% 7/15/09 75,000 60,750 Pliant 11.125% 9/1/09 100,000 105,000 #Portola Packaging 144A 8.25% 2/1/12 110,000 97,350 Radnor Holdings 11.00% 3/15/10 65,000 52,975 ---------- 373,138 ---------- Paper & Forest Products - 0.69% Bowater 9.00% 8/1/09 150,000 169,875 Fort James 7.75% 11/15/23 230,000 244,950 #Newark Group 144A 9.75% 3/15/14 100,000 99,000 Potlatch 12.50% 12/1/09 95,000 117,800 ---------- 631,625 ---------- REITs - 0.17% #BF Saul 144A 7.50% 3/1/14 110,000 111,925 Developers Diversified Realty 4.625% 8/1/10 40,000 41,129 ---------- 153,054 ---------- 28 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Retail - 1.14% CVS 3.875% 11/1/07 USD 45,000 $ 46,521 Denny's 12.75% 9/30/07 85,000 93,074 #Friendly Ice Cream 144A 8.375% 6/15/12 75,000 77,625 #FTD 144A 7.75% 2/15/14 50,000 50,250 ++J Crew Intermediate 16.00% 5/15/08 10,000 7,800 J Crew Operating 10.375% 10/15/07 20,000 20,300 Kroger 6.80% 4/1/11 80,000 91,935 Lowe's 7.50% 12/15/05 50,000 54,764 May Department Stores 7.15% 8/15/04 145,000 147,969 #O'Charleys 144A 9.00% 11/1/13 75,000 78,750 Office Depot 10.00% 7/15/08 35,000 42,525 Petco Animal Supplies 10.75% 11/1/11 45,000 52,763 Remington Arms 10.50% 2/1/11 80,000 81,400 Safeway 3.80% 8/15/05 70,000 71,635 6.15% 3/1/06 15,000 16,092 Target 5.95% 5/15/06 75,000 81,212 Wendy's International 6.35% 12/15/05 25,000 26,839 ---------- 1,041,454 ---------- Technology/Hardware - 0.39% Activant Solutions 10.50% 6/15/11 100,000 105,000 Dell 6.55% 4/15/08 15,000 16,942 7.10% 4/15/28 70,000 84,037 Electronic Data Systems 6.00% 8/1/13 5,000 4,861 Northern Telecom Capital 7.875% 6/15/26 90,000 92,700 #Stratus Technologies 144A 10.375% 12/1/08 55,000 55,550 ---------- 359,090 ---------- Technology/Semiconductors - 0.13% #Amkor Technology 144A 7.125% 3/15/11 115,000 115,575 ---------- 115,575 ---------- Telecommunications - 2.46% Alamosa Delaware 11.00% 7/31/10 9,000 9,653 #Alamosa Delaware 144A 8.50% 1/31/12 40,000 38,200 Alaska Communications Systems 9.875% 8/15/11 60,000 60,900 AT&T 7.50% 6/1/06 40,000 44,006 8.05% 11/15/11 100,000 117,107 8.75% 11/15/31 95,000 112,447 Centennial Cellular Operating 10.125% 6/15/13 80,000 82,800 Cincinnati Bell 8.375% 1/15/14 85,000 83,725 Citizens Communications 8.50% 5/15/06 25,000 27,487 Crown Castle International 10.75% 8/1/11 15,000 16,875 Dobson Communications 8.875% 10/1/13 75,000 59,250 GTE 7.90% 2/1/27 670,000 755,659 MetroPCS 10.75% 10/1/11 20,000 21,300 Nextel Partners 12.50% 11/15/09 17,000 20,060 #Primus Telecommunications 144A 8.00% 1/15/14 30,000 28,800 #Qwest Services 144A 13.50% 12/15/10 120,000 140,100 Sprint Capital 6.375% 5/1/09 10,000 11,157 8.375% 3/15/12 20,000 24,396 8.75% 3/15/32 75,000 95,136 Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Telecommunications (continued) Telecomunicaciones de Puerto de Puerto Rico 6.65% 5/15/06 USD 104,000 $ 112,742 ++US Unwired 13.375% 11/1/09 60,000 56,400 Verizon Global Funding 7.25% 12/1/10 15,000 17,703 7.75% 12/1/30 6,000 7,316 Verizon New Jersey 7.85% 11/15/29 4,000 4,930 Verizon New York 6.875% 4/1/12 125,000 142,496 7.375% 4/1/32 65,000 74,259 Verizon Pennsylvania 5.65% 11/15/11 25,000 26,953 Verizon Wireless Capital 5.375% 12/15/06 50,000 53,895 +WorldCom 7.50% 5/15/11 10,000 3,225 ---------- 2,248,977 ---------- Textiles, Apparel & Furniture - 0.20% Interface 10.375% 2/1/10 120,000 136,200 Warnaco 8.875% 6/15/13 45,000 48,713 ---------- 184,913 ---------- Transportation & Shipping - 0.41% Continental Airlines 6.503% 6/15/11 55,000 54,227 Delta Air Lines 6.417% 7/2/12 35,000 37,702 Kansas City Southern Railway 9.50% 10/1/08 83,000 92,544 OMI 7.625% 12/1/13 75,000 78,188 Overseas Shipholding Group 8.25% 3/15/13 60,000 66,300 Seabulk International 9.50% 8/15/13 40,000 42,000 ---------- 370,961 ---------- Utilities - 4.49% #Allegheny Energy Supply Statutory Trust 2001 Series B 144A 13.00% 11/15/07 15,000 15,450 American Electric Power 6.125% 5/15/06 60,000 64,851 Avista 7.75% 1/1/07 85,000 95,144 9.75% 6/1/08 45,000 54,450 Calpine 8.25% 8/15/05 90,000 86,400 10.50% 5/15/06 170,000 161,500 o#Calpine Generating 144A 7.00% 4/1/10 80,000 76,600 Cogentrix Energy 8.75% 10/15/08 60,000 63,600 Consolidated Edison 3.625% 8/1/08 30,000 30,630 Consumers Energy 6.00% 3/15/05 40,000 41,489 6.25% 9/15/06 340,000 368,704 Detroit Edison 5.05% 10/1/05 60,000 62,807 6.35% 10/15/32 5,000 5,473 Edison Mission Energy 9.875% 4/15/11 20,000 21,150 El Paso Natural Gas 7.625% 8/1/10 55,000 56,925 Elwood Energy 8.159% 7/5/26 22,886 24,030 Energy East 6.75% 9/15/33 10,000 10,888 Exelon Generation 6.95% 6/15/11 85,000 98,412 FPL Group Capital 3.25% 4/11/06 80,000 81,919 7.625% 9/15/06 10,000 11,269 Homer City Funding 8.137% 10/1/19 50,000 55,500 Illinois Power 7.50% 6/15/09 60,000 68,100 #Metropolitan Edison 144A 4.875% 4/1/14 390,000 388,959 Midwest Generation 8.30% 7/2/09 65,000 66,950 +Mirant Americas Generation 7.625% 5/1/06 5,000 3,725 29 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) CORPORATE BONDS (continued) Utilities (continued) #NRG Energy 144A 8.00% 12/15/13 USD 95,000 $ 98,563 Oncor Electric Delivery 7.00% 5/1/32 35,000 40,105 Orion Power Holdings 12.00% 5/1/10 60,000 74,550 Pacific Gas & Electric 4.80% 3/1/14 40,000 40,284 6.05% 3/1/34 482,000 489,546 Pacificorp 6.375% 5/15/08 290,000 328,164 #Power Contract Financing 144A 5.20% 2/1/06 17,461 17,839 PP&L Capital Funding 7.75% 4/15/05 180,000 190,421 Progress Energy 6.75% 3/1/06 60,000 65,066 PSEG Energy Holdings 7.75% 4/16/07 55,000 58,438 PSEG Power 8.625% 4/15/31 15,000 19,869 Puget Energy 7.69% 2/1/11 250,000 303,688 Reliant Resources 9.50% 7/15/13 55,000 60,913 Rochester Gas & Electric 6.375% 9/1/33 5,000 5,441 Sempra Energy 6.925% 7/1/04 10,000 10,128 Southern California Edison 6.00% 1/15/34 45,000 46,414 Southern Capital Funding 5.30% 2/1/07 40,000 43,636 Tennessee Gas Pipeline 8.375% 6/15/32 55,000 58,025 TXU Energy 7.00% 3/15/13 30,000 34,449 Xcel Energy 7.00% 12/1/10 80,000 93,540 ----------- 4,094,004 ----------- TOTAL CORPORATE BONDS (cost $27,948,893) 28,202,592 ----------- FOREIGN BONDS - 16.49% Aruba - 0.19% UFJ Finance Aruba 6.75% 7/15/13 USD 155,000 171,707 ----------- 171,707 ----------- Australia - 0.59% New South Wales Treasury 8.00% 3/1/08 AUD 100,000 83,151 Queensland Treasury 6.00% 6/14/11 AUD 375,000 291,003 6.00% 8/14/13 AUD 160,000 125,242 #SingTel Optus Finance Property 144A 8.125% 6/15/09 USD 30,000 36,098 ----------- 535,494 ----------- Austria - 0.90% Oesterreich Kontrollbank 1.80% 3/22/10 JPY 12,000,000 122,470 Republic Of Austria 5.25% 1/4/11 EUR 240,000 325,207 #Sappi Papier Holding 144A 7.50% 6/15/32 USD 315,000 369,338 ----------- 817,015 ----------- Brazil - 0.33% Federal Republic of Brazil 11.00% 8/17/40 USD 280,000 300,440 ----------- 300,440 ----------- Principal Market Amount* Value (U.S.$) FOREIGN BONDS (continued) Canada - 1.23% Alcan 6.125% 12/15/33 USD 541,000 $ 572,467 Canadian Government 0.70% 3/20/06 JPY 25,000,000 242,578 #Hollinger 144A 11.875% 3/1/11 USD 45,000 52,650 Hydro Quebec 8.40% 1/15/22 USD 45,000 62,172 #Norske Skog Canada 144A 7.375% 3/1/14 USD 65,000 67,275 Rogers Cablesystems 10.00% 3/15/05 USD 85,000 91,375 Thomson 5.75% 2/1/08 USD 35,000 38,448 ---------- 1,126,965 ---------- Cayman Islands - 1.31% Bluewater Finance 10.25% 2/15/12 USD 70,000 73,150 o#DBS Capital Funding 144A 7.657% 3/31/49 USD 260,000 305,655 #Gemstone Investor 144A 7.71% 10/31/04 USD 15,000 15,038 Mizuho Financial Group 8.375% 12/29/49 USD 125,000 134,512 #Mizuho Financial Group 144A 5.79% 4/15/14 USD 645,000 662,932 ---------- 1,191,287 ---------- Chile - 0.02% Celulosa Arauco 8.625% 8/15/10 USD 15,000 18,332 ---------- 18,332 ---------- Dominican Republic - 0.01% #Federal Republic of Dominican Republic 144A 9.04% 1/23/13 USD 10,000 7,250 ---------- 7,250 ---------- Ecuador - 0.17% ++Republic of Ecuador 7.00% 8/15/30 USD 175,000 156,406 ---------- 156,406 ---------- Finland - 0.53% Finland Government 5.00% 4/25/09 EUR 80,000 106,942 Republic of Finland 5.75% 2/23/11 EUR 270,000 376,758 ---------- 483,700 ---------- France - 1.08% France Government 5.50% 10/25/07 EUR 245,000 329,475 5.50% 4/25/10 EUR 260,000 356,445 France Telecom 9.00% 3/1/11 USD 130,000 159,027 #Rhodia 144A 8.875% 6/1/11 USD 170,000 142,800 ---------- 987,747 ---------- 30 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) FOREIGN BONDS (continued) Germany - 2.72% Deutsche Telekom International Finance 8.75% 6/15/30 USD 383,000 $ 503,939 Deutschland Republic 4.00% 7/4/09 EUR 90,000 115,152 4.125% 7/4/08 EUR 180,000 231,834 4.50% 1/4/13 EUR 400,000 516,708 5.00% 7/4/11 EUR 430,000 576,147 5.25% 1/4/11 EUR 150,000 203,866 6.25% 1/4/30 EUR 100,000 150,698 #Gazprom 144A 9.625% 3/1/13 USD 160,000 184,800 ---------- 2,483,144 ---------- Greece - 0.17% Hellenic Republic 6.30% 1/29/09 EUR 110,000 154,158 ---------- 154,158 ---------- Ireland - 0.08% Smurfit Capital Funding 7.50% 11/20/25 USD 70,000 70,700 ---------- 70,700 ---------- Italy - 0.49% Republic of Italy 3.75% 6/8/05 JPY 7,000,000 70,123 3.80% 3/27/08 JPY 30,000,000 324,765 5.75% 7/25/16 EUR 40,000 55,966 ---------- 450,854 ---------- Luxembourg - 0.59% Tyco International Group 6.375% 2/15/06 USD 95,000 101,191 6.875% 1/15/29 USD 415,000 436,882 ---------- 538,073 ---------- Mexico - 0.60% Pemex Project Funding Master Trust 8.50% 2/15/08 USD 345,000 403,995 9.125% 10/13/10 USD 65,000 79,950 Petroleos Mexicanos 9.50% 9/15/27 USD 15,000 18,750 #Telefonos de Mexico 144A 4.50% 11/19/08 USD 40,000 41,004 ---------- 543,699 ---------- Netherlands - 0.46% Aegon 4.75% 6/1/13 USD 50,000 50,914 Netherlands Government 5.25% 7/15/08 EUR 260,000 349,414 Telefonica Europe 7.35% 9/15/05 USD 15,000 16,193 ---------- 416,521 ---------- Norway - 0.27% Ocean Rig Norway 10.25% 6/1/08 USD 150,000 141,750 Petroleum Geo-Services 8.00% 11/5/06 USD 25,000 25,688 10.00% 11/5/10 USD 72,000 79,020 ---------- 246,458 ---------- Panama - 0.20% Republic of Panama 8.125% 4/28/34 USD 95,000 95,950 8.875% 9/30/27 USD 77,000 83,930 ---------- 179,880 ---------- Principal Market Amount* Value (U.S.$) FOREIGN BONDS (continued) Peru - 0.04% Republic of Peru 8.75% 11/21/33 USD 40,000 $ 40,440 ----------- 40,440 ----------- Philippines - 0.18% Republic of Philippines 8.875% 3/17/15 USD 55,000 54,725 10.625% 3/16/25 USD 100,000 109,375 ----------- 164,100 ----------- Poland - 0.79% Poland Government 5.00% 10/24/13 PLZ 1,950,000 448,170 5.75% 6/24/08 PLZ 600,000 150,878 6.00% 11/24/09 PLZ 320,000 80,480 8.50% 11/12/06 PLZ 150,000 40,763 ----------- 720,291 ----------- Russia -- 0.05% ++Russian Federation 5.00% 3/31/30 USD 45,000 45,180 ----------- 45,180 ----------- Spain - 0.67% Kingdom of Spain 3.10% 9/20/06 JPY 60,000,000 615,541 ----------- 615,541 ----------- Supranational - 0.72% European Investment Bank 3.00% 9/20/06 JPY 25,000,000 255,982 Inter-American Development Bank 1.90% 7/8/09 JPY 40,000,000 405,281 ----------- 661,263 ----------- Sweden - 1.23% #Nordea Bank Sweden 144A 5.25% 11/30/12 USD 55,000 58,254 Stena 9.625% 12/1/12 USD 60,000 68,400 Swedish Government 5.00% 1/28/09 SEK 1,300,000 184,305 5.25% 3/15/11 SEK 1,310,000 188,220 5.50% 10/8/12 SEK 4,300,000 627,071 ----------- 1,126,250 ----------- United Kingdom - 0.60% Avecia Group PLC 11.00% 7/1/09 USD 60,000 51,300 Chippac International 12.75% 8/1/09 USD 140,000 153,300 Royal Bank of Scotland 7.816% 11/29/49 USD 265,000 290,927 Vodafone Group 5.375% 1/30/15 USD 50,000 52,491 ----------- 548,018 ----------- Venezuela - 0.27% Venezuela Government 6.75% 3/31/20 USD 250,000 235,566 #Venezuela Government 144A 10.75% 9/19/13 USD 12,000 12,600 ----------- 248,166 ----------- TOTAL FOREIGN BONDS (cost $14,726,281) 15,049,079 ----------- 31 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount* Value (U.S.$) MUNICIPAL BONDS - 2.72% Allentown, Pennsylvania 3.98% 10/1/11 USD 320,000 $ 319,239 Aruba Airport Authority 7.70% 1/1/13 200,000 234,920 California State 5.00% 2/1/33 5,000 5,005 Forsyth, Montana Pollution Control Revenue (Portland General Project) Series A 5.20% 5/1/33 20,000 21,500 Hoboken, New Jersey General Obligation Taxable Series B 4.26% 2/1/10 60,000 61,803 5.33% 2/1/18 65,000 68,464 Hoboken, New Jersey Refunding Taxable Pension 6.50% 4/1/26 25,000 27,834 Illinois State Taxable Pension 5.10% 6/1/33 135,000 130,437 Industry Urban Development Agency 4.50% 5/1/10 195,000 200,411 LA Quinta Redevelopment Agency Tax Allocation 5.45% 9/1/13 15,000 15,785 6.24% 9/1/23 10,000 10,726 Long Island, New York Power Authority Series A 5.00% 6/1/08 5,000 5,466 Los Angeles, California Community Redevelopment 5.60% 7/1/18 80,000 83,090 Manchester New Hampshire Taxable 5.375% 12/1/11 110,000 119,979 Metropolitan Washington District of Columbia Airport Authority 4.62% 10/1/10 15,000 15,725 New Jersey Economic Development Authority Special Facility Revenue (Continental Airlines Project) 6.25% 9/15/29 (AMT) 15,000 12,068 Sacramento County Public Finance Authority Series B 3.82% 12/1/08 115,000 117,692 5.18% 12/1/13 105,000 108,715 State of Oregon 5.892% 6/1/27 65,000 70,463 West Virginia Economic Development Authority 5.37% 7/1/20 590,000 618,231 6.07% 7/1/26 45,000 47,327 Wisconsin State General Revenue 5.70% 5/1/26 175,000 184,986 --------- TOTAL MUNICIPAL BONDS (cost $2,399,815) 2,479,866 --------- U.S. TREASURY OBLIGATIONS - 9.86% U.S. Treasury Bond 6.00% 2/15/26 832,000 964,860 U.S. Treasury Inflation Index Bonds 3.375% 4/15/32 208,644 276,788 U.S. Treasury Inflation Index Notes ^1.875% 7/15/13 151,230 157,604 2.00% 1/15/14 375,806 394,450 3.375% 1/15/07 555,156 611,995 Principal Market Amount* Value (U.S.$) U.S. TREASURY OBLIGATIONS (continued) U.S. Treasury Notes 1.625% 2/28/06 USD 35,000 $ 35,066 2.25% 2/15/07 240,000 242,119 2.625% 11/15/06 290,000 295,800 3.00% 2/15/09 220,000 222,458 3.25% 1/15/09 120,000 122,780 5.00% 8/15/11 850,000 936,893 6.125% 8/15/07 4,195,000 4,735,764 ---------- TOTAL U.S. TREASURY OBLIGATIONS (cost $8,943,597) 8,996,577 ---------- Number of Shares PREFERRED STOCK - 0.43% Alamosa Delaware 7.50% 15 7,069 Cablevision Systems 11.75% 1,340 140,565 #Centaur Funding 144A 9.08% 55 71,913 +Host Marriott Class B 10.00% 225 5,807 Nexen 7.35% 5,200 139,932 TNP Enterprises PIK 14.50% 21 24,507 ---------- TOTAL PREFERRED STOCK (cost $381,770) 389,793 ---------- Principal Amount REPURCHASE AGREEMENTS - 12.13% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $5,457,951 collateralized by $1,461,800 U.S. Treasury Bills due 4/8/04, market value $1,461,512, $468,000 U.S. Treasury Bills due 6/17/04, market value $467,081, $1,521,000 U.S. Treasury Bills due 8/5/04, market value $1,516,054, $390,800 U.S. Treasury Bills due 8/19/04, market value $389,314, $944,200 U.S. Treasury Bills due 9/9/04, market value $940,054, $786,000 U.S. Treasury Notes 1.75% due 12/31/04, market value $793,351) USD 5,457,800 5,457,800 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $5,616,355 collateralized by $376,800 U.S. Treasury Notes 6.50% due 5/15/05, market value $408,043, $1,170,000 U.S. Treasury Notes 9.375% due 2/15/06, market value $1,352,701, $1,170,000 U.S. Treasury Notes 7.00% due 7/15/06, market value $1,324,979, $1,170,000 U.S. Treasury Notes 5.50% due 2/15/08, market value $1,312,544, $1,170,000 U.S. Treasury Notes 5.625% due 5/15/08, market value $1,337,586) 5,616,200 5,616,200 ---------- TOTAL REPURCHASE AGREEMENTS (cost $11,074,000) 11,074,000 ---------- 32 STATEMENTS OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) TOTAL MARKET VALUE OF SECURITIES - 109.28% (cost $98,857,580) $99,737,065 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (9.28%) (8,467,499) ----------- NET ASSETS APPLICABLE TO 10,159,408 SHARES OUTSTANDING - 100.00% $91,269,566 =========== Net Asset Value - Optimum Fixed Income Fund Class A ($12,049,068 / 1,342,500 Shares) $8.98 ----- Net Asset Value - Optimum Fixed Income Fund Class B ($4,296,049 / 478,002 Shares) $8.99 ----- Net Asset Value -- Optimum Fixed Income Fund Class C ($52,648,320 / 5,856,302 Shares) $8.99 ----- Net Asset Value - Optimum Fixed Income Fund Institutional Class ($22,276,129 / 2,482,604 Shares) $8.97 ----- COMPONENTS OF NET ASSETS AT MARCH 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $89,510,974 Undistributed net investment income** 206,252 Accumulated net realized gain on investments 650,676 Net unrealized appreciation of investments and foreign currencies 901,664 ----------- Total net assets $91,269,566 =========== *Principal amount is stated in the currency in which each bond is denominated. **Undistributed net investment income includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. #Securities exempt from registration under Rule 144A of the Securities Act of 1933. See Note #10 in "Notes to Financial Statements." +Non-income producing security. Security currently in default. ++Step coupon bond. +++Securities have been classified by country of origin. Classification by type of business has been presented in Note #12 to the Financial Statements. ^Fully or partially pledged as collateral for financial futures contracts. oVariable Rate Notes - the interest rate shown is the rate as of March 31, 2004. SUMMARY OF ABBREVIATIONS: AUD - Australian Dollar EUR - European Monetary Unit JPY - Japanese Yen PLZ - Polish Zloty SEK - Swedish Krona USD - U.S. Dollar SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts AMT - Subject to Alternative Minimum Tax GNMA - Government National Mortgage Association PIK - Pay-in-kind REIT - Real Estate Investment Trust SLMA - Student Loan Marketing Association NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM FIXED INCOME FUND Net asset value Class A (A) $8.98 Sales charge (4.50% of offering price, or 4.68% of amount invested per share) (B) 0.42 ----- Offering price $9.40 ===== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $100,000 or more. See accompanying notes 33 STATEMENTS OPTIMUM INTERNATIONAL FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value (U.S.