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: 881-21335 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: March 31 Date of reporting period: March 31, 2005 Item 1. Reports to Stockholders Delaware Investments(R) ----------------------------------- A member of Lincoln Financial Group ANNUAL REPORT MARCH 31, 2005 - -------------------------------------------------------------------------------- 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 [LOGO] POWERED BY RESEARCH.(SM) TABLE OF CONTENTS - ----------------------------------------------------------------- PORTFOLIO MANAGEMENT REVIEW: Optimum Fixed Income Fund 1 Optimum International Fund 6 Optimum Large Cap Growth Fund 10 Optimum Large Cap Value Fund 14 Optimum Small Cap Growth Fund 18 Optimum Small Cap Value Fund 22 - ----------------------------------------------------------------- DISCLOSURE OF FUND EXPENSES 26 - ----------------------------------------------------------------- SECTOR ALLOCATION 28 - ----------------------------------------------------------------- FINANCIAL STATEMENTS: Statements of Net Assets 32 Statements of Assets and Liabilities 57 Statements of Operations 58 Statements of Changes in Net Assets 59 Financial Highlights 62 Notes to Financial Statements 68 - ----------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 76 - ----------------------------------------------------------------- BOARD OF TRUSTEES/OFFICERS 77 - ----------------------------------------------------------------- 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)2005 Delaware Distributors, L.P. PORTFOLIO OPTIMUM FIXED INCOME FUND MANAGEMENT REVIEW April 5, 2005 ADVISOR Delaware Management Company (DMC) SUB-ADVISOR Deutsche Investment Management Americas Inc. (DIMA Inc.) The Federal Reserve Open Market Committee began a "measured pace" of monetary tightening during the 12-month period ended March 31, 2005 in which the federal funds target rate was raised a total of 1.75% since June 2004. During the period, two-year Treasuries picked up 2.20% in yield while 10-year Treasuries remained mostly range-bound and picked up only 0.65%. For the 12 months ended March 31, 2005, the Fund returned 2.59% (Class A shares at net asset value with distributions reinvested), bettering its benchmark, the Lehman Brothers U.S. Aggregate Bond Index, which returned 1.15% for the period. The Fund seeks a high level of income and may also seek growth of capital. The Fund's advisor, DMC, manages one portion of the Fund. It also selected a sub-advisor to manage another portion of the Fund's assets. The sub-advisor selects investments for its portion of the Fund based on its own investment style and strategy, which is generally intended to complement DMC's style. Within its portion of the Fund, DMC 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 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 DMC's and DIMA, Inc.'s investment approach, please see the Fund's prospectus. DIMA INC. Q: CAN YOU PROVIDE SOME BACKGROUND ON THE FIXED-INCOME MARKETS DURING THE PERIOD? A: The bond market returned 1.15% for the 12-month period ended March 31, 2005, as measured by the Lehman Brothers U.S. Aggregate Bond Index. Mortgages, both single-family and commercial, benefited from muted volatility and outperformed versus Treasuries. Corporate bonds also provided strong returns for the period despite underperforming Treasuries in the most recent calendar quarter ended March 31, 2005. Q: CAN YOU ELABORATE ON YOUR STRATEGIES FOR THE FUND? A: Our strategy is predicated on the investment philosophy that the only way to consistently add value is through strict bottom-up approach, capitalizing on the inefficiencies inherent in the bond market. Therefore, we focus our efforts on a disciplined process of individual security selection and avoid such techniques as interest rate forecasting or sector rotation that cannot be relied upon to consistently add value. For the reporting period, we outperformed the Fund's benchmark index on the strength of this process. While, generally, our investments in all non-Treasury sectors contributed to performance, our security selection within each sector further aided returns. In corporate bonds, our outweighted position to media cable, utility and insurance versus our benchmark added to performance, as these were among the better-performing sub-sectors for the period. In the important auto segment, we maintained a market weighting, but at the shorter end of the yield curve and, thus, reduced the impact of the negative headline events in this sector during the period. Our approach typically favors more structured mortgages (CMOs) not found in the benchmark index, which perform better during periods of volatility. We added to our overweighted position in this segment during the period as volatility remained low and relative valuations were compelling. Although the pass-through component of our mortgage portfolio kept pace with the performance of the Lehman Brothers Mortgage Index on an absolute basis, our underweight to generic mortgages detracted from returns relative to the benchmark during the period. However, our investments in structured mortgages offset this underperformance and, therefore, investments in a combination of pass-throughs and CMOs resulted in returns comparable to that of the index. Asset-backed securities also helped performance, especially our holdings in the home equity sub-sector. Our underweighted position in manufactured housing, though, diminished returns as real-estate-related sub-sectors were the best-performing for the period. 