$) COMMON STOCK - 93.64%** Australia - 7.00% Amcor 49,408 $ 301,764 Coles Myer 34,278 212,497 Foster's Group 108,898 364,977 National Australia Bank 18,969 448,938 Orica 4,240 46,225 Telstra 68,722 238,195 The News Corporation 12,267 441,367 ---------- 2,053,963 ---------- Austria - 0.98% Erste Bank der Oestereichischen Sparkassen 1,919 287,236 ---------- 287,236 ---------- Belgium - 0.62% Electrabel 561 182,694 ---------- 182,694 ---------- Bermuda - 1.26% Tyco International 12,954 371,132 ---------- 371,132 ---------- Brazil - 1.64% Cia de Bebidas das Americas ADR 7,164 143,280 Cia Vale do Rio Doce ADR 3,403 186,825 Unibanco de Bancos Brasileiros GDR 6,158 150,686 ---------- 480,791 ---------- Finland - 0.56% UPM-Kymmene 9,000 164,795 ---------- 164,795 ---------- France - 4.57% Compagnie de Saint Gobain 5,568 281,296 +JC Decaux 8,961 200,311 Societe Generale - Class A 3,273 279,542 Total Fina Elf 3,164 580,903 ---------- 1,342,052 ---------- Germany - 4.61% Bayer 10,504 257,522 +Bayerische Hypo-und Vereinsbank 5,966 117,159 Bayerische Motoren Werke 7,117 291,245 RWE 8,816 395,440 SAP 1,862 292,891 ---------- 1,354,257 ---------- Hong Kong - 5.25% ASM Pacific Technology 31,500 140,295 Cathay Pacific Airways 70,000 142,855 CNOOC ADR 5,360 230,479 Esprit Holdings 49,000 205,657 Hong Kong & China Gas 52,000 89,769 Hong Kong Electric 42,500 187,105 Shangri-La Asia 204,246 203,169 Sun Hung Kai Properties 16,000 146,321 Wharf Holdings 65,000 195,223 ---------- 1,540,873 ---------- Hungary - 0.50% +#OPT Bank GDR 144A 3,869 146,731 ---------- 146,731 ---------- Number of Market Shares Value (U.S.$) COMMON STOCK** (continued) India - 0.81% ICICI Bank ADR 14,873 $ 237,224 ---------- 237,224 ---------- Italy - 1.23% Banca Intesa 109,461 361,850 ---------- 361,850 ---------- Japan - 19.90% Canon 10,000 518,096 Daiwa Securities 18,000 147,066 Eisai 8,000 216,850 Hitachi 35,000 271,495 Ito-Yokado 3,000 136,685 Keyence Corporation 600 146,258 Matsushita Electric Industrial 19,000 293,670 Millea Holdings 11 171,289 Mitsubishi Tokyo Financial 30 297,015 Murata Manufacturing 4,800 304,974 Nissan Motor 38,000 425,531 Sharp 21,000 375,249 Sony 10,400 435,854 Takeda Chemical Industries 9,300 414,783 THK 10,700 211,357 Toyota Motor 8,700 324,468 UFJ Holdings 47 299,072 West Japan Railway 27 108,223 Yamada Denki 7,600 297,323 Yamaha 15,700 293,521 Yamato Transport 9,000 151,218 ---------- 5,839,997 ---------- Netherlands - 4.06% ING Groep 15,881 348,949 Koninklijke Philips Electronics 7,509 217,130 Reed Elsevier 20,167 266,172 Royal Dutch Petroleum 7,564 359,267 ---------- 1,191,518 ---------- New Zealand - 1.20% Telecom Corporation of New Zealand 91,416 353,598 ---------- 353,598 ---------- Norway - 0.85% +Golar LNG 16,400 249,015 ---------- 249,015 ---------- Republic of Korea - 3.60% +Kookmin Bank 4,420 179,275 POSCO ADR 6,000 212,340 Samsung Electronics 1,330 663,579 ---------- 1,055,194 ---------- Russia - 0.89% Mobile Telesystems ADR 1,978 260,107 ---------- 260,107 ---------- Singapore - 1.01% Jardine Matheson 4,400 47,960 Oversea-Chinese Banking 34,000 249,485 ---------- 297,445 ---------- 34 STATEMENTS OPTIMUM INTERNATIONAL FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value (U.S.$) COMMON STOCK** (continued) South Africa - 0.72% Sasol 13,639 $ 212,078 ---------- 212,078 ---------- Spain - 5.80% Banco Santander Central Hispanoamericano 23,414 254,645 Iberdrola 16,107 332,537 +Sogecable 14,859 622,857 Telefonica 32,508 491,774 ---------- 1,701,813 ---------- Switzerland - 5.68% Roche Holding 6,741 658,482 Syngenta 3,056 222,895 Synthes-Stratec 194 198,923 UBS 7,881 585,391 ---------- 1,665,691 ---------- Taiwan - 0.69% AU Optronics ADR 9,637 201,413 ---------- 201,413 ---------- United Kingdom - 18.46% Aviva 12,471 121,246 BG Group 52,841 316,106 BOC Group 4,362 72,070 Boots 27,642 314,971 BP Amoco 37,386 313,317 Brambles Industries 46,766 184,575 British Sky Broadcasting 16,437 205,268 EMI Group 128,326 655,058 GKN 29,646 131,581 GlaxoSmithKline 23,290 457,142 GUS 18,072 248,604 HBOS 28,606 388,781 HSBC Holdings 41,500 617,031 Intercontinental Hotels Group 22,235 202,893 Lloyds TSB Group 44,754 340,108 Mitchells & Butlers 26,304 126,054 Reed Elsevier 50,043 442,843 Rio Tinto 11,372 280,687 ---------- 5,418,335 ---------- United States - 1.75% +NTL 6,327 376,140 +Wynn Resorts 3,930 137,550 ---------- 513,690 ---------- TOTAL COMMON STOCK (cost $25,117,005) 27,483,492 ---------- RIGHTS - 0.02% Bayerische Hypo 5,966 5,352 ---------- TOTAL RIGHTS (cost $0) 5,352 ---------- Principal Market Amount* Value (U.S.$) REPURCHASE AGREEMENTS - 6.84% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $989,027 collateralized by $265,000 U.S. Treasury Bills due 4/8/04, market value $264,878, $85,000 U.S. Treasury Bills due 6/17/04, market value $84,652, $276,000 U.S. Treasury Bills due 8/5/04, market value $274,763, $71,000 U.S. Treasury Bills due 8/19/04, market value $70,557, $171,000 U.S. Treasury Bills due 9/9/04, market value $170,371, $142,000 U.S. Treasury Notes 1.75% due 12/31/04, market value $143,783) $ 989,000 $ 989,000 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $1,018,028 collateralized by $68,000 U.S. Treasury Notes 6.50% due 5/15/05, market value $73,952, $212,000 U.S. Treasury Notes 9.375% due 2/15/06, market value $245,157, $212,000 U.S. Treasury Notes 7.00% due 7/15/06, market value $240,133, $212,000 U.S. Treasury Notes 5.50% due 2/15/08, market value $237,879, $212,000 U.S. Treasury Notes 5.625% due 5/15/08, market value $242,418) 1,018,000 1,018,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $2,007,000) 2,007,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 100.50% (cost $27,124,005) 29,495,844 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (0.50%) (147,362) ----------- NET ASSETS APPLICABLE TO 2,756,147 SHARES OUTSTANDING - 100.00% $29,348,482 =========== 35 STATEMENTS OPTIMUM INTERNATIONAL FUND OF NET ASSETS (CONTINUED) Net Asset Value -- Optimum International Fund Class A ($4,082,810 / 382,818 Shares) $10.67 ------ Net Asset Value -- Optimum International Fund Class B ($1,623,932 / 152,952 Shares) $10.62 ------ Net Asset Value -- Optimum International Fund Class C ($14,339,396 / 1,349,942 Shares) $10.62 ------ Net Asset Value -- Optimum International Fund Institutional Class ($9,302,344 / 870,435 Shares) $10.69 ------ Components of Net Assets at March 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $26,661,384 Accumulated net investment loss* (32,242) Accumulated net realized gain on investments 364,919 Net unrealized appreciation of investments and foreign currencies 2,354,421 ----------- Total net assets $29,348,482 =========== *Accumulated net investment loss includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. **Securities have been classified by country of origin. Classification by type of business has been presented in Note #12 to the Financial Statements. +Non-income producing security for the period ended March 31, 2004. #Securities exempt from registration under Rule 144A of the Securities Act of 1933. See Note #10 in "Notes to Financial Statements." SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts GDR - Global Depositary Receipts NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM INTERNATIONAL FUND Net asset value Class A (A) $10.67 Sales charge (5.75% of offering price, or 6.09% of the amount invested per share) (B) 0.65 ------ Offering price $11.32 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon the redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 36 STATEMENTS OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value (U.S.$) COMMON STOCK - 95.70% Aerospace & Defense - 0.49% Honeywell International 10,042 $ 339,922 ----------- 339,922 ----------- Automobiles & Automotive Parts - 0.52% Danaher 3,900 364,143 ----------- 364,143 ----------- Banking & Finance - 17.48% American Express 7,600 394,060 Charles Schwab 9,200 106,812 Citigroup 54,882 2,837,398 Countrywide Financial 10,744 1,030,350 Credit Suisse Group (Switzerland) 7,540 261,283 Fannie Mae 18,070 1,343,505 Freddie Mac 3,300 194,898 Goldman Sachs Group 4,665 486,793 J.P. Morgan Chase 19,856 832,959 MBNA 3,600 99,468 Mellon Financial 9,200 287,868 Merrill Lynch 22,059 1,313,834 Morgan Stanley 3,800 217,740 Northern Trust 5,500 256,245 SLM 37,195 1,556,611 State Street 9,560 498,363 UBS AG (Switzerland) 2,000 148,557 U.S. Bancorp 11,000 304,150 ----------- 12,170,894 ----------- Buildings & Materials - 0.83% Lennar 5,956 321,802 M.D.C. Holdings 3,647 256,749 ----------- 578,551 ----------- Business Services - 1.97% +Accenture Limited Class A 14,300 354,640 Adecco (Switzerland) 2,920 161,345 +Apollo Group Class A 5,180 446,050 Cendant 16,700 407,313 ----------- 1,369,348 ----------- Cable, Media & Publishing - 5.88% British Sky Broadcasting (United Kingdom) 15,600 194,816 Clear Channel Communications 7,850 332,448 +Comcast Special Class A 36,108 1,006,690 Disney (Walt) 17,603 439,898 +EchoStar Communications Class A 11,700 383,175 +Liberty Media Class A 24,800 271,560 News Corporation Limited Preferred ADR 8,600 272,706 Scripps (E.W.) 2,660 268,953 +Sogecable (Spain) 3,200 134,137 +Time Warner 7,700 129,822 +Univision Communications Class A 9,750 321,848 Viacom Class B 8,600 337,206 ----------- 4,093,259 ----------- Computers & Technology - 8.74% Adobe Systems 7,050 277,982 +Affiliated Computer Services Class A 9,100 472,290 Automatic Data Processing 6,238 261,996 +Dell 36,290 1,220,070 +Electronic Arts 16,338 881,599 First Data 8,100 341,496 +Fiserv 8,700 311,199 Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Computers & Technology (continued) +Intuit 6,350 $ 284,988 +Mercury Interactive 4,400 197,120 Microsoft 43,100 1,076,207 +Research In Motion 2,000 186,620 SAP AG (Germany) 1,600 251,679 +SunGard Data Systems 4,900 134,260 +Synopsys 1,800 52,128 +Veritas Software 5,000 134,550 ----------- 6,084,184 ----------- Consumer Products - 3.25% Gillette 3,150 123,165 Procter & Gamble 10,602 1,111,937 Tyco International 35,890 1,028,249 ----------- 2,263,351 ----------- Electronics & Electrical Equipment - 4.70% +Agilent Technologies 7,703 243,646 General Electric 59,872 1,827,293 Samsung Electronics (Republic of Korea) 1,870 933,002 Sharp (Japan) 15,000 268,035 ----------- 3,271,976 ----------- Energy - 1.91% Baker Hughes 10,500 383,040 ChevronTexaco 3,150 276,507 Exxon Mobil 8,000 332,720 Schlumberger 5,300 338,405 ----------- 1,330,672 ----------- Farming & Agricultural - 0.57% Altria Group 4,700 255,915 Monsanto 3,772 138,319 ----------- 394,234 ----------- Food, Beverage & Tobacco - 2.45% Coca-Cola 6,750 339,525 Compass Group (United Kingdom) 39,000 257,497 PepsiCo 14,527 782,278 Sysco 5,700 222,585 Unilever (United Kingdom) 10,100 100,051 ----------- 1,701,936 ----------- Healthcare & Pharmaceuticals - 17.38% +Amgen 7,680 446,746 Biomet 3,450 132,342 +Boston Scientific 24,460 1,036,615 Cardinal Health 2,100 144,690 +Forest Laboratories 16,101 1,153,154 +Genentech 15,135 1,601,586 +Gilead Sciences 4,330 241,484 Guidant 2,000 126,740 Johnson & Johnson 7,200 365,184 Lilly (Eli) 6,173 412,974 Medtronic 18,360 876,690 Pfizer 23,500 823,675 +St. Jude Medical 3,717 267,996 UnitedHealth Group 43,010 2,771,563 +Wellpoint Health Networks 4,900 557,228 Wyeth 3,700 138,935 +Zimmer Holdings 13,517 997,284 ----------- 12,094,886 ----------- 37 STATEMENTS OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Industrial Machinery - 1.61% Caterpillar 14,157 $ 1,119,394 ----------- 1,119,394 ----------- Insurance - 2.19% ACE Limited 5,000 213,300 American International Group 11,000 784,850 Hartford Financial Services 4,650 296,205 Travelers Property Casualty Class A 13,350 228,953 ----------- 1,523,308 ----------- Internet Services - 1.39% +eBay 4,770 330,704 +InterActiveCorp 8,500 268,515 +Yahoo 7,550 366,855 ----------- 966,074 ----------- Leisure, Lodging & Entertainment - 4.09% Carnival 7,050 316,616 Four Seasons Hotels 5,574 295,979 Harley-Davidson 5,600 298,704 International Game Technology 10,250 460,840 Mandalay Resort Group 12,117 693,820 +MGM Mirage 3,750 170,025 Royal Caribbean Cruises 3,403 150,072 +Wynn Resorts 13,113 458,955 ----------- 2,845,011 ----------- Metals & Mining - 0.77% Nucor 5,050 310,474 Rio Tinto (United Kingdom) 9,100 224,609 ----------- 535,083 ----------- Retail - 7.71% Best Buy 7,300 377,556 Family Dollar Stores 4,300 154,585 Home Depot 11,750 438,980 Inditex (Spain) 3,400 78,551 Kingfisher (United Kingdom) 30,200 160,543 +Kohl's 2,850 137,741 Lowe's 18,108 1,016,403 +Starbucks 4,000 151,000 Target 13,900 626,056 Tiffany 21,832 833,327 Wal-Mart de Mexico ADR 3,800 116,007 Wal-Mart de Mexico Series V (Mexico) 14,700 44,876 Wal-Mart Stores 16,077 959,636 Walgreen 8,300 273,485 ----------- 5,368,746 ----------- Technology/Semiconductors - 2.73% Analog Devices 3,600 172,836 +Applied Materials 10,950 234,111 Intel 12,900 350,880 Maxim Integrated Products 12,674 596,818 +QLogic 4,700 155,147 +Semiconductor Manufacturing International ADR 700 10,570 STMicrolectronics (France) 9,000 212,133 +Xilinx 4,400 167,200 ----------- 1,899,695 ----------- Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Telecommunications - 5.74% +Cisco Systems 21,100 $ 496,272 +Corning 13,400 149,812 +Crown Castle International 14,900 188,187 +Juniper Networks 3,500 91,035 Motorola 13,117 230,859 +Nextel Communications Class A 26,272 649,707 Qualcomm 24,316 1,615,068 Vodafone Group (United Kingdom) 143,800 340,925 Vodafone Group ADR 9,850 235,415 ---------- 3,997,280 ---------- Textiles, Apparel & Furniture - 1.46% Hermes International (France) 895 182,578 Nike 10,717 834,532 ---------- 1,017,110 ---------- Transportation & Shipping - 1.84% FedEx 13,467 1,012,179 United Parcel Service Class B 3,890 271,678 ---------- 1,283,857 ---------- TOTAL COMMON STOCK (cost $63,739,200) 66,612,914 ---------- Principal Amount REPURCHASE AGREEMENTS - 3.94% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $1,350,938 collateralized by $361,800 U.S. Treasury Bills due 4/8/04, market value $361,749, $115,800 U.S. Treasury Bills due 6/17/04, market value $115,610, $376,500 U.S. Treasury Bills due 8/5/04, market value $375,249, $96,700 U.S. Treasury Bills due 8/19/04, market value $96,362, $233,700 U.S. Treasury Bills due 9/9/04, market value $232,679, $194,500 U.S. Treasury Notes 1.75% due 12/31/04, market value $196,368) $1,350,900 1,350,900 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $1,390,238 collateralized by $93,300 U.S. Treasury Notes 6.50% due 5/15/05, market value $100,998, $289,600 U.S. Treasury Notes 9.375% due 2/15/06, market value $334,816, $289,600 U.S. Treasury Notes 7.00% due 7/15/06, market value $327,955, $289,600 U.S. Treasury Notes 5.50% due 2/15/08, market value $324,877, $289,600 U.S. Treasury Notes 5.625% due 5/15/08, market value $331,075) 1,390,100 1,390,100 ---------- TOTAL REPURCHASE AGREEMENTS (cost $2,741,000) 2,741,000 ---------- 38 STATEMENTS OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS (CONTINUED) TOTAL MARKET VALUE OF SECURITIES - 99.64% (cost $66,480,200) $69,353,914 RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.36% 251,179 ----------- NET ASSETS APPLICABLE TO 7,287,490 SHARES OUTSTANDING - 100.00% $69,605,093 =========== Net Asset Value - Optimum Large Cap Growth Fund Class A ($9,336,828/975,984 Shares) $9.57 ----- Net Asset Value - Optimum Large Cap Growth Fund Class B ($3,568,643/374,535 Shares) $9.53 ----- Net Asset Value -- Optimum Large Cap Growth Fund Class C ($35,142,851/3,688,894 Shares) $9.53 ----- Net Asset Value - Optimum Large Cap Growth Fund Institutional Class ($21,556,771 / 2,248,077 Shares) $9.59 ----- COMPONENTS OF NET ASSETS AT MARCH 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $67,114,280 Accumulated net investment loss* (10,943) Accumulated net realized loss on investments (371,952) Net unrealized appreciation of investments and foreign currencies 2,873,708 ----------- Total net assets $69,605,093 =========== +Non-income producing security for the period ended March 31, 2004. *Net operating loss includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. SUMMARY OF ABBREVIATIONS ADR - American Depositary Receipts NET ASSET VALUE AND OFFERING PRICE PER SHARE -- OPTIMUM LARGE CAP GROWTH FUND Net asset value Class A (A) $ 9.57 Sales charge (5.75% of offering price, or 6.06% of the amount invested per share) (B) 0.58 ------ Offering price $10.15 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon the redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 39 STATEMENTS OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value (U.S.$) COMMON STOCK - 95.70% Aerospace & Defense - 1.86% Lockheed Martin 11,560 $ 527,598 Northrop Grumman 7,200 708,624 ----------- 1,236,222 ----------- Automobiles & Automotive Parts - 1.48% Honda Motor ADR 24,320 562,765 Magna International Class A 5,340 422,928 ----------- 985,693 ----------- Banking & Finance - 19.15% American Express 7,030 364,506 Bank of America 14,110 1,142,628 Bank One 18,290 997,171 Citigroup 42,210 2,182,256 Edwards (A.G.) 4,540 177,605 Fannie Mae 15,720 1,168,781 FleetBoston Financial 20,760 932,124 Freddie Mac 7,810 461,259 Goldman Sachs Group 6,660 694,971 Janus Capital Group 2,620 42,916 J.P. Morgan Chase 14,210 596,110 Lehman Brothers Holdings 5,490 454,956 Mellon Financial 18,960 593,258 Merrill Lynch 17,750 1,057,190 PNC Financial Services Group 13,400 742,628 SouthTrust 4,810 159,500 SunTrust Banks 10,170 708,951 Wachovia 5,220 245,340 ----------- 12,722,150 ----------- Business Services - 0.97% +Accenture Limited Class A 7,700 190,960 Equifax 17,580 453,916 ----------- 644,876 ----------- Cable, Media & Publishing - 7.16% Clear Channel Communications 13,640 577,654 +Comcast Special Class A 17,230 480,372 +Cox Communications Class A 6,030 190,548 Disney (Walt) 26,560 663,734 +Interpublic Group 15,000 230,700 Reed Elsevier (United Kingdom) 42,340 374,677 +Time Warner 67,870 1,144,289 Tribune 8,550 431,262 Viacom Class B 16,820 659,512 ----------- 4,752,748 ----------- Chemicals - 4.14% Air Products & Chemicals 7,170 359,360 Bayer ADR 25,400 619,760 Dow Chemical 15,520 625,145 duPont (E.I.) deNemours 5,530 233,477 PPG Industries 7,530 438,999 Praxair 2,810 104,307 Syngenta (Switzerland) 5,070 369,790 ----------- 2,750,838 ----------- Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Computers & Technology - 3.88% Automatic Data Processing 6,780 $ 284,760 Computer Associates International 6,040 162,234 First Data 7,930 334,329 Hewlett-Packard 18,350 419,114 International Business Machines 8,680 797,172 Microsoft 23,230 580,053 ---------- 2,577,662 ---------- Consumer Products - 1.90% Kimberly-Clark 19,980 1,260,738 ---------- 1,260,738 ---------- Electronics & Electrical Equipment - 1.08% Emerson Electric 6,520 390,678 Parker Hannifin 5,820 328,830 ---------- 719,508 ---------- Energy - 11.33% BP ADR 31,620 1,618,943 ChevronTexaco 2,850 250,173 ConocoPhillips 16,290 1,137,205 Devon Energy 2,160 125,604 EOG Resources 3,450 158,321 Exxon Mobil 28,040 1,166,184 GlobalSantaFe 2,770 76,923 National Fuel Gas 3,780 92,988 +Noble 7,140 274,319 Royal Dutch Petroleum 10,950 521,001 Schlumberger 16,290 1,040,117 Total ADR 3,000 276,000 Unocal 11,630 433,566 Valero Energy 5,850 350,766 ---------- 7,522,110 ---------- Farming & Agricultural - 1.22% Archer-Daniels-Midland 30,330 511,667 Monsanto 8,230 301,794 ---------- 813,461 ---------- Food, Beverage & Tobacco - 5.25% Altria Group 18,870 1,027,471 Cadbury Schweppes 9,110 292,887 Diageo (United Kingdom) 11,410 148,781 Heinz (H.J.) 8,610 321,067 Kellogg 14,550 570,941 Kraft Foods Class A 7,170 229,512 Nestle ADR 3,620 230,742 PepsiCo 8,280 445,878 Sara Lee 6,950 151,927 Tyson Foods Class A 3,850 69,493 ---------- 3,488,699 ---------- 40 STATEMENTS OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Healthcare & Pharmaceuticals - 8.67% Abbott Laboratories 9,930 $ 408,123 AstraZeneca ADR 6,060 283,184 Bard (C.R.) 670 65,419 Bausch & Lomb 8,440 506,147 Baxter International 3,370 104,099 Bristol-Myers Squibb 39,670 961,204 Guidant 550 34,854 Johnson & Johnson 14,650 743,048 Lilly (Eli) 2,350 157,215 Merck 3,500 154,665 Novartis (Switzerland) 6,460 274,340 Pfizer 8,350 292,668 Roche Holding (Switzerland) 3,450 337,007 Roche Holding ADR 5,410 528,466 Schering-Plough 26,310 426,748 +Tenet Healthcare 11,950 133,362 Wyeth 9,280 348,464 ---------- 5,759,013 ---------- Industrial - 1.16% Cooper Industries 1,800 102,924 Deere 3,515 243,625 Finning International (Canada) 840 18,983 Ingersoll-Rand Class A 4,600 311,189 Textron 1,740 92,481 ---------- 769,202 ---------- Insurance - 7.82% AFLAC 3,070 123,230 Allstate 8,970 407,776 Chubb 14,380 999,984 Cigna 5,350 315,757 Hartford Financial Services 15,090 961,233 Marsh & McLennan 1,760 81,488 MetLife 25,260 901,277 Prudential Financial 10,560 472,877 Travelers Property Casualty Class A 54,150 928,673 ---------- 5,192,295 ---------- Leisure, Lodging & Entertainment - 1.40% Hilton Hotels 29,440 478,400 Starwood Hotels & Resorts Worldwide 11,080 448,740 ---------- 927,140 ---------- Metals & Mining - 1.10% Newmont Mining 6,650 310,090 +Phelps Dodge 5,140 419,732 ---------- 729,822 ---------- Packaging & Containers - 0.21% +Smurfit-Stone Container 7,940 139,665 ---------- 139,665 ---------- Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Paper & Forest Products - 1.34% Bowater 3,100 $ 135,253 International Paper 10,360 437,814 Temple-Inland 5,000 316,700 ---------- 889,767 ---------- Retail - 2.23% +Kohl's 5,310 256,632 McDonald's 16,080 459,406 Sears, Roebuck 1,790 76,898 Target 5,690 256,278 TJX 3,200 78,592 Wal-Mart Stores 5,890 351,574 ---------- 1,479,380 ---------- Semiconductors - 0.40% Intel 6,490 176,528 +Novellus Systems 2,760 87,740 ---------- 264,268 ---------- Telecommunications - 5.57% +AT&T Wireless Services 12,670 172,439 Motorola 9,890 174,064 Nokia ADR 19,780 401,138 SBC Communications 29,080 713,623 Sprint - FON Group 41,170 758,763 Verizon Communications 34,400 1,256,976 Vodafone Group (United Kingdom) 92,790 219,989 ---------- 3,696,992 ---------- Transportation & Shipping - 2.09% Burlington Northern Santa Fe 4,050 127,575 Norfolk Southern 22,850 504,757 Union Pacific 12,590 753,133 ---------- 1,385,465 ---------- Utilities - 4.29% CINergy 5,690 232,664 Consolidated Edison 4,500 198,450 Dominion Resources 2,160 138,888 Edison International 9,530 231,484 Energy East 7,520 190,707 Entergy 9,190 546,805 Exelon 4,550 313,359 FirstEnergy 8,830 345,076 KeySpan 3,360 128,419 NSTAR 2,190 111,077 PPL 3,310 150,936 TXU 9,160 262,526 ---------- 2,850,391 ---------- TOTAL COMMON STOCK (cost $61,229,378) 63,558,105 ---------- 41 STATEMENTS OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS (CONTINUED) March 31, 2004 Principal Market Amount Value (U.S.$) REPURCHASE AGREEMENTS - 7.56% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $2,476,069 collateralized by $663,000 U.S. Treasury Bills due 4/8/04, market value $662,920, $212,000 U.S. Treasury Bills due 6/17/04, market value $211,861, $690,000 U.S. Treasury Bills due 8/5/04, market value $687,659, $177,000 U.S. Treasury Bills due 8/19/04, market value $176,587, $428,000 U.S. Treasury Bills due 9/9/04, market value $426,394, $356,000 U.S. Treasury Notes 1.75% due 12/31/04, market value $359,852) $2,476,000 $2,476,000 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $2,547,070 collateralized by $171,000 U.S. Treasury Notes 6.50% due 5/15/05, market value $185,082, $531,000 U.S. Treasury Notes 9.375% due 2/15/06, market value $613,565, $531,000 U.S. Treasury Notes 7.00% due 7/15/06, market value $600,991, $531,000 U.S. Treasury Notes 5.50% due 2/15/08, market value $595,350, $531,000 U.S. Treasury Notes 5.625% due 5/15/08, market value $606,709) 2,547,000 2,547,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $5,023,000) 5,023,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 103.26% (cost $66,252,378) 68,581,105 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (3.26%) (2,163,005) ----------- NET ASSETS APPLICABLE TO 6,763,752 SHARES OUTSTANDING - 100.00% $66,418,100 =========== Net Asset Value - Optimum Large Cap Value Fund Class A ($9,114,965 / 927,469 Shares) $9.83 ----- Net Asset Value - Optimum Large Cap Value Fund Class B ($3,609,360 / 367,833 Shares) $9.81 ----- Net Asset Value - Optimum Large Cap Value Fund Class C ($35,732,094 / 3,642,912 Shares) $9.81 ----- Net Asset Value - Optimum Large Cap Value Fund Institutional Class ($17,961,681 / 1,825,538 Shares) $9.84 ----- COMPONENTS OF NET ASSETS AT MARCH 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $63,423,652 Undistributed net investment income* 27,884 Accumulated net realized gain on investments 637,779 Net unrealized appreciation of investments and foreign currencies 2,328,785 ----------- Total net assets $66,418,100 =========== +Non-income producing security for the period ended March 31, 2004. *Undistributed net investment income includes net realized gains (losses) on foreign currencies. Net realized gains (losses) on foreign currencies are treated as net investment income in accordance with provisions of the Internal Revenue Code. SUMMARY OF ABBREVIATIONS ADR - American Depositary Receipts NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM LARGE CAP VALUE FUND Net asset value Class A (A) $9.83 Sales charge (5.75% of offering price, or 6.10% of the amount invested per share) (B) 0.60 ------ Offering price $10.43 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon the redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 42 STATEMENTS OPTIMUM SMALL CAP GROWTH FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value COMMON STOCK - 87.88% Banking & Finance - 3.70% *AmeriCredit 22,500 $ 383,175 TCF Financial 4,200 214,494 *World Acceptance 8,500 165,835 ---------- 763,504 ---------- Biotechnology - 2.53% *Enzon Pharmaceuticals 13,700 211,391 *Nektar Therapeutics 14,400 310,752 ---------- 522,143 ---------- Business Services - 3.22% Central Parking 22,000 441,760 *Coinstar 14,000 222,180 ---------- 663,940 ---------- Cable, Media & Publishing - 3.11% *Mediacom Communications 13,600 109,072 *Salem Communications Class A 5,600 153,328 *Spanish Broadcasting System Class A 36,400 380,380 ---------- 642,780 ---------- Chemicals - 0.75% *Scotts 2,400 153,960 ---------- 153,960 ---------- Consumer Durable/Cyclical - 2.03% *Aviall 17,000 258,400 Herman Miller 6,000 159,780 ---------- 418,180 ---------- Electronics & Electrical Equipment - 2.34% CTS 37,000 482,480 ---------- 482,480 ---------- Energy - 9.44% Equitable Resources 14,000 621,880 *FMC Technologies 11,000 297,330 *Newpark Resources 37,000 192,400 *Quicksilver Resources 9,900 383,724 Western Gas Resources 8,900 452,565 ---------- 1,947,899 ---------- Environmental Services - 0.74% *Cuno 3,400 152,592 ---------- 152,592 ---------- Healthcare & Pharmaceuticals - 8.66% *BioVeris 9,900 117,315 *CTI Molecular Imaging 21,600 315,144 Diagnostic Products 8,000 346,400 *Edwards Lifesciences 6,000 191,700 *First Health Group 25,100 548,686 *Lincare Holdings 3,500 109,970 *Techne 3,900 159,159 ---------- 1,788,374 ---------- Industrial - Others - 3.44% *ESCO Technologies 9,000 415,080 Pentair 5,000 295,000 ---------- 710,080 ---------- Industrial Machinery - 1.47% *UNOVA 14,000 302,540 ---------- 302,540 ---------- Number of Market Shares Value COMMON STOCK - (continued) Insurance - 4.20% HCC Insurance Holdings 18,700 $ 604,571 *Markel 500 143,950 *United National Group Class A 7,000 118,720 ---------- 867,241 ---------- Internet Services - 5.60% *answerthink 42,800 330,416 *Avocent 4,600 169,234 *DoubleClick 27,000 303,750 *E.piphany 21,900 158,118 *ValueClick 18,000 194,400 ---------- 1,155,918 ---------- Leisure, Lodging & Entertainment - 2.66% *Pegasus Solutions 47,000 548,960 ---------- 548,960 ---------- Retail - 5.38% *Aeropostale 10,300 373,478 Christopher & Banks 7,950 167,824 *PETCO Animal Supplies 13,300 374,794 Winn-Dixie Stores 25,500 193,800 ---------- 1,109,896 ---------- Technology/Semiconductors - 4.82% *Integrated Circuit Systems 9,800 245,294 *IXYS 20,000 188,000 *Pericom Semiconductor 49,000 562,520 ---------- 995,814 ---------- Technology/Software - 10.35% Global Payments 3,600 162,288 *+#Indus International 144A 80,000 237,248 *JDA Software Group 8,600 125,130 *MAPICS 29,400 237,552 NDCHealth 6,300 171,045 *Novell 50,400 573,552 *PeopleSoft 7,500 138,675 *SeaChange International 12,300 188,190 *THQ 15,000 303,450 ---------- 2,137,130 ---------- Telecommunications - 8.71% *3Com 70,000 494,200 *American Tower Class A 13,400 152,090 *Andrew 18,200 318,500 *Commonwealth Telephone Enterprises 4,500 184,545 *Crown Castle International 18,400 232,392 *Symmetricom 25,000 224,250 *Western Wireless Class A 8,200 191,634 ---------- 1,797,611 ---------- Utilities - 4.73% Northeast Utilities 27,000 503,550 ONEOK 21,000 473,550 ---------- 977,100 ---------- TOTAL COMMON STOCK (cost $15,954,924) 18,138,142 ---------- 43 STATEMENTS OPTIMUM SMALL CAP GROWTH FUND OF NET ASSETS (CONTINUED) Principal Market Amount Value REPURCHASE AGREEMENTS - 11.89% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $1,210,033 collateralized by $324,000 U.S. Treasury Bills due 4/8/04, market value $324,003, $104,000 U.S. Treasury Bills due 6/17/04, market value $103,547, $337,000 U.S. Treasury Bills due 8/5/04, market value $336,095, $87,000 U.S. Treasury Bills due 8/19/04, market value $86,307, $209,000 U.S. Treasury Bills due 9/9/04, market value $208,401, $174,000 U.S. Treasury Notes 1.75% due 12/31/04, market value $175,878) $1,210,000 $ 1,210,000 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $1,245,034 collateralized by $84,000 U.S. Treasury Notes 6.50% due 5/15/05, market value $90,459, $259,000 U.S. Treasury Notes 9.375% due 2/15/06, market value $299,881, $259,000 U.S. Treasury Notes 7.00% due 7/15/06, market value $293,735, $259,000 U.S. Treasury Notes 5.50% due 2/15/08, market value $290,978, $259,000 U.S. Treasury Notes 5.625% due 5/15/08, market value $296,530) 1,245,000 1,245,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $2,455,000) 