1 DMC Q: WHAT FACTORS INFLUENCED PERFORMANCE IN YOUR PART OF THE FUND? A: Interest rate volatility resurfaced this year for the first time since April/May 2004. During the 12-month period ended March 31, 2005, the Federal Reserve raised the fed funds rate by 25 basis points seven times. Commodity prices, higher growth prospects and dollar strength all weighed on the bond market. In high yield securities' portion of the Fund, security selection and quality decision (BB vs. CCC) helped us generate breakeven relative return during the challenging first quarter of 2005. In emerging markets, asset prices remained relatively strong in spite of a sell off in the U.S. Treasury market during the first quarter of 2005. Core emerging market positions benefited the portfolio and contributed modestly to return, although we remained at the low end of our emerging market exposure range at the end of the fiscal year. Our portion of the Fund continued to include a strategic mix of investment-grade, high-yield, and international fixed income bonds. In the investment-grade section of our portfolio, research and trading efforts have remained focused on corporate bonds that display potential given our outlook for future ratings upgrades or downgrades. Higher-quality, short-dated high-yield situations were an overriding theme in the high-yield portion of our portfolio. In the international markets, our focus during the second part of the fiscal year was to reduce risk and take profits opportunistically. We shifted our views away from commodity-driven economies such as Australia and New Zealand and have been cautious with our positioning, in order to be prepared to take advantage of any future revaluation of the renmimbi by China. 2 This page intentionally left blank. 3 PERFORMANCE SUMMARY OPTIMUM FIXED INCOME FUND 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 and is subject to change. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +2.59 +5.64% Including Sales Charge -2.00 +2.77% - -------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +1.88 +5.03% Including Sales Charge -2.08 +3.27% - -------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +1.88 +5.03% Including Sales Charge +0.89 +5.03% - -------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum Fixed Income Fund's Institutional Class were 6.02% and 2.96%, respectively. 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 investors. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 4 PERFORMANCE SUMMARY OPTIMUM FIXED INCOME FUND FUND BASICS As of March 31, 2005 - --------------------------------------------- FUND OBJECTIVES: The Fund seeks a high level of income and may also seek growth of capital. - --------------------------------------------- TOTAL FUND NET ASSETS: $320.0 million - --------------------------------------------- NUMBER OF HOLDINGS: 804 - --------------------------------------------- - --------------------------------------------- FUND START DATE: August 1, 2003 - --------------------------------------------- ADVISOR: Delaware Management Company - --------------------------------------------- SUB-ADVISOR: DIMA Inc. - --------------------------------------------- CUSIP NUMBERS: Class A 246118-68-1 Class B 246118-67-3 Class C 246118-66-5 Institutional 246118-65-7 - --------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 OPTIMUM FIXED LEHMAN BROTHERS INCOME FUND - AGGREGATE BOND CLASS A SHARES INDEX -------------- --------------- 8/1/2003 $9,550 8/31/2003 $9,595 $10,000 9/30/2003 $9,853 $10,265 10/31/2003 $9,786 $10,170 11/30/2003 $9,831 $10,194 12/31/2003 $9,964 $10,298 1/31/2004 $10,043 $10,380 2/29/2004 $10,123 $10,493 3/31/2004 $10,202 $10,571 4/30/2004 $9,963 $10,324 5/31/2004 $9,917 $10,276 6/30/2004 $9,974 $10,335 7/31/2004 $10,065 $10,430 8/31/2004 $10,261 $10,632 9/30/2004 $10,318 $10,692 10/31/2004 $10,445 $10,823 11/30/2004 $10,434 $10,812 12/31/2004 $10,548 $10,930 1/31/2005 $10,583 $10,967 2/28/2005 $10,560 $10,942 3/31/2005 $10,466 $10,845 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. Effective September 1, 2004, DMC assumed responsibility for day-to-day management of international sector within the portion of the Fund managed by DMC in connection with the termination of a previous sub-advisory agreement. 