2,455,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 99.77% (cost $18,409,924) 20,593,142 RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.23% 46,558 ----------- NET ASSETS APPLICABLE TO 1,833,216 SHARES OUTSTANDING - 100.00% $20,639,700 =========== Net Asset Value - Optimum Small Cap Growth Fund Class A ($2,114,921 / 187,788 Shares) $11.26 ------ Net Asset Value - Optimum Small Cap Growth Fund Class B ($792,249 / 70,575 Shares) $11.23 ------ Net Asset Value - Optimum Small Cap Growth Fund Class C ($7,520,853 / 669,954 Shares) $11.23 ------ Net Asset Value - Optimum Small Cap Growth Fund Institutional Class ($10,211,677 / 904,899 Shares) $11.28 ====== COMPONENTS OF NET ASSETS AT MARCH 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $18,453,039 Accumulated net realized gain on investments 3,443 Net unrealized appreciation of investments 2,183,218 ----------- Total net assets $20,639,700 =========== *Non-income producing security for the period ended March 31, 2004. +Securities exempt from registration under Rule 144A of the Securities Act of 1933. See Note #10 in "Notes to Financial Statements." #The security is being fair valued in accordance with the Fund's fair valuation policy. See Note #1 in "Notes to Financial Statements." NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM SMALL CAP GROWTH FUND Net asset value Class A (A) $11.26 Sales charge (5.75% of offering price, or 6.13% of amount invested per share) (B) 0.69 ------ Offering price $11.95 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 44 STATEMENTS OPTIMUM SMALL CAP VALUE FUND OF NET ASSETS (CONTINUED) March 31, 2004 Number of Market Shares Value COMMON STOCK - 88.26% Aerospace & Defense - 1.20% Honeywell International 7,500 $ 253,875 ---------- 253,875 ---------- Airlines - 1.45% *AirTran Holdings 9,600 114,048 *Atlantic Coast Airlines Holdings 26,700 194,109 ---------- 308,157 ---------- Automobiles & Automotive Parts - 1.77% Federal Signal 11,500 228,275 *Hayes Lemmerz International 9,600 147,744 ---------- 376,019 ---------- Banking & Finance - 0.45% *AmeriCredit 3,100 52,793 *Saxon Capital 1,500 42,615 ---------- 95,408 ---------- Basic Industry/Capital Goods - 2.75% *Mettler-Toledo International 2,400 106,560 Newell Rubbermaid 12,000 278,400 *Thermo Electron 7,000 197,960 ---------- 582,920 ---------- Business Services - 2.88% Harland (John H.) 8,000 248,960 New England Business Service 6,000 203,100 *R.H. Donnelley 3,400 158,780 ---------- 610,840 ---------- Chemicals - 7.13% Agrium 2,800 41,160 Ashland 1,100 51,139 Cytec Industries 7,000 248,990 Engelhard 7,700 230,153 *FMC 2,500 107,050 Fuller (H.B.) 6,000 170,640 *Hercules 21,000 241,080 IMC Global 12,200 174,460 Lubrizol 6,500 204,685 Millenium Chemicals 2,900 43,326 ---------- 1,512,683 ---------- Commercial Services & Supplies - 9.01% Bowne & Company 10,800 184,680 *Heidrick & Struggles International 9,400 224,942 Kelly Services 10,600 313,866 Donnelley (R.R.) & Sons 4,725 142,931 *Spherion 24,100 246,543 *Team 15,000 201,900 *Valassis Communications 11,300 343,520 Viad 10,500 253,785 ---------- 1,912,167 ---------- Consumer Durables - 8.26% Beazer Homes USA 4,700 497,777 Brookfield Homes 5,100 178,959 Furniture Brands International 15,300 492,660 *Toll Brothers 2,700 122,661 *WCI Communities 18,400 460,552 ---------- 1,752,609 ---------- Number of Market Shares Value COMMON STOCK (continued) Consumer Products - 1.62% *Del Monte Foods 4,600 $ 51,750 Readers Digest Association - Class A 3,000 42,240 Walter Industries 21,000 250,740 ---------- 344,730 ---------- Energy - 0.29% Pioneer Natural Resources 1,900 61,370 ---------- 61,370 ---------- Healthcare & Pharmaceuticals - 1.12% *LifePoint Hospitals 3,700 119,658 *Magellan Health Services 3,400 95,540 *US Oncology 1,500 22,170 ---------- 237,368 ---------- Hotels, Restaurants & Leisure - 4.66% *Isle of Capri Casinos 3,500 87,990 *Jack in the Box 11,500 287,155 *La Quinta 32,700 246,558 *Magna Entertainment - Class A 13,500 81,270 Mandalay Resort Group 5,000 286,300 ---------- 989,273 ---------- Industrial Machinery - 7.59% Ametek 10,000 256,400 *ESCO Technologies 5,500 253,660 *Flowserve 10,800 226,260 Kennametal 8,000 330,160 Manitowoc 3,500 103,530 Stanley Works 7,000 298,760 Thomas Industries 4,500 141,750 ---------- 1,610,520 ---------- Insurance - 2.81% *Allmerica Financial 14,100 487,155 *United National Group - Class A 6,400 108,544 ---------- 595,699 ---------- Metals & Mining - 1.40% Commercial Metals 3,500 111,440 *Material Sciences 17,000 187,000 ---------- 298,440 ---------- Packaging & Containers - 1.54% Sonoco Products 13,500 327,780 ---------- 327,780 ---------- Real Estate - 4.71% LNR Property 8,800 471,064 *MI Developments - Class A 16,100 450,800 St. Joe 1,900 77,311 ---------- 999,175 ---------- REITs - 3.48% Affordable Residential Communities 4,100 75,850 AMB Property 600 22,302 American Financial Realty Trust 9,300 157,635 American Home Mortgage Investment 10,300 296,640 Arden Realty 2,700 87,291 *+Fieldstone Investments 144A 5,200 100,100 ---------- 739,818 ---------- 45 STATEMENTS OPTIMUM SMALL CAP VALUE FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value COMMON STOCK (continued) Retail - 4.70% *BJ's Wholesale Club 9,000 $ 229,050 Foot Locker 21,500 554,700 *Pathmark Stores 12,400 98,952 RadioShack 3,500 116,060 ---------- 998,762 ---------- Technology/Hardware - 0.24% Ikon Office Solutions 4,000 51,200 ---------- 51,200 ---------- Technology/Services - 3.22% *BearingPoint 19,400 207,968 *ProQuest 5,500 160,435 Reynolds & Reynolds - Class A 6,000 170,460 *Unisys 10,100 144,228 ---------- 683,091 ---------- Technology/Software - 0.24% *Parametric Technology 11,200 50,624 ---------- 50,624 ---------- Telecommunications - 0.46% *Metrocall Holdings 1,400 97,538 ---------- 97,538 ---------- Textiles, Apparel & Furniture - 5.15% Delta Apparel 6,000 119,400 Jones Apparel Group 7,300 263,895 Russell 10,500 191,730 *Warnaco Group Class A 25,800 518,322 ---------- 1,093,347 ---------- Transportation & Shipping - 7.40% Alexander & Baldwin 6,500 215,020 Overnite 13,000 299,000 Overseas Shipholding Group 8,200 299,300 Stelmar Shipping Limited 8,400 242,340 Teekay Shipping 1,500 103,350 USF 2,700 92,394 *Yellow Roadway 9,500 319,865 ---------- 1,571,269 ---------- Utilities - 2.73% Alliant Energy 7,200 187,632 Northeast Utilities 8,700 162,255 *Sierra Pacific Resources 25,900 191,660 *Southern Union 2,000 37,900 ---------- 579,447 ---------- TOTAL COMMON STOCK (cost $16,583,803) 18,734,129 ---------- Principal Market Amount Value REPURCHASE AGREEMENTS - 12.11% With BNP Paribas 1.00% 4/1/04 (dated 3/31/04, to be repurchased at $1,266,735 collateralized by $339,200 U.S. Treasury Bills due 4/8/04, market value $339,181, $108,600 U.S. Treasury Bills due 6/17/04, market value $108,398, $353,000 U.S. Treasury Bills due 8/5/04, market value $351,838, $90,700 U.S. Treasury Bills due 8/19/04, market value $90,350, $219,100 U.S. Treasury Bills due 9/9/04, market value $218,163 and $182,400 U.S. Treasury Notes 1.75% due 12/31/04, market value $184,117) $1,266,700 $ 1,266,700 With UBS Warburg 0.99% 4/1/04 (dated 3/31/04, to be repurchased at $1,303,336 collateralized by $87,400 U.S. Treasury Notes 6.50% due 5/15/05, market value $94,697, $271,500 U.S. Treasury Notes 9.375% due 2/15/06, market value $313,928, $271,500 U.S. Treasury Notes 7.00% due 7/15/06, market value $307,495, $271,500 U.S. Treasury Notes 5.50% due 2/15/08, market value $304,609 and $271,500 U.S. Treasury Notes 5.625% due 5/15/08, market value $310,420) 1,303,300 1,303,300 ----------- TOTAL REPURCHASE AGREEMENTS (cost $2,570,000) 2,570,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 100.37% (cost $19,153,803) 21,304,129 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (0.37%) (79,042) ----------- NET ASSETS APPLICABLE TO 1,928,801 SHARES OUTSTANDING - 100.00% $21,225,087 =========== Net Asset Value - Optimum Small Cap Value Fund Class A ($2,125,474 / 192,970 Shares) $11.01 ------ Net Asset Value - Optimum Small Cap Value Fund Class B ($819,370 / 74,662 Shares) $10.97 ------ Net Asset Value - Optimum Small Cap Value Fund Class C ($9,018,246 / 821,915 Shares) $10.97 ------ Net Asset Value - Optimum Small Cap Value Fund Institutional Class ($9,261,997 / 839,254 Shares) $11.04 ====== 46 STATEMENTS OPTIMUM SMALL CAP VALUE FUND OF NET ASSETS (CONTINUED) COMPONENTS OF NET ASSETS AT MARCH 31, 2004: Shares of beneficial interest (unlimited authorization - no par) $18,687,601 Accumulated net realized gain on investments 387,160 Net unrealized appreciation of investments 2,150,326 ----------- Total net assets $21,225,087 =========== *Non-income producing security for the period ended March 31, 2004. +Securities exempt from registration under Rule 144A of the Securities Act of 1933. See Note #10 in "Notes to Financial Statements." SUMMARY OF ABBREVIATIONS REIT - Real Estate Investment Trust NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM SMALL CAP VALUE FUND Net asset value Class A (A) $11.01 Sales charge (5.75% of offering price, or 6.09% of the amount invested per share) (B) 0.67 ------ Offering price $11.68 ====== (A) Net asset value per share, as illustrated, is the estimated amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $50,000 or more. See accompanying notes 47 STATEMENTS OPTIMUM FUND TRUST OF ASSETS AND LIABILITIES March 31, 2004 Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ASSETS: Investments at market $ 99,737,065 $29,495,844 $69,353,914 $68,581,105 $20,593,142 $21,304,129 Cash and foreign currencies 12,598 26,395 6,431 9,796 2,300 4,612 Subscriptions receivable 791,049 315,011 824,389 809,008 234,832 244,106 Receivables for securities sold 2,770,709 42,145 479,995 30,689 -- 21,460 Dividends receivable 5,733 124,557 46,949 95,638 3,823 10,109 Interest receivable 893,017 56 76 139 67 71 Other assets 18,877 -- -- 759 -- -- ------------ ----------- ----------- ----------- ----------- ----------- Total assets 104,229,048 30,004,008 70,711,754 69,527,134 20,834,164 21,584,487 ------------ ----------- ----------- ----------- ----------- ----------- LIABILITIES: Payables for securities purchased 12,830,663 584,820 988,738 3,016,561 151,488 309,411 Liquidations payable 609 -- 385 384 80 81 Management fees payable -- -- 29,036 -- -- -- Other accrued expenses 128,057 54,821 88,430 92,089 42,896 49,908 Other liabilities 153 15,885 72 -- -- -- ------------ ----------- ----------- ----------- ----------- ----------- Total liabilities 12,959,482 655,526 1,106,661 3,109,034 194,464 359,400 ------------ ----------- ----------- ----------- ----------- ----------- TOTAL NET ASSETS $ 91,269,566 $29,348,482 $69,605,093 $66,418,100 $20,639,700 $21,225,087 ============ =========== =========== =========== =========== =========== Investments at cost $ 98,857,580 $27,124,005 $66,480,200 $66,252,378 $18,409,924 $19,153,803 See accompanying notes 48 STATEMENTS OPTIMUM FUND TRUST OF OPERATIONS August 1, 2003* to March 31, 2004 Optimum Optimum Optimum Fixed Income International Large Cap Fund Fund Growth Fund INVESTMENT INCOME: Dividends $ 8,975 $ 221,986 $ 174,341 Interest 1,040,904 8,951 19,741 Foreign tax withheld -- (18,119) (1,847) ---------- ---------- ---------- 1,049,879 212,818 192,235 ---------- ---------- ---------- EXPENSES: Management fees 173,591 83,943 154,104 Distribution expenses -- Class A 12,062 4,106 9,413 Distribution expenses -- Class B 12,414 4,034 9,159 Distribution expenses -- Class C 150,583 39,339 98,577 Accounting and administration expenses 130,721 90,910 101,421 Dividend disbursing and transfer agent fees and expenses 76,547 73,075 74,850 Professional fees 24,126 20,529 21,854 Trustees' fees 24,315 22,658 23,607 Reports and statements to shareholders 10,627 5,871 8,500 Custodian fees 28,915 25,261 11,119 Registration fees 15,977 8,092 17,595 Other 3,007 1,881 1,229 ---------- ---------- ---------- 662,885 379,699 531,428 Less expenses absorbed or waived (271,765) (183,048) (174,479) ---------- ---------- ---------- Total expenses 391,120 196,651 356,949 ---------- ---------- ---------- NET INVESTMENT INCOME (LOSS) 658,759 16,167 (164,714) ---------- ---------- ---------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES: Net realized gain (loss) on: Investments 701,448 374,712 (358,212) Futures contracts 19,087 -- -- Options written (955) -- -- Foreign currencies 11,089 (48,409) (13,194) ---------- ---------- ---------- Net realized gain (loss) 730,669 326,303 (371,406) Net change in unrealized appreciation/depreciation of investments and foreign currencies 901,664 2,354,421 2,873,708 ---------- ---------- ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCIES 1,632,333 2,680,724 2,502,302 ---------- ---------- ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $2,291,092 $2,696,891 $2,337,588 ========== ========== ========== *Commencement of operations See accompanying notes 49 STATEMENTS OPTIMUM FUND TRUST OF OPERATIONS (CONTINUED) Optimum Optimum Optimum Large Cap Small Cap Small Cap Value Fund Growth Fund Value Fund INVESTMENT INCOME: Dividends $ 379,188 $ 20,799 $ 56,908 Interest 14,851 7,561 12,823 Foreign tax withheld (1,192) -- -- ---------- ---------- ---------- 392,847 28,360 69,731 ---------- ---------- ---------- EXPENSES: Management fees 150,768 78,425 74,569 Distribution expenses -- Class A 9,293 2,130 2,092 Distribution expenses -- Class B 9,384 2,024 2,020 Distribution expenses -- Class C 99,809 21,019 23,773 Accounting and administration expenses 99,961 58,953 58,856 Dividend disbursing and transfer agent fees and expenses 74,850 74,740 74,813 Professional fees 22,116 19,344 19,681 Trustees' fees 23,600 22,360 22,360 Reports and statements to shareholders 9,184 4,600 4,492 Custodian fees 14,815 1,193 2,300 Registration fees 12,071 6,984 6,978 Other 1,466 1,202 922 ---------- ---------- ---------- 527,317 292,974 292,856 Less expenses absorbed or waived (193,880) (164,342) (171,751) Less expenses paid indirectly -- (14) (38) ---------- ---------- ---------- Total expenses 333,437 128,618 121,067 ---------- ---------- ---------- NET INVESTMENT INCOME (LOSS) 59,410 (100,258) (51,336) ---------- ---------- ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCIES: Net realized gain on: Investments 690,507 103,701 506,512 Foreign currencies 1,989 -- -- ---------- ---------- ---------- Net realized gain 692,496 103,701 506,512 Net change in unrealized appreciation/depreciation of investments and foreign currencies 2,328,785 2,183,218 2,150,326 ---------- ---------- ---------- NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS AND FOREIGN CURRENCIES 3,021,281 2,286,919 2,656,838 ---------- ---------- ---------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $3,080,691 $2,186,661 $2,605,502 ========== ========== ========== See accompanying notes 50 STATEMENTS OPTIMUM FUND TRUST OF CHANGES IN NET ASSETS August 1, 2003* to March 31, 2004 Optimum Optimum Optimum Fixed Income International Large Cap Fund Fund Growth Fund INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income (loss) $ 658,759 $ 16,167 $ (164,714) Net realized gain (loss) on investments and foreign currencies 730,669 326,303 (371,406) Net change in unrealized appreciation/depreciation of investments and foreign currencies 901,664 2,354,421 2,873,708 ----------- ----------- ----------- Net increase in net assets from operations 2,291,092 2,696,891 2,337,588 ----------- ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A (92,235) -- -- Class B (17,545) -- -- Class C (213,683) -- -- Institutional Class (161,149) -- -- Net realized gain on investments: Class A (7,152) (1,261) -- Class B (2,626) (447) -- Class C (31,584) (4,492) -- Institutional Class (6,526) (3,593) -- ----------- ----------- ----------- (532,500) (9,793) -- ----------- ----------- ----------- CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold: Class A 11,904,499 3,816,194 9,152,213 Class B 4,259,160 1,535,336 3,510,552 Class C 51,716,890 13,438,723 34,317,631 Institutional Class 26,419,491 10,175,742 25,753,313 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 93,236 1,226 -- Class B 18,533 437 -- Class C 237,463 4,422 -- Institutional Class 164,341 3,584 -- ----------- ----------- ----------- 94,813,613 28,975,664 72,733,709 ----------- ----------- ----------- Cost of shares repurchased: Class A (167,871) (59,769) (156,597) Class B (69,467) (15,905) (43,727) Class C (376,974) (131,871) (331,681) Institutional Class (4,688,327) (2,106,735) (4,934,199) ----------- ----------- ----------- (5,302,639) (2,314,280) (5,466,204) ----------- ----------- ----------- Increase in net assets derived from capital share transactions 89,510,974 26,661,384 67,267,505 ----------- ----------- ----------- NET INCREASE IN NET ASSETS 91,269,566 29,348,482 69,605,093 NET ASSETS: Beginning of period -- -- -- ----------- ----------- ----------- End of period $91,269,566 $29,348,482 $69,605,093 ----------- ----------- ----------- Undistributed net investment income (loss) $ 206,252 $ (32,242) $ (10,943) =========== =========== =========== *Commencement of operations See accompanying notes 51 STATEMENTS OPTIMUM FUND TRUST OF CHANGES IN NET ASSETS (CONTINUED) Optimum Optimum Optimum Large Cap Small Cap Small Cap Value Fund Growth Fund Value Fund INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income (loss) $ 59,410 $ (100,258) $ (51,336) Net realized gain on investments and foreign currencies 692,496 103,701 506,512 Net change in unrealized appreciation/depreciation of investments and foreign currencies 2,328,785 2,183,218 2,150,326 ----------- ----------- ----------- Net increase in net assets from operations 3,080,691 2,186,661 2,605,502 ----------- ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A (11,327) -- -- Class B -- -- -- Class C -- -- -- Institutional Class (22,188) -- -- Net realized gain on investments: Class A (7,880) -- (6,141) Class B (2,817) -- (2,109) Class C (31,589) -- (26,029) Institutional Class (10,442) -- (33,737) ----------- ----------- ----------- (86,243) -- (68,016) ----------- ----------- ----------- CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold: Class A 8,815,092 1,994,189 1,945,722 Class B 3,497,348 757,253 755,420 Class C 34,313,218 7,071,156 8,246,621 Institutional Class 22,144,571 8,802,193 7,830,304 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 18,557 -- 5,887 Class B 2,710 -- 2,014 Class C 31,097 -- 25,639 Institutional Class 32,267 -- 33,657 ----------- ----------- ----------- 68,854,860 18,624,791 18,845,264 ----------- ----------- ----------- Cost of shares repurchased: Class A (169,358) (37,916) (36,465) Class B (36,814) (11,723) (7,267) Class C (240,089) (52,150) (59,197) Institutional Class (4,984,947) (69,963) (54,734) ----------- ----------- ----------- (5,431,208) (171,752) (157,663) ----------- ----------- ----------- Increase in net assets derived from capital share transactions 63,423,652 18,453,039 18,687,601 ----------- ----------- ----------- NET INCREASE IN NET ASSETS 66,418,100 20,639,700 21,225,087 NET ASSETS: Beginning of period -- -- -- ----------- ----------- ----------- End of period $66,418,100 $20,639,700 $21,225,087 ----------- ----------- ----------- Undistributed net investment income $ 27,884 $ -- $ -- =========== =========== =========== See accompanying notes 52 FINANCIAL HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum Fixed Income Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $8.500 $8.500 $8.500 $8.500 INCOME FROM INVESTMENT OPERATIONS: Net investment income(2) 0.171 0.133 0.133 0.192 Net realized and unrealized gain on investments and foreign currencies 0.417 0.420 0.420 0.407 ------ ------ ------ ------ Total from investment operations 0.588 0.553 0.553 0.599 ------ ------ ------ ------ LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net investment income (0.098) (0.053) (0.053) (0.119) Net realized gain on investments (0.010) (0.010) (0.010) (0.010) ------ ------ ------ ------ Total dividends and distributions (0.108) (0.063) (0.063) (0.129) ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $8.980 $8.990 $8.990 $8.970 ====== ====== ====== ====== TOTAL RETURN(3) 6.82% 6.52% 6.52% 7.07% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $12,049 $4,296 $52,648 $22,276 Ratio of expenses to average net assets 1.20% 1.85% 1.85% 0.85% Ratio of expenses to average net assets prior to expense limitation 2.25% 2.90% 2.90% 1.90% Ratio of net investment income to average net assets 2.88% 2.23% 2.23% 3.23% Ratio of net investment income to average net assets prior to expense limitation 1.83% 1.18% 1.18% 2.18% Portfolio turnover 383% 383% 383% 383% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 53 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum International Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $ 8.500 $ 8.500 $ 8.500 $ 8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss)(2) 0.021 (0.023) (0.023) 0.045 Net realized and unrealized gain on investments and foreign currencies 2.155 2.149 2.149 2.151 ------- ------- ------- ------- Total from investment operations 2.176 2.126 2.126 2.196 ------- ------- ------- ------- LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net realized gain on investments (0.006) (0.006) (0.006) (0.006) ------- ------- ------- ------- Total dividends and distributions (0.006) (0.006) (0.006) (0.006) ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $10.670 $10.620 $10.620 $10.690 ======= ======= ======= ======= TOTAL RETURN(3) 25.61% 25.02% 25.02% 25.84% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $4,083 $1,624 $14,339 $9,302 Ratio of expenses to average net assets 1.92% 2.57% 2.57% 1.57% Ratio of expenses to average net assets prior to expense limitation 3.82% 4.47% 4.47% 3.47% Ratio of net investment income (loss) to average net assets 0.30% (0.35%) (0.35%) 0.65% Ratio of net investment loss to average net assets prior to expense limitation (1.60%) (2.25%) (2.25%) (1.25%) Portfolio turnover 49% 49% 49% 49% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 54 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum Large Cap Growth Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $8.500 $8.500 $8.500 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.037) (0.077) (0.077) (0.015) Net realized and unrealized gain on investments and foreign currencies 1.107 1.107 1.107 1.105 ------ ------ ------ ------ Total from investment operations 1.070 1.030 1.030 1.090 ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $9.570 $9.530 $9.530 $9.590 ====== ====== ====== ====== TOTAL RETURN(3) 12.59% 12.12% 12.12% 12.82% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $9,337 $3,569 $35,143 $21,557 Ratio of expenses to average net assets 1.61% 2.26% 2.26% 1.26% Ratio of expenses to average net assets prior to expense limitation 2.51% 3.16% 3.16% 2.16% Ratio of net investment loss to average net assets (0.61%) (1.26%) (1.26%) (0.26%) Ratio of net investment loss to average net assets prior to expense limitation (1.51%) (2.16%) (2.16%) (1.16%) Portfolio turnover 51% 51% 51% 51% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 55 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum Large Cap Value Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $8.500 $8.500 $8.500 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss)(2) 0.038 (0.003) (0.003) 0.060 Net realized and unrealized gain on investments and foreign currencies 1.331 1.329 1.329 1.330 ------ ------ ------ ------ Total from investment operations 1.369 1.326 1.326 1.390 ------ ------ ------ ------ LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net investment income (0.023) -- -- (0.034) Net realized gain on investments (0.016) (0.016) (0.016) (0.016) ------ ------ ------ ------ Total dividends and distributions (0.039) (0.016) (0.016) (0.050) ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $9.830 $9.810 $9.810 $9.840 ====== ====== ====== ====== TOTAL RETURN(3) 16.12% 15.61% 15.61% 16.38% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $9,115 $3,609 $35,732 $17,962 Ratio of expenses to average net assets 1.50% 2.15% 2.15% 1.15% Ratio of expenses to average net assets prior to expense limitation 2.52% 3.17% 3.17% 2.17% Ratio of net investment income (loss) to average net assets 0.59% (0.06%) (0.06%) 0.94% Ratio of net investment loss to average net assets prior to expense limitation (0.43%) (1.08%) (1.08%) (0.08%) Portfolio turnover 38% 38% 38% 38% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 56 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum Small Cap Growth Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $ 8.500 $ 8.500 $ 8.500 $ 8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.100) (0.146) (0.146) (0.075) Net realized and unrealized gain on investments 2.860 2.876 2.876 2.855 ------- ------- ------- ------- Total from investment operations 2.760 2.730 2.730 2.780 ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $11.260 $11.230 $11.230 $11.280 ======= ======= ======= ======= TOTAL RETURN(3) 32.47% 32.12% 32.12% 32.71% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $2,115 $792 $7,521 $10,212 Ratio of expenses to average net assets 1.81% 2.46% 2.46% 1.46% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 4.11% 4.76% 4.76% 3.76% Ratio of net investment loss to average net assets (1.41%) (2.06%) (2.06%) (1.06%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (3.71%) (4.36%) (4.36%) (3.36%) Portfolio turnover 16% 16% 16% 16% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 57 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: Optimum Small Cap Value Fund - -------------------------------------------------------------------------------------------------------------------------------- Institutional Class A Class B Class C Class 8/1/03(1) 8/1/03(1) 8/1/03(1) 8/1/03(1) to to to to 3/31/04 3/31/04 3/31/04 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $ 8.500 $8.500 $ 8.500 $ 8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.046) (0.090) (0.090) (0.022) Net realized and unrealized gain on investments 2.616 2.620 2.620 2.622 ------- ------- ------- ------- Total from investment operations 2.570 2.530 2.530 2.600 ------- ------- ------- ------- LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net realized gain on investments (0.060) (0.060) (0.060) (0.060) ------- ------- ------- ------- Total dividends and distributions (0.060) (0.060) (0.060) (0.060) ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $11.010 $10.970 $10.970 $11.040 ======= ======= ======= ======= TOTAL RETURN(3) 30.30% 29.83% 29.83% 30.66% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $2,126 $819 $9,018 $9,262 Ratio of expenses to average net assets 1.67% 2.32% 2.32% 1.32% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 4.08% 4.73% 4.73% 3.73% Ratio of net investment loss to average net assets (0.69%) (1.34%) (1.34%) (0.34%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (3.10%) (3.75%) (3.75%) (2.75%) Portfolio turnover 40% 40% 40% 40% (1) Date of commencement of operations; ratios and portfolio turnover have been annualized and total return has not been annualized. (2) The average shares outstanding method has been applied for per share information. (3) Total investment return is based on the change in net asset value of a share during the period and assumes reinvestment of dividends and distributions at net asset value and does not reflect the impact of a sales charge. Total investment return reflects a waiver and payment of fees by the manager. Performance would have been lower had the expense limitation not been in effect. See accompanying notes 58 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS March 31, 2004 Optimum Fund Trust (the "Trust") is organized as a Delaware statutory trust and offers six series: Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small Cap Growth Fund, and Optimum Small Cap Value Fund (each a "Fund" and collectively, the "Funds"). The Trust is an open-end investment company. The Funds are considered diversified under the Investment Company Act of 1940, as amended, and offer Class A, Class B, Class C and Institutional Class shares. The Funds commenced operations on August 1, 2003. Class A shares are sold with a front-end sales charge of up to 5.75% for Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small Cap Growth Fund, Optimum Small Cap Value Fund and Optimum International Fund and 4.50% for Optimum Fixed Income Fund. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to a limited group of investors. The investment objective of Optimum Fixed Income Fund is to seek a high level of income. The Fund may also seek growth of capital. The investment objective of Optimum International Fund is to seek long-term growth of capital. The Fund may also seek income. The investment objective of Optimum Large Cap Growth Fund is to seek long-term growth of capital. The investment objective of Optimum Large Cap Value Fund is to seek long-term growth of capital. The Fund may also seek income. The investment objective of Optimum Small Cap Growth Fund is to seek long-term growth of capital. The investment objective of Optimum Small Cap Value Fund is to seek long-term growth of capital. 1. SIGNIFICANT ACCOUNTING POLICIES The following accounting policies are in accordance with accounting principles generally accepted in the United States and are consistently followed by the Trust. Security Valuation -- Equity securities, except those traded on the Nasdaq Stock Market, Inc. (NASDAQ), are valued at the last quoted sales price as of the time of the regular close of the New York Stock Exchange (NYSE) on the valuation date. Securities traded on the NASDAQ are valued in accordance with the NASDAQ Official Closing Price, which may not be the last sales price. If on a particular day an equity security does not trade, then the mean between the bid and asked prices will be used. Securities listed on a foreign exchange are normally valued at the last quoted sales price before each Fund is valued. U.S. government and agency securities are valued at the mean between the bid and asked prices. Other long-term debt securities are valued by an independent pricing service and such prices are believed to reflect the fair value of such securities. Short-term debt securities having less than 60 days to maturity are valued at amortized cost, which approximates market value. Forward foreign currency exchange contracts are valued at the mean between the bid and asked prices of the contracts and are marked-to-market daily. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Futures contracts and options on futures contracts are valued at the daily quoted settlement prices. Swap agreements and other securities and assets for which market quotations are not readily available are valued at fair value as determined in good faith under the direction of the Trust's Board of Trustees. In determining whether market quotations are readily available or fair valuation will be used, various factors will be taken into consideration, such as market closures, or with respect to foreign securities, aftermarket trading or significant events after local market trading (e.g., government actions or pronouncements, trading volume or volatility on markets, exchanges among dealers, or news events). Federal Income Taxes -- Each Fund intends to qualify for federal income tax purposes as a regulated investment company and make the requisite distributions to shareholders. Accordingly, no provision for federal income taxes has been made in the financial statements. Class Accounting - Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of each Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class. Repurchase Agreements -- Each Fund may invest in a pooled cash account along with members of the Delaware Investments Family of Funds. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S. government. The respective collateral is held by each Fund's custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is 102% collateralized. However, in the event of default or bankruptcy by the counterparty to the agreement, realization of the collateral may be subject to legal proceedings. Foreign Currency Transactions -- Transactions denominated in foreign currencies are recorded at the prevailing exchange rates on the valuation date. The value of all assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate of such currencies against the U.S. dollar daily. Transaction gains or losses resulting from changes in exchange rates during the reporting period or upon settlement of the foreign currency transaction are reported in operations for the current period. The Funds isolate that portion of realized gains and losses on investments in debt securities, which are due to changes in foreign exchange rates from that which are due to changes in market prices of debt securities. For foreign equity securities, these changes are included in realized gains (losses) on investments. The Funds report certain foreign currency related transactions as components of realized gains (losses) for financial reporting purposes, where such components are treated as ordinary income (loss) for federal income tax purposes. Use of Estimates -- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 59 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Other -- Expenses common to all funds within the Trust are allocated amongst the funds on the basis of average net assets. Management fees and other expenses are paid monthly. Security transactions are recorded on the date the securities are purchased or sold (trade date). Costs used in calculating realized gains and losses on the sale of investment securities are those of the specific securities sold. Dividend income is recorded on the ex-dividend date. Interest income is recorded on the accrual basis. Discounts and premiums are amortized to interest income over the lives of the respective securities. Realized gains (losses) on paydowns of mortgage- and asset-backed securities are classified as interest income. Distributions received from investments in Real Estate Investment Trusts are recorded as dividend income on ex-dividend date, subject to reclassification upon notice of the character of such distribution by the issuer. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Funds are aware of such dividends, net of all non-rebatable tax withholdings. Withholding taxes on foreign dividends have been recorded in accordance with each Fund's understanding of the applicable country's tax rules and rates. Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small Cap Growth Fund and Optimum Small Cap Value Fund declare and pay dividends from net investment income, if any, annually. Optimum Fixed Income Fund declares and pays dividends from net investment income quarterly. Each Fund will declare and pay distributions from net realized gain on investments, if any, annually. In addition, in order to satisfy certain distribution requirements of the Tax Reform Act of 1986, each Fund may declare special year-end dividend and capital gains distributions during November or December to shareholders of record on a date in such month. Such distributions, if received by shareholders by January 31, are deemed to have been paid by a Fund and received by shareholders on the earlier of the date paid or December 31 of the prior year. The Funds may receive earnings credits from their custodian when positive cash balances are maintained, which are used to offset custody fees. The expense paid under the above arrangement is included in its respective expense caption on the Statements of Operations with the corresponding expense offset shown as "expense paid indirectly". The amount of this expense for the period ended March 31, 2004 was as follows: Optimum Optimum Small Cap Small Cap Growth Fund Value Fund ----------- ---------- Earnings credits $14 $38 2. INVESTMENT MANAGEMENT, ADMINISTRATION AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES Delaware Management Company (DMC), a series of Delaware Management Business Trust, furnishes investment management services to each Fund and has full discretion and responsibility, subject to the overall supervision of the Trust's Board of Trustees, to select and contract with one or more investment sub-advisers to manage the investment operations and composition of each Fund, and to render investment advice for each Fund, including the purchase, retention, and disposition of investments, securities and cash contained in each Fund. The investment management agreement obligates the investment manager to implement decisions with respect to the allocation or reallocation of each Fund's assets among one or more current or additional sub-advisers, and to monitor the sub-advisers' compliance with the relevant Fund's investment objective, policies and restrictions. DMC pays the sub-advisers out of its fees. In accordance with the terms of the investment management agreement, the investment manager is entitled to receive an annual fee equal to the following percentage rates of the average daily net assets of a Fund: Optimum Fixed Income Fund 0.7000% of assets up to $25 million 0.6500% of assets from $25 million to $100 million 0.6000% of assets over $100 million Optimum International Fund 0.8750% of assets up to $50 million 0.8000% of assets from $50 to $100 million 0.7800% of assets from $100 to $300 million 0.7650% of assets from $300 to $400 million 0.7300% of assets over $400 million Optimum Large Cap Growth Fund 0.8000% of assets up to $250 million 0.7875% of assets from $250 million to $300 million 0.7625% of assets from $300 million to $400 million 0.7375% of assets from $400 million to $500 million 0.7250% of assets over $500 million Optimum Large Cap Value Fund 0.8000% of assets up to $100 million 0.7375% of assets from $100 million to $250 million 0.7125% of assets from $250 million to $500 million 0.6875% of assets over $500 million Optimum Small Cap Growth Fund 1.1000% of assets Optimum Small Cap Value Fund 1.0500% of assets up to $75 million 1.0250% of assets from $75 million to $150 million 1.0000% of assets over $150 million DMC has entered into sub-advisory agreements for the Trust as follows: Optimum Fixed Income Fund - Delaware International Advisers Ltd. (DIAL), an affiliate of DMC, and Deutsche Investment Management Americas Inc.; Optimum International Fund - DIAL and Marsico Capital Management, LLC; Optimum Large Cap Growth Fund - Marsico Capital Management, LLC and T. Rowe Price Associates, Inc.; Optimum Large Cap Value Fund - Massachusetts Financial Services Company and Morgan Stanley Investment Management doing business as Van Kampen Asset Management, Inc.; Optimum Small Cap Growth Fund - Columbia Wanger Asset Management, L.P.; and Optimum Small Cap Value Fund - Hotchkis and Wiley Capital Management, LLC and Delafield Asset Management (a division of Reich & Tang Asset Management, LLC). 60 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 2. INVESTMENT MANAGEMENT, ADMINISTRATION AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES (CONTINUED) DMC retains day-to-day investment management responsibilities for a portion of the assets of the Optimum Fixed Income Fund. DMC has contractually agreed to waive that portion, if any, of its management fee and reimburse each Fund to the extent necessary to ensure that annual operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees, certain insurance costs and extraordinary expenses, do not exceed specified percentages of average daily net assets through August 1, 2004 as shown below: Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ----------- 0.85% 1.57% 1.26% 1.15% 1.46% 1.32% Costs incurred in connection with the organization of the Trust were borne by DMC and Linsco/Private Ledger Corp. (LPL), who provides certain sub-transfer agency services to the Funds and who has entered into an Investment Consulting Agreement with DMC. Delaware Service Company, Inc. (DSC), an affiliate of DMC and DIAL, provides the Trust with fund accounting, administrative, and transfer agency services pursuant to a Mutual Fund Services Agreement. For fund accounting services, the Trust pays DSC a fee at an annual rate of 0.04% of the Trust's total average daily net assets, plus out-of-pocket expenses, subject to certain minimums. DSC also provides the Trust with administrative services including financial and tax reporting, corporate governance, and preparation of materials and reports for the Board of Trustees. For administrative services, the Trust pays DSC a fee at an annual rate of 0.35% of the Trust's total average daily net assets, plus out-of-pocket expenses. DSC also serves as the shareholder servicing, dividend disbursing, and transfer agent for each Fund. For these services, the Trust pays DSC a fee at an annual rate of 0.15% of the Trust's total average daily net assets, subject to certain minimums. Delaware Distributors, L.P. (DDLP), an affiliate of DMC and DIAL, serves as the national distributor of each Fund's shares pursuant to a Distribution Agreement. Pursuant to the Distribution Agreement and Rule 12b-1 plans, the Funds pay DDLP an annual fee of 0.35% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of the Class B and C shares. Institutional Class shares pay no distribution expenses. At March 31, 2004, each Fund had receivables from or liabilities payable to affiliates as follows: Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ----------- Investment management fee payable to DMC $ -- $ -- $(29,036) $ -- $ -- $ -- Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC (26,496) (25,479) (13,266) (32,839) (17,973) (18,079) Other expenses payable to DMC and affiliates* (32,358) (24,765) (28,004) (27,872) (27,367) (26,314) Receivable from DMC under expense limitation agreement 13,849 21,667 -- 16,444 18,262 8,113 *DMC, as part of its administrative services, pays operating expenses on behalf of the Funds and is reimbursed on a periodic basis. Such expenses included items such as printing of shareholder reports, professional fees, registration fees and trustees' fees. DMC, DSC and DDLP are indirect, wholly owned subsidiaries of Delaware Management Holdings, Inc., which is an indirect wholly owned subsidiary of Lincoln National Corporation. Certain officers of DIAL, DMC, DSC, DDLP and LPL are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Funds. 3. INVESTMENTS For the period ended March 31, 2004, the Funds made purchases and sales of investment securities as follows: Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ----------- Purchases other than U.S. government securities and short-term investments $133,408,469 $29,536,186 $74,612,548 $68,252,172 $16,999,889 $18,704,395 Purchases of U.S. government securities 60,462,692 -- -- -- -- -- Sales other than U.S. government securities and short-term investments 55,566,959 4,795,193 10,515,136 7,713,301 1,148,666 2,627,105 Sales of U.S. government securities 51,306,566 -- -- -- -- -- 61 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 3. INVESTMENTS (CONTINUED) At March 31, 2004, the cost of investments and unrealized appreciation (depreciation) for federal income tax purposes for each Fund were as follows: Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ----------- Cost of investments $98,883,222 $27,132,093 $66,732,047 $66,291,184 $18,409,924 $19,153,136 ----------- ----------- ----------- ----------- ----------- ----------- Aggregate unrealized appreciation $ 1,098,463 $ 2,580,970 $ 3,743,003 $ 2,978,421 $ 2,547,854 $ 2,211,202 Aggregate unrealized depreciation (244,620) (217,219) (1,121,136) (688,500) (364,636) (60,209) ----------- ----------- ----------- ----------- ----------- ----------- Net unrealized appreciation $ 853,843 $ 2,363,751 $ 2,621,867 $2,289,921 $ 2,183,218 $ 2,150,993 ----------- ----------- ----------- ----------- ----------- ----------- 4. DIVIDEND AND DISTRIBUTION INFORMATION Income and long-term capital gain distributions are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States. The tax character of dividends and distributions paid during the period ended March 31, 2004 was as follows: Optimum Optimum Optimum Optimum Fixed Income International Large Cap Small Cap Fund Fund Value Fund Value Fund ------------ ------------- ---------- ---------- Ordinary Income $532,500 $9,793 $86,243 $68,016 As of March 31, 2004, the components of net assets on a tax basis were as follows: Optimum Fixed Income Fund Optimum International Fund Optimum Large Cap Growth Fund ------------------------- -------------------------- ----------------------------- Shares of beneficial interest $89,510,974 $26,661,384 $67,114,280 Undistributed ordinary income 873,388 382,413 -- Undistributed long-term capital gain 15,003 -- -- Post-October losses -- (57,533) (120,105) Post-October currency losses -- -- (11,016) Unrealized appreciation of investments and foreign currencies 870,201 2,362,218 2,621,934 ----------- ----------- ----------- Net assets $91,269,566 $29,348,482 $69,605,093 ----------- ----------- ----------- Optimum Large Cap Value Fund Optimum Small Cap Growth Fund Optimum Small Cap Value Fund ---------------------------- ----------------------------- ---------------------------- Shares of beneficial interest $63,423,652 $18,453,039 $18,687,601 Undistributed ordinary income 705,228 3,443 386,288 Undistributed long-term capital gain -- -- 205 Unrealized appreciation of investments 2,289,220 2,183,218 2,150,993 ----------- ----------- ----------- Net assets $66,418,100 $20,639,700 $21,225,087 ----------- ----------- ----------- The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales. Post-October losses represent losses realized on investment and foreign currency transactions from November 1, 2003 through March 31, 2004 that, in accordance with federal income tax regulations, the Funds have elected to defer and treat as having arisen in the following fiscal year. For financial reporting purposes, capital accounts and distributions to shareholders are adjusted to reflect the tax character of permanent book/tax differences. For the period ended March 31, 2004, the Funds recorded the following permanent reclassifications. Reclassifications are primarily due to tax treatment of net operating losses, gain (loss) on foreign currency transactions, and paydowns of mortgage- and asset-backed securities. Results of operations and net assets were not affected by these reclassifications. Optimum Optimum Optimum Optimum Fixed Income Large Cap Small Cap Small Cap Fund Growth Fund Growth Fund Value Fund ------------ ----------- ----------- ----------- Undistributed net investment income $21,016 $166,965 $100,258 $51,336 Accumulated realized gain (loss) (21,016) (13,740) (100,258) (51,336) Paid-in capital -- (153,225) -- -- 62 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 5. CAPITAL SHARES Transactions in capital shares were as follows: Optimum Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ----------- Shares sold: Class A 1,350,930 388,631 992,873 943,488 191,434 196,000 Class B 483,742 154,454 379,178 371,334 71,658 75,160 Class C 5,871,982 1,362,378 3,724,731 3,664,980 674,849 825,171 Institutional Class 2,994,706 1,072,081 2,775,139 2,342,801 911,226 841,044 ---------- --------- --------- --------- --------- --------- 10,701,360 2,977,544 7,871,921 7,322,603 1,849,167 1,937,375 ---------- --------- --------- --------- --------- --------- Shares issued upon reinvestment of dividends and distributions: Class A 10,485 124 -- 1,959 -- 586 Class B 2,086 44 -- 286 -- 201 Class C 26,727 448 -- 3,284 -- 2,556 Institutional Class 18,433 362 -- 3,404 -- 3,345 ---------- --------- --------- --------- --------- --------- 57,731 978 -- 8,933 -- 6,688 ---------- --------- --------- --------- --------- --------- Shares repurchased: Class A (18,915) (5,937) (16,889) (17,978) (3,646) (3,616) Class B (7,826) (1,546) (4,643) (3,787) (1,083) (699) Class C (42,407) (12,884) (35,837) (25,352) (4,895) (5,812) Institutional Class (530,535) (202,008) (527,062) (520,667) (6,327) (5,135) ---------- --------- --------- --------- --------- --------- (599,683) (222,375) (584,431) (567,784) (15,951) (15,262) ---------- --------- --------- --------- --------- --------- Net increase 10,159,408 2,756,147 7,287,490 6,763,752 1,833,216 1,928,801 ---------- --------- --------- --------- --------- --------- 6. FOREIGN EXCHANGE CONTRACTS The Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund and Optimum Large Cap Value Fund may enter into forward foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Funds may enter into these contracts to fix the U.S. dollar value of a security that it has agreed to buy or sell for the period between the date the trade was entered into and the date the security is delivered and paid for. The Funds may also use these contracts to hedge the U.S. dollar value of securities they already own that are denominated in foreign currencies. The change in market value is recorded as an unrealized gain or loss. When the contract is closed, a realized gain or loss is recorded equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. The use of forward foreign currency exchange contracts does not eliminate fluctuations in the underlying prices of the securities, but does establish a rate of exchange that can be achieved in the future. Although forward foreign currency exchange contracts limit the risk of loss due to a decline in the value of the hedged currency, they also limit any potential gain that might result should the value of the currency increase. In addition, the Funds could be exposed to risks if the counterparties to the contracts are unable to meet the terms of their contracts. 