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 5 PORTFOLIO OPTIMUM INTERNATIONAL FUND MANAGEMENT REVIEW April 5, 2005 SUB-ADVISORS Mondrian Investment Partners Limited (Mondrian) Marsico Capital Management, LLC (Marsico Capital) The Optimum International Fund underperformed the MSCI EAFE Index for the twelve-month period ending March 31, 2005. The Fund had a total return of +10.62% (Class A shares at net asset value with distributions reinvested), while the MSCI EAFE Index had a total return of +15.06% for the period.(1) Gains were widespread; nine of the ten economic sectors in the index had returns in excess of 10%, with energy, utilities and materials as the best overall sector performers. Currency was a major story in international equity markets during the last year, as the U.S. dollar was under sustained downward pressure throughout much of the period. 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 Mondrian 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. MARSICO CAPITAL Q: CAN YOU DESCRIBE WHICH AREAS BENEFITED THE FUND? A: The Marsico Capital Management portion of the Fund was significantly overweighted in the hotels, restaurants and leisure industry versus the benchmark index. This posture benefited the portfolio. Companies in this industry, such as Wynn Resorts and Shangri-La Asia, posted strong returns and were among the portfolio's top contributors. Select holdings also performed well for the period. A position in Japanese retailer Yamada Denki emerged as a top contributor to performance. Energy companies Total and Talisman Energy as well as financial sector companies UBS AG and HSBC Holdings also were strong performers. (HSBC Holdings was sold prior to March 31, 2005.) Q: WHICH AREAS DETRACTED FROM THE FUND'S PERFORMANCE? A: Stock selection in two different industry groups within the consumer discretionary sector had a material negative impact on performance for the period. In the media industry, positions in EMI Group, Sony, and News Corp. (prior to being sold) were among the largest detractors from performance on an individual stock level. An overweighted posture in media relative to the benchmark index further hurt performance. In the consumer durables and apparel industry, positions in Yamaha and Philips Electronics were laggards. Yamaha and Philips were sold from the Marsico sleeve of the portfolio prior to the end of the reporting period. The portfolio maintained an overweighted posture in the information technology sector for much of the period. This positioning detracted from performance, as information technology was the weakest-performing sector of the benchmark index. Select holdings in the information technology sector also detracted from performance. Samsung Electronics, Ericsson LM and Trend Micro struggled during the period. Stock selection in the financials sector was another area of weakness in the fund. Specifically, holdings Kookmin Bank, Mitsubishi Tokyo Financial, and Man Group performed poorly during the period they were held in the portfolio. (Kookmin Bank and Man Group were not held in the portfolio as of March 31, 2005.) The portfolio's performance shortfall compared to its benchmark was also attributable to currency-related factors. Although the U.S. dollar stabilized somewhat late in the period compared to major world currencies, it was relatively weak for much of the reporting period. The portfolio did not receive the same overall "lift" in performance as the benchmark index because not all of its assets were denominated in foreign currencies. As of March 31, 2005, the portfolio's largest economic sector-related allocations were financials, consumer discretionary, and energy. The portfolio's largest country allocations included Japan, France, United Kingdom, and Switzerland. (1) Source: Lipper LANA Fund Analyzer 6 MONDRIAN Q: WHAT FACTORS HAVE BEEN INFLUENCING THE PORTFOLIO AND GLOBAL EQUITY MARKETS IN GENERAL? A: After international equity markets generally ended 2004 on a high note in the fourth quarter, international equity prices struggled to make progress in the period ending March 31, 2005. This came against the backdrop of rising oil prices, heightened concerns about U.S. interest rates, and a subdued outlook for growth in the euro zone and Japanese economies. These markets could not sustain the momentum of a strong fourth quarter of 2004 that had positive returns recorded in all markets in local currency terms, along with exchange rate movements, which boosted investors' returns in U.S. dollars. Demand for oil grew by 3.5% in 2004, the biggest increase since 1980. This was driven mainly by a remarkable 16% growth in Chinese demand, but also by strong gasoline consumption in the U.S. With inventories low and supply disrupted in certain areas, OPEC's spare capacity has fallen. This, combined with the continued security worries in Saudi Arabia and Iraq, has contributed to oil prices reaching 15-year highs in real (inflation-adjusted) terms. Following a period of strength, international currencies weakened against the U.S. dollar in the period ended March 31, 2005. Also of note, leaders of the European Union (EU) agreed to reform the Stability and Growth Pact (SPG), which has placed contextual limits as to the manner member states may run budget deficits. While deficits are still intended not to breach three percent of a member nation's GDP, situations are to be added in which violations may be tolerated, as with a nation introducing strategic economic reforms. Also, countries having breached the three percent cap are to be allowed added time with which to achieve compliance. Q: WHAT STRATEGIES DID YOU PURSUE DURING THE FISCAL YEAR? A: As always, Mondrian remains focused on selecting securities with strong value orientations and strong cash flows, using a dividend discount methodology. Throughout the year, we maintained an underweight position to what we believe to be overvalued Japanese and U.S markets and an overweight exposure to the attractively valued Australasian markets. At fiscal year end, we held an underweight position overall in continental Europe, with selected markets overweight. Additionally, we continued to reduce our effective exposure to UK sterling by partially hedging our currency exposure. 7 PERFORMANCE SUMMARY OPTIMUM INTERNATIONAL FUND 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 and is subject to change. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +10.62 +21.80% Including Sales Charge +4.27 +17.54% - -------------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +9.91 +20.99% Including Sales Charge +5.91 +19.27% - -------------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +10.01 +21.05% Including Sales Charge +9.01 +21.05% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum International Fund's Institutional Class were 22.24% and 11.08%, respectively. 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 investors. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 8 PERFORMANCE SUMMARY OPTIMUM INTERNATIONAL FUND FUND BASICS As of March 31, 2005 - ----------------------------------------------------------------------- ------------------------------------------------------- FUND OBJECTIVES: FUND START DATE: The Fund seeks long-term growth of capital and may also seek income. August 1, 2003 - ----------------------------------------------------------------------- ------------------------------------------------------- TOTAL FUND NET ASSETS: SUB-ADVISORS: $97.4 million Mondrian - ----------------------------------------------------------------------- NUMBER OF HOLDINGS: Marsico Capital ------------------------------------------------------- 104 CUSIP NUMBERS: - ----------------------------------------------------------------------- Class A 246118-73-1 Class B 246118-72-3 Class C 246118-71-5 Institutional 246118-69-9 ------------------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 OPTIMUM INTERNATIONAL FUND PERFORMANCE OF $10,000 INVESTMENT CHART ------------------------------------------------------------------ OPTIMUM INTERNATIONAL CLASS A SHARES MSCI EAFE INDEX 8/1/2003 $9,425 8/31/2003 $9,602 $10,000 9/30/2003 $9,768 $10,310 10/31/2003 $10,423 $10,954 11/30/2003 $10,633 $11,199 12/31/2003 $11,305 $12,075 1/31/2004 $11,516 $12,245 2/29/2004 $11,760 $12,531 3/31/2004 $11,836 $12,606 4/30/2004 $11,537 $12,331 5/31/2004 $11,525 $12,369 6/30/2004 $11,721 $12,661 7/31/2004 $11,396 $12,252 8/31/2004 $11,373 $12,308 9/30/2004 $11,732 $12,632 10/31/2004 $12,091 $13,064 11/30/2004 $12,786 $13,960 12/31/2004 $13,250 $14,573 1/31/2005 $12,902 $14,307 2/28/2005 $13,429 $14,927 3/31/2005 $13,092 $14,559 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 9 PORTFOLIO OPTIMUM LARGE CAP GROWTH FUND MANAGEMENT REVIEW April 5, 2005 SUB-ADVISORS T. Rowe Price Associates, Inc. (T. Rowe Price) Marsico Capital Management, LLC (Marsico Capital) The Optimum Large Cap Growth Fund outperformed its primary benchmark index, the Russell 1000 Growth Index, for the year ending March 31, 2005. The Fund had a total return of +4.70% (Class A shares at net asset value with distributions reinvested), while the benchmark index had a total return of +1.16% for the period. The Optimum Large Cap Growth Fund seeks long-term growth of capital. 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 T. Rowe Price mostly seeks investments in companies with the ability to pay increasing dividends through strong cash flow. Sub-advisor Marsico Capital uses a more growth-oriented approach, which combines "top-down" economic analysis with "bottom-up" stock selection. For more on each sub-advisor's investment approach, please see the Fund's prospectus. T. ROWE PRICE Q: WHAT WAS THE MARKET ENVIRONMENT LIKE DURING THE FISCAL YEAR? A: U.S. stocks posted a solid but unspectacular gain for the 12-month period ended March 31, 2005. Rising oil prices-which briefly reached a 22-year high-and a gradual increase in short-term interest rates challenged stocks and prompted periods of weakness. However, the market ultimately gained ground thanks to economic and corporate profit growth, brisk merger activity, and a late-2004 rally that was inspired by a short-lived drop in oil prices and an uncontested presidential election result. Investors continued to retrench to value and defensive sectors. Growth stocks lagged value