63 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 6. FOREIGN EXCHANGE CONTRACTS (CONTINUED) The following foreign currency exchange contracts were outstanding at March 31, 2004: OPTIMUM INTERNATIONAL FUND Contracts In Unrealized To Exchange Settlement Appreciation Receive (Deliver) For Date (Depreciation) - ---------------- ---------- ---------- -------------- 31,917 British Pounds US $(58,736) 4/5/04 $ (95) (855,000) British Pounds 1,551,276 4/30/04 (15,862) 19,397 European Monetary Units (23,641) 4/1/04 196 65,779 European Monetary Units (80,621) 4/2/04 215 30,444 European Monetary Units (37,425) 4/5/04 (15) 72,008 Hong Kong Dollars (9,241) 4/2/04 1 13,987,920 Japanese Yen (134,694) 4/2/04 (240) 1,186,055 Japanese Yen (11,367) 4/5/04 35 (2,088,343) Japanese Yen 20,042 4/5/04 (34) 271,032 Norwegian Kroner (39,509) 4/5/04 (37) 17,697,500 South Korean Won (15,517) 4/2/04 (80) 76,396 Swiss Francs (60,277) 4/5/04 31 -------- $(15,885) -------- OPTIMUM LARGE CAP GROWTH FUND (74,175) European Monetary Units US $91,081 4/2/04 $(30) 20,398 British Pounds (37,553) 4/5/04 (42) -------- $ (72) -------- OPTIMUM LARGE CAP VALUE FUND 13,657 British Pounds US$(24,836) 4/1/04 $264 41,371 Swiss Francs (32,161) 4/1/04 495 -------- $759 -------- 7. FUTURES CONTRACTS The Optimum Fixed Income Fund may invest in financial futures contracts to hedge its existing portfolio securities against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a futures contract, the Fund deposits cash or pledges U.S. government securities to a broker, equal to the minimum "initial margin" requirements of the exchange on which the contract is traded. In some cases, due to the form of the futures agreement, initial margin is held in a segregated account with the Fund's custodian, rather than directly with the broker. Subsequent payments are received from the broker or paid to the broker (or added to the segregated account) each day, based on the daily fluctuation in the market value of the contract. These receipts or payments are known as "variation margin" and are recorded daily by the Fund as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Risks of entering into futures contracts include potential imperfect correlation between the futures contracts and the underlying securities and the possibility of an illiquid secondary market for these instruments. Financial futures contracts open at March 31, 2004 for the Optimum Fixed Income Fund were as follows: Unrealized Contracts Notional Appreciation to Buy (Sell) Cost (Proceeds) Expiration Date (Depreciation) - ------------- -------------- --------------- -------------- 5 U.S. Treasury 10 year notes $571,109 6/04 $5,922 (1) U.S. Treasury 5 year notes (113,461) 6/04 (102) -------- $5,820 -------- The use of futures contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional amounts presented above represent the Fund's total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund's net assets. 64 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 8. OPTIONS WRITTEN During the period ended March 31, 2004, Optimum Fixed Income Fund entered into options contracts in accordance with its investment objectives. When the Fund writes an option, a premium is received and a liability is recorded and adjusted on a daily basis to reflect the current market value of the options written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Fund has a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option. Transactions in options written during the period ended March 31, 2004 for Optimum Fixed Income Fund, were as follows: Number of Contracts Premiums ------------ -------- Options outstanding at beginning of period -- $ -- Options written 2,200 9,992 Options terminated in closing purchase transaction (2,200) (9,992) ------ --------- Options outstanding at March 31, 2004 -- $ -- ------ --------- 9. SWAP AGREEMENTS During the period ended March 31, 2004, the Optimum Fixed Income Fund entered into total return swap agreements in accordance with its investment objectives. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. Total return swaps involve commitments to pay interest in exchange for a market-linked return based on a notional amount. To the extent the total return of the security, instrument or basket of instruments underlying the transaction exceeds the offsetting interest obligation, the Fund will receive a payment from the counterparty. To the extent the total return of the security, instrument or basket of instruments underlying the transaction falls short of the offsetting interest obligation, the Fund will make a payment to the counterparty. The change in value of swap agreements outstanding, if any, is recorded as unrealized appreciation or depreciation daily. A realized gain or loss is recorded on maturity or termination of the swap agreement. At March 31, 2004, the Optimum Fixed Income Fund had the following total return swap agreement outstanding: Notional Amount Expiration Date Description Unrealized Gain ---------------- --------------- ---------- --------------- $580,000 6/30/04 Agreement with Goldman Sachs to receive $16,455 the notional amount multiplied by the return on the Lehman Brothers Commercial MBS Index AAA and to pay the notional amount multiplied by the 1 month BBA LIBOR adjusted by a spread of minus 0.50%. Because there is no organized market for these swap agreements, the value of open swaps may differ from that which would be realized in the event the Fund terminated its position in the agreement. Risks of entering into these agreements include the potential inability of the counterparty to meet the terms of the agreements. This type of risk is generally limited to the amount of favorable movements in the value of the underlying security, instrument or basket of instruments, if any, at the day of default. Risks also arise from potential losses from adverse market movements and such losses could exceed the related amounts shown above. 65 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 10. CREDIT AND MARKET RISKS Some countries in which the Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund and Optimum Large Cap Value Fund may invest require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if there is deterioration in a country's balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad. The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Funds may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets are held by a smaller number of investors. This may limit the number of shares available for acquisition or disposition by the Funds. The Optimum Fixed Income Fund may invest in high-yield fixed-income securities, which carry ratings of BB or lower by Standard & Poor's Ratings Group and/or Ba or lower by Moody's Investors Service, Inc. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment grade securities. The Optimum Fixed Income Fund invests in fixed-income securities whose value is derived from an underlying pool of mortgages or consumer loans. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. A rapid rate of principal payments may have a material adverse effect on the Fund's yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories. Each Fund may invest up to 15% of its total assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair the Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. The Optimum Small Cap Growth Fund and Optimum Small Cap Value Fund invest a significant portion of their assets in small companies and may be subject to certain risks associated with ownership of securities of small companies. Investments in small-sized companies may be more volatile than investments in larger companies for a number of reasons, which include limited financial resources or a dependence on narrow product lines. 11. CONTRACTUAL OBLIGATIONS The Funds enter into contracts in the normal course of business that contain a variety of indemnifications. The Funds' maximum exposure under these arrangements is unknown. However, the Funds have not had claims or losses pursuant to these contracts. Management has reviewed the Funds' existing contracts and expects the risk of loss to be remote. 66 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 12. INDUSTRY ALLOCATION As of March 31, 2004, the foreign bond holdings of the Optimum Fixed Income Fund, classified by type of business, were as follows: Percentage Industry of net assets - -------------------------- ------------- Banking & Finance 2.01% Cable, Media & Publishing 0.20% Chemicals 0.21% Energy 1.02% Foreign Government 9.27% Holding Companies 0.07% Industrial Machinery 0.59% Insurance 0.06% Metals & Mining 0.63% Paper & Forest Products 0.58% Semiconductors 0.17% Supranational 0.72% Telecommunications 0.89% Utilities 0.07% -------- Total 16.49% -------- As of March 31, 2004, the Optimum International Fund's investment in equity securities classified by type of business were as follows: Percentage Industry of net assets - -------------------------- ------------- Airlines 0.49% Automobiles & Components 4.00% Banking & Finance 18.35% Buildings & Materials 2.34% Business Services 1.31% Cable, Media & Publishing 6.74% Chemicals 2.04% Computers & Technology 2.76% Electronics & Electrical Equipment 14.65% Energy 6.86% Food, Beverage & Tobacco 1.73% Healthcare & Pharmaceuticals 6.63% Insurance 2.19% Leisure, Lodging & Entertainment 4.08% Metals & Mining 2.32% Packaging & Containers 1.03% Paper & Forest Products 0.56% Real Estate 0.50% Retail 5.42% Semiconductors 1.74% Telecommunications 5.86% Transportation & Shipping 1.73% Utilities 0.31% -------- Total 93.64% -------- 13. SUBSEQUENT EVENT On May 5, 2004, Delaware Management Holdings Corp., a parent company of DIAL, signed a Limited Liability Interest Purchase Agreement to sell DIAL and its direct parent companies, Delaware International Holdings Ltd. and DIAL Holding Company, Inc., to Atlantic Value Partners (No. 3) Ltd., a newly formed joint venture involving Hellman & Friedman, LLC, a private equity firm, and certain members of DIAL's management. Upon the closing, the Funds' advisory or sub-advisory agreement, as applicable, with DIAL will automatically terminate. The Funds' Boards will consider appropriate action relating to this matter at its upcoming meeting, and necessary shareholder approval will be sought. 67 NOTES TO FINANCIAL STATEMENTS (CONTINUED) OPTIMUM FUND TRUST 14. TAX INFORMATION (UNAUDITED) The information set forth below is for each Fund's fiscal year as required by federal laws. Shareholders, however, must report distributions on a calendar year basis for income tax purposes, which may include distributions for portions of two fiscal years of a fund. Accordingly, the information needed by shareholders for income tax purposes will be sent to them in January of each year. Please consult your tax advisor for proper treatment of this information. For the fiscal year ended March 31, 2004, each Fund designates distributions paid during the year as follows: (A) (B) Long-Term Capital Ordinary Income Total (C) Gains Distributions Distributions* Distributions Qualifying (Tax Basis) (Tax Basis) (Tax Basis) Dividends(1) ------------------ -------------- ------------ ------------ Optimum Fixed Income Fund -- 100% 100% 1% Optimum International Fund -- 100% 100% -- Optimum Large Cap Value Fund -- 100% 100% 100% Optimum Small Cap Value Fund -- 100% 100% 11% (A) and (B) are based on a percentage of each Fund's total distributions. (C) is based on a percentage of ordinary income of each Fund. (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. * For the fiscal year ended March 31, 2004 certain dividends paid by the Optimum Fixed Income Fund may be subject to a maximum tax rate of 15%, as provided for by the Jobs and Growth Tax Relief Reconciliation Act of 2003. The Optimum Fixed Income Fund intends to designate up to a maximum amount of $8,975 to be taxed at a maximum rate of 15%. Complete information will be computed and reported in conjunction with your 2004 Form 1099-DIV. 15. SHAREHOLDER MEETING (UNAUDITED) On March 30, 2004, shareholders of Optimum Small Cap Growth Fund approved a new additional sub-adviser, Oberweis Asset Management, Inc. ("Oberweis") for the Fund. Oberweis began serving as sub-adviser to the Fund on April 1, 2004. The description of the proposal and number of shares voted are as follows: 1. To approve or disapprove a new Sub-Advisory Agreement between Delaware Management Company, a series of Delaware Management Business Trust, and Oberweis Asset Management, Inc. ("Oberweis") whereby Oberweis would have co-management responsibility for providing investment advisory services to the Fund. Number % of % of Of Shares Outstanding Shares Shares Voted ------------ ------------------ ------------ Affirmative 683,232.079 49.460% 96.766% Against 12,193.000 0.882 1.727 Abstain 10,638.000 0.770 1.507 ----------- ------ ------- Total 706,063.079 51.112 100.000 Fund Totals: Record Total 1,381,394.969 Voted Shares 706,063.079 Percent Voted 51.112% 68 REPORT OF INDEPENDENT AUDITORS To the Shareholders and Board of Trustees Optimum Fund Trust We have audited the accompanying statements of net assets and statements of assets and liabilities of Optimum Fund Trust (comprised of, respectively, Optimum Fixed Income Fund, Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small Cap Growth Fund, and Optimum Small Cap Value Fund (the "Funds")) as of March 31, 2004, and the related statements of operations, statements of changes in net assets, and financial highlights for the period August 1, 2003 (commencement of operations) through March 31, 2004. These financial statements and financial highlights are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of March 31, 2004, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds constituting Optimum Fund Trust at March 31, 2004, and the results of their operations, the changes in their net assets, and their financial highlights for the period August 1, 2003 (commencement of operations) through March 31, 2004, in conformity with accounting principles generally accepted in the United States. /s/ Ernst + Young LLP Philadelphia, Pennsylvania May 7, 2004 69 OPTIMUM FUND TRUST BOARD