across all market capitalizations, particularly among large-caps. In the large-cap universe, energy stocks strongly outpaced other sectors, but utilities, materials, and industrials also performed very well. In contrast, stocks in the information technology and financials sectors fell. Q: CAN YOU PLEASE PROVIDE SOME HIGHLIGHTS FROM THE PORTFOLIO? A: Strong stock selection in multiple sectors was the primary driver of our relative outperformance. Within the information technology sector, our positions held up far better than the benchmark. Research in Motion, maker of the popular Blackberry wireless device, was a significant contributor to relative results, as was Adobe Systems, which has been on an exceptional run for the past two years. The Fund also benefited from strong holdings in the materials sector, which has been riding a China-driven commodities boom. In particular, metals and mining stocks Nucor and BHP Billiton have advanced on strong demand and thin supply, providing a boost to our relative results. Of course, not all our stock choices were standouts. Although we overweighted the surging energy sector, some of the benefits of that position were offset by lagging holdings. Schlumberger, for example, was among the portfolio's largest detractors within the energy sector, despite posting a solid double-digit gain. Individual holdings in the consumer discretionary and industrials and business services sectors were also relatively weak. Our current view is that the U.S. economy and developed markets worldwide will continue to expand for the remainder of the year, although at a slower pace than in 2004. This growth should be accompanied by slightly higher inflation and interest rates, resulting in positive but not spectacular equity market returns. In this environment, large-capitalization growth stocks, especially companies with sustainable double-digit earnings and cash-flow growth, offer solid risk/reward comparisons at current prices and have the potential to outperform most other asset classes as economic growth moderates. 10 MARSICO CAPITAL Q: WHAT INFLUENCED PERFORMANCE IN YOUR PART OF THE FUND? A: The largest performance contributor for the Marsico portion of the Fund during the year was stock selection and posture in the healthcare equipment and services industry. UnitedHealth Group, a long-time major holding in the portfolio, was one of the portfolio's largest contributors for the year, and an overweight posture versus the benchmark index also benefited performance. The company provides a wide variety of healthcare services, has a dominant (and growing) market share position in a steadily growing industry, and, in our opinion, makes tremendous use of "outcome-based" technology and databases in identifying appropriate healthcare solutions for its clients. Biotechnology company Genentech also was a strong performer. Stock selection in the consumer discretionary sector, an area overweighted in the Marsico portion of the portfolio, was also a positive contributor. Stocks in the hotels, restaurants and leisure industry, such as Wynn Resorts and Mandalay Resort Group, were significant contributors. (Mandalay Resort Group was not held in the portfolio as of March 31, 2005.) In addition, consumer-related companies such as Starbucks, Nike, and homebuilder KB Home also enhanced the portfolio's performance. Industrial companies Caterpillar, FedEx, and General Electric also posted solid gains. We believe these companies may benefit from growth in "emerging market" countries such as China and India. One of the portfolio's largest individual stock contributors was in the tech hardware and equipment industry, namely communications equipment producer Qualcomm. Q: WHICH HOLDINGS DETRACTED FROM PERFORMANCE? A: For much of the year, the Marsico portion of the Fund had little exposure to the energy sector, an area of strong performance for the benchmark index. By not fully participating in this sector, the portfolio missed an opportunity for additional positive returns. Stock selection in retailing and information technology also detracted from performance. Samsung Electronics (prior to being sold), Electronic Arts and Texas Instruments (prior to being sold) were specific holdings in the information technology sector that were performance laggards. In the retailing industry, Tiffany & Co. declined sharply prior to being sold. As of March 31, 2005, the portfolio's economic sector allocations emphasized healthcare, consumer discretionary, financials and industrials. As of year-end, the portfolio had little or no exposure in areas such as telecommunication services and materials. 11 PERFORMANCE SUMMARY OPTIMUM LARGE CAP GROWTH FUND 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 and is subject to change. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +4.70 +10.37% Including Sales Charge -1.28 +6.51% - -------------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +3.99 +9.64% Including Sales Charge -0.01 +7.80% - -------------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +3.99 +9.64% Including Sales Charge +2.99 +9.64% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum Large Cap Growth Fund's Institutional Class were 10.76% and 5.11%, respectively. 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 investors. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 12 PERFORMANCE SUMMARY OPTIMUM LARGE CAP GROWTH FUND FUND BASICS As of March 31, 2005 - ---------------------------------------------- FUND OBJECTIVE: The Fund seeks long-term growth of capital. - ---------------------------------------------- TOTAL FUND NET ASSETS: $283.5 million - ---------------------------------------------- NUMBER OF HOLDINGS: 151 - ---------------------------------------------- FUND START DATE: August 1, 2003 - ---------------------------------------------- SUB-ADVISORS: T. Rowe Price Marsico Capital - ---------------------------------------------- CUSIP NUMBERS: Class A 246118-70-7 Class B 246118-80-6 Class C 246118-88-9 Institutional 246118-87-1 - ---------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 DELAWARE OPTIMUM LARGE CAP GROWTH RUSSELL 1000 CLASS A SHARES GROWTH INDEX ---------------- ------------ 8/1/2003 $9,425 8/31/2003 $9,690 $10,000 9/30/2003 $9,579 $9,893 10/31/2003 $10,089 $10,449 11/30/2003 $10,111 $10,559 12/31/2003 $10,432 $10,924 1/31/2004 $10,532 $11,146 2/29/2004 $10,654 $11,219 3/31/2004 $10,610 $11,010 4/30/2004 $10,366 $10,882 5/31/2004 $10,488 $11,085 6/30/2004 $10,643 $11,223 7/31/2004 $10,133 $10,589 8/31/2004 $10,200 $10,537 9/30/2004 $10,510 $10,637 10/31/2004 $10,621 $10,803 11/30/2004 $11,153 $11,175 12/31/2004 $11,663 $11,613 1/31/2005 $11,286 $11,226 2/28/2005 $11,353 $11,345 3/31/2005 $11,109 $11,139 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 13 PORTFOLIO OPTIMUM LARGE CAP VALUE FUND MANAGEMENT REVIEW April 5, 2005 SUB-ADVISORS: Massachusetts Financial Services Company (MFS) Van Kampen Asset Management, Inc. (Van Kampen) For stock investors, the 12 months ended March 31, 2005, were a bumpy ride. Investors endured skyrocketing oil prices, slowing earnings growth, a volatile and retreating U.S. dollar, record U.S. budget and trade deficits, and war in Iraq. During the first half of the period, it seemed these factors would lead to flat or negative performance for many investments. But by the final quarter of 2004, stock markets appeared to recognize that -- although the rate of growth had slowed -- both corporate profits and gross domestic product (GDP) were still growing solidly in a majority of global economies. For the 12 months as a whole, improving fundamental factors such as corporate spending and earnings triumphed, and equity markets delivered positive results. For the 12 months ending March 31, 2005, the Fund's return was 12.04 percent (Class A shares at net asset value with distributions reinvested), slightly underperforming the Russell 1000 Value Index, which gained 13.10 percent. 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. MFS employs a high-quality, lower-risk equity style, which has historically resulted in a gross yield on the portfolio, which exceeds that of the S&P 500 Index. This strategy uses a "bottom-up" approach to portfolio construction and selects securities based upon fundamental analysis of factors such as cash flows, balance sheet, franchise durability, 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 AREAS OF THE FUND CONTRIBUTED MOST SIGNIFICANTLY TO RELATIVE PERFORMANCE? A: On a sector basis, utilities and communications, technology, and basic materials were the strongest contributors to performance over the period, relative to our benchmark, the Russell 1000 Value Index. The Russell 1000 Value Index is constructed to provide a comprehensive barometer for the value securities in the large-cap segment of the U.S. equity universe. The Russell 1000 Value Index measures the performance of large companies in the Russell 3000 Index with lower price-to-book ratios and lower forecasted growth values. In the utilities and communications sector, stock selection was the major contributor to relative results. Our stock in Texas-based electric power generator TXU rose sharply, as new management significantly increased its earnings projections for 2004, 2005, and 2006 and raised its dividend from $0.50 per share to $2.25 per share. In the technology area, a relative underweighting aided results as the sector underperformed the market, as measured by our benchmark. Stock selection within technology boosted relative performance as well. An overweighted position and, to a lesser extent, stock selection, contributed to relative outperformance in the basic materials sector. Agricultural products firm Monsanto was a key contributor in the sector as the firm's stock appreciated significantly over the period. Wider acceptance of the company's genetically modified seeds led to higher-than-expected earnings throughout the period. Stocks in other sectors that added to relative results included oil companies Unocal and ConocoPhillips, whose stocks were helped by rising energy prices and, in Unocal's case, takeover speculation. Our stock in healthcare products firm Johnson & Johnson entered the period at what we felt was an attractive valuation and then rose as the firm experienced stronger business fundamentals than investors had anticipated. Food processing giant Archer-Daniels-Midland benefited from strong demand for its products. Underweighting financial services conglomerate JPMorgan Chase & Co. and missing some of the stock's decline early in the period helped relative performance as well. Not owning insurance firm AIG also helped relative performance as the firm's stock sank under the weight of accounting and management issues. Q: CAN YOU DISCUSS SOME OF THE FACTORS THAT DETRACTED FROM PERFORMANCE? A: Relative to the Fund's benchmark, the retailing, leisure, and energy sectors modestly detracted from performance over the period. In the retailing and leisure sectors, stock selection was the key detractor from results. Within the leisure area, our positions in newspaper publisher Tribune Co. and media conglomerate Viacom hurt performance as their stock prices declined, in part because the weak recovery in advertising spending led to lower-than-expected earnings at both companies. 14 While some energy stocks were among the strongest performers over the period, the sector as a whole detracted from results. Our relative underperformance in the sector was caused by a modest underweighting. While we started the period with an overweight position in the sector, we reduced our weight throughout the period, as this sector's stocks and their valuations increased, resulting in an average underweight position for the timeframe. Underweighting both ExxonMobil and ChevronTexaco, and selling our ChevronTexaco position during the period, held back relative performance. Holdings in other sectors that hurt relative results included home mortgage firm Fannie Mae, whose shares suffered as the company worked to resolve several accounting issues; forest products company International Paper, which negatively surprised investors by announcing its supply-chain management initiatives would cost much more than anticipated; and pharmaceutical firm Pfizer, which was weighed down by questions regarding the safety of its blockbuster arthritis drugs Celebrex and Bextra. The cash position we maintained in our portfolio also detracted from relative performance. As with nearly all mutual funds, we need some cash in our portfolio to buy new holdings and to provide liquidity. In a period when equity markets rose sharply, holding any cash hurt performance against our benchmark, which has no cash position. VAN KAMPEN Q: WHAT IS YOUR VIEW OF THE MARKET CONDITIONS THAT YOU FACED DURING THE FISCAL YEAR? A: The equity market performed solidly overall for the 12-month period, although not with consistent strength. The market was supported for much of the year by robust manufacturing activity and impressive corporate earnings, while consumer spending also remained solid and job growth boosted consumer confidence. Although the Federal Open Market Committee raised the federal funds target rate several times during the period, these rate changes were implemented at a measured pace and were widely anticipated by investors. While the market made significant gains in the first half of the period, a number of geopolitical concerns weighed on stocks in the third quarter and contributed to declining market strength. Concerns over potential terrorist attacks and anxiety related to events in Iraq played a role in slowing the market. In addition, investors also worried about the possibility of another protracted outcome to the U.S. presidential election. Shifting energy prices contributed further to market volatility during the 12 months. Several of these concerns were alleviated as oil prices fell from their highs at the end of October and as the presidential election came to a quick and decisive conclusion, setting the stage for an equities rally in November and December. A pickup in initial public offerings and a number of high-profile mergers and acquisitions also helped boost stocks during this time. Although the successful election in Iraq and the upward revision of fourth-quarter gross domestic product numbers further supported the market in early 2005, the period ended on a less-positive note, as oil prices continued to rise in the final month and rising interest rates finally began to weigh on market performance. With the exception of the technology sector, all sectors posted gains for the 12 months. During the period, the leading sectors within the benchmark Russell 1000 Value Index were energy, industrials, materials, and utilities. Information technology, financials, and telecommunications services stocks lagged other sectors for the year. Q: WHAT FACTORS SLOWED PERFORMANCE? A: Stock selection within the energy sector significantly dampened the performance relative to the benchmark for the period, as our portfolio's exposure in energy was tilted towards large integrated energy companies. This