OF TRUSTEES AND OFFICERS ADDENDUM A mutual fund is governed by a Board of Trustees which has oversight responsibility for the management of a fund's business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor and others that perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. The following is a list of the Trustees and Officers with certain background and related information. PRINCIPAL NUMBER OF OTHER NAME, POSITION(S) OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS ADDRESS HELD WITH LENGTH OF TIME DURING COMPLEX OVERSEEN HELD BY AND BIRTHDATE FUND(S) SERVED PAST 5 YEARS BY TRUSTEE(1) TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES MARK S. CASADY(2) Trustee April 21, President and Chief Operating 6 None 2005 Market Street 2003 to Officer - LPL Financial Services Philadelphia, PA present (2002 - Present) 19103 September 21, 1960 Managing Director - Scudder Investments (1994-2002) JUDE T. DRISCOLL(2) Trustee, President July 17, 2003 President and Chief Executive 6 None(1) 2005 Market Street and Chief to present Officer - Delaware Investments Philadelphia, PA Executive Officer (January 2003 - Present) 19103 March 10, 1963 Executive Vice President and Head of Fixed Income - Delaware Investment Advisers, a series of Delaware Management Business Trust (August 2000 - January 2003) Senior Vice President and Director of Fixed-Income Process - Conseco Capital Management (June 1998-August 2000) Managing Director - NationsBanc Capital Markets (February 1996-June 1998) DAVID KITTREDGE(2) Trustee July 17, 2003 Mr. Kittredge has served in 6 None 2005 Maret Street to present various management positions Philadelphia, PA at different times at 19103 Lincoln Financial Group. July 27, 1962 - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES NICHOLAS D. CONSTAN Trustee July 17, 2003 Adjunct Professor - 6 None 2005 Market Street to present University of Pennsylvania Philadelphia, PA (1972 - Present) 19103 October 24, 1938 WILLIAM W. HENNIG Trustee July 17, 2003 Private Investor 6 None 2005 Market Street to present Philadelphia, PA 19103 July 17, 1930 DURANT ADAMS HUNTER Trustee July 17, 2003 Chief Executive Officer and 6 None 2005 Market Street to present Executive Recruiter - Philadelphia, PA Whitehead MANN Inc. 19103 (Executive Recruiting) (1992 - Present) November 25, 1948 70 PRINCIPAL NUMBER OF OTHER NAME, POSITION(S) OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS ADDRESS HELD WITH LENGTH OF TIME DURING COMPLEX OVERSEEN HELD BY AND BIRTHDATE FUND(S) SERVED PAST 5 YEARS BY TRUSTEE(1) TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES (CONTINUED) KENNETH R. LEIBLER Trustee July 17, 2003 Chairman and Chief Executive 6 None 2005 Market Street to present Officer - Boston Stock Exchange Philadelphia, PA (2001 - Present) 19103 February 21, 1949 President and Chief Executive Officer - Liberty Financial Companies (Financial Services) (1995 - 2000) STEPHEN PAUL MULLIN Trustee July 17, 2003 President - Econsult Corporation 6 None 2005 Market Street to present (Economic Consulting) Philadelphia, PA (2000 - Present) 19103 Director and Treasurer - February 8, 1956 Historical Society of Pennsylvania (Non-profit) (1996-Present) Director and Independence Visitor Center (Non-profit) (2000 - Present) Adjunct Lecturer - University of Pennsylvania (1992 - Present) Adjunct Lecturer - Drexel University (1999 - Present) ROBERT A. RUDDELL(3) Trustee July 17, 2003 Director - Medtox Scientific 6 None 2005 Market Street to present (Clinical Lab) Philadelphia, PA (2002 - Present) 19103 Director - Search Institute September 6, 1948 (Social research) (2002 - Present) Chief Operating Officer - ZSI (Asset Management) (1998 - 2002) Managing Director - Scudder, Stevens, Clark (Asset Management/401(k)) (1996 - 1998) JON EDWARD SOCOLOFSKY Trustee July 17, 2003 Private Investor 6 None 2005 Market Street (2002 - Present) Philadelphia, PA 19103 Senior Vice President - The Northern Trust March 27, 1946 (Trust Bank) (1970 - 2001) PRINCIPAL NUMBER OF OTHER NAME, POSITION(S) OCCUPATION(S) PORTFOLIOS IN FUND DIRECTORSHIPS ADDRESS HELD WITH LENGTH OF TIME DURING COMPLEX OVERSEEN HELD BY AND BIRTHDATE FUND(S) SERVED PAST 5 YEARS BY OFFICER(1) OFFICER - ----------------------------------------------------------------------------------------------------------------------------------- OFFICERS JOSEPH H. HASTINGS Executive Executive Mr. Hastings has served in 6 None 2005 Market Street Vice President Vice President various executive capacities Philadelphia, PA and and at different times at 19103 Chief Financial Chief Financial Delaware Investments. Officer Officer since December 19, 1949 August 21, 2003 RICHELLE S. MAESTRO Executive Vice Chief Legal Ms. Maestro has served in 6 None 2005 Market Street President, Chief Officer since various executive capacities Philadelphia, PA Legal Officer March 17, 2003 at different times at 19103 and Secretary Delaware Investments. November 26, 1957 MICHAEL P. BISHOF Senior Vice President 8 Years Mr. Bishof has served in 6 None 2005 Market Street and Treasurer various executive capacities Philadelphia, PA at different times at 19103 Delaware Investments. August 18, 1962 (1) The term "Fund Complex" refers to the Funds in the Optimum Funds Trust. Messrs. Driscoll, Bishof, and Hastings and Ms. Maestro also serve in similar capacities for the Delaware Investments Family of Funds, a fund complex also managed and distributed by Delaware Investments with 98 funds. (2) "Interested persons" of the Funds by virtue of their executive and management positions or relationships with the Fund's service providers or sub-service providers. (3) Pursuant to rules under the 1940 Act, it is possible that Mr. Rudell might be considered an "interested person" of the Trust until March 31, 2004, because of his prior executive positions and relationship with a predecessor to Scudder Investments, a sub-adviser to Optimum Fixed Income Fund. Nevertheless, due to the remote and technical nature of such interest, the Trust will compensate Mr. Rudell as an independent Trustee. Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Trust's manager, principal underwriter and service agent. 71 This annual report is for the information of Optimum Fund Trust shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Optimum Trust Funds and the Delaware Investments Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of each Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results which are not a guarantee of future results. The return and principal value of an investment in each Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. BOARD OF TRUSTEES AFFILIATED OFFICERS CONTACT INFORMATION MARK S. CASADY JOSEPH H. HASTINGS INVESTMENT MANAGER President and Chief Operating Officer Senior Vice President and Delaware Management Company LPL Financial Services Chief Financial Officer Philadelphia, PA Optimum Fund Trust JUDE T. DRISCOLL Philadelphia, PA INTERNATIONAL AFFILIATE Chairman Delaware International Advisers Ltd. Delaware Investments Family of Funds RICHELLE S. MAESTRO London, England Executive Vice President, DAVID KITTREDGE General Counsel and Secretary NATIONAL DISTRIBUTOR Vice President Optimum Fund Trust Delaware Distributors, L.P. Lincoln Financial Distributors, Inc. Philadelphia, PA Philadelphia, PA NICHOLAS D. CONSTAN MICHAEL P. BISHOF SHAREHOLDER SERVICING, DIVIDEND Adjunct Professor - University of Pennsylvania Senior Vice President and Treasurer DISBURSING AND TRANSFER AGENT Optimum Fund Trust Delaware Service Company, Inc. WILLIAM W. HENNIG Philadelphia, PA 2005 Market Street Private Investor Philadelphia, PA 19103-7094 DURANT ADAMS HUNTER FOR SHAREHOLDERS Chief Executive Officer and Executive Recruiter 800 523-1918 Whitehead MANN Inc. (Executive Recruiting) FOR SECURITIES DEALERS AND FINANCIAL KENNETH R. LEIBLER INSTITUTIONS REPRESENTATIVES ONLY Chairman and Chief Executive Officer - 800 362-7500 Boston Stock Exchange STEPHEN PAUL MULLIN Principal - Econsult Corporation ROBERT A. RUDELL Director - Medtox Scientific JON EDWARD SOCOLOFSKY Private Investor - -------------------------------------------------------------------------------- A description of the policies and procedures that the Funds use to determine how to vote proxies (if any) relating to portfolio securities is available without charge (i) upon request, by calling 800-914-0278, (ii) on the Funds website at http://www.optimummutualfunds.com; and (iii) on the Commission's website at http://www.sec.gov.; and beginning no later than August 31, 2004, information (if any) regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) through the Funds website at http://www.optimummutualfunds.com; and (ii) on the Commission's website at http://www.sec.gov. - -------------------------------------------------------------------------------- (8698) Printed in the USA AR-901 [3/04] IVES 5/04 J9655 Item 2. Code of Ethics The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. A copy of the registrant's Code of Business Ethics has been posted on its internet website at www.optimummutualfunds.com. Any amendments to the Code of Business Ethics, and information on any waiver from its provisions granted by the registrant, will also be posted on this website within five business days of such amendment or waiver and will remain on the website for at least 12 months. Item 3. Audit Committee Financial Expert The registrant's Board of Trustees/Directors has determined that each member of the registrant's Audit Committee is an audit committee financial expert, as defined below. For purposes of this item, an "audit committee financial expert" is a person who has the following attributes: a. An understanding of generally accepted accounting principles and financial statements; b. The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; c. Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities; d. An understanding of internal controls and procedures for financial reporting; and e. An understanding of audit committee functions. An "audit committee financial expert" shall have acquired such attributes through: a. Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions; b. Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions; c. Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or d. Other relevant experience. The registrant's Board of Trustees/Directors has also determined that each member of the registrant's Audit Committee is independent. In order to be "independent" for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Trustees/Directors or any committee thereof, accept directly or indirectly any consulting, advisory or other compensatory fee from the issuer; or (ii) be an "interested person" of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940. The names of the audit committee financial experts on the registrant's Audit Committee are set forth below: Jon E. Socolofsky Robert A. Rudell Item 4. Principal Accountant Fees and Services (a) Audit fees. The aggregate fees billed for services provided to the Registrant by its independent auditors for the audit of the Registrant's annual financial statements and for services normally provided by the independent auditors in connection with statutory and regulatory filings or engagements were $93,500 for the fiscal year ended March 31, 2004. (b) Audit-related fees. The aggregate fees billed by the Registrant's independent auditors for services relating to the performance of the audit of the Registrant's financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. The aggregate fees billed by the Registrant's independent auditors for services relating to the performance of the audit of the financial statements of the Registrant's investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $12,100 for the Registrant's fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These audit-related services were as follows: preparation of report concerning transfer agents' system of internal accounting control pursuant to Rule 17ad-13 of the Securities and Exchange Act. (c) Tax fees. The aggregate fees billed by the Registrant's independent auditors for tax-related services provided to the Registrant were $12,000 for the fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax return and excise tax return. The aggregate fees billed by the Registrant's independent auditors for tax-related services provided to the Registrant's investment adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant's fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. (d) All other fees. The aggregate fees billed for all services provided by the independent auditors to the Registrant other than those set forth in paragraphs (a), (b) and (c) of this Item were $0 for the fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. The aggregate fees billed for all services other than those set forth in paragraphs (b) and (c) of this Item provided by the Registrant's independent auditors to the Registrant's adviser(s) and other service providers under common control with the adviser(s) and that relate directly to the operations or financial reporting of the Registrant were $0 for the Registrant's fiscal year ended March 31, 2004. The percentage of these fees relating to services approved by the Registrant's Audit Committee pursuant to the de minimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. (e) The Registrant's Audit Committee has not established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X. (f) Not applicable. (g) The aggregate non-audit fees billed by the Registrant's independent auditors for services rendered to the Registrant and to its investment adviser(s) and other service providers under common control with the adviser(s) were $167,475 for the Registrant's fiscal years ended March 31, 2004. (h) In connection with its selection of the independent auditors, the Registrant's Audit Committee has considered the independent auditors' provision of non-audit services to the Registrant's investment adviser(s) and other service providers under common control with the adviser(s) that were not required to be pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X. The Audit Committee has determined that the independent auditors' provision of these services is compatible with maintaining the auditors' independence. Item 5. Audit Committee of Listed Registrants Not applicable. Item 6. [Reserved] Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable. Item 9. Submission of Matters to a Vote of Security Holders. Not applicable. Item 10. Controls and Procedures The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of the filing of this report and have concluded that they are effective in providing reasonable assurance that the information required to be disclosed by the registrant in its reports or statements filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. There were no significant changes in the registrant's internal control over financial reporting that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. Item 11. Exhibits (a) (1) Code of Ethics Not applicable. (2) Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 30a-2 under the Investment Company Act of 1940 are attached hereto as Exhibit 99.CERT. (3) Written solicitations to purchase securities pursuant to Rule 23c-1 under the Securities Exchange Act of 1934. Not applicable. (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are furnished herewith as Exhibit 99.906CERT. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf, by the undersigned, thereunto duly authorized. NAME OF REGISTRANT: JUDE T. DRISCOLL - ------------------------- By: Jude T. Driscoll ------------------ Title: Chairman Date: 6-1-04 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. JUDE T. DRISCOLL - ------------------------- By: Jude T. Driscoll Title: Chairman ------------------ Date: 6-1-04 JOSEPH H. HASTINGS - ------------------------------- By: Joseph H. Hastings ------------------------ Title: Chief Financial Officer Date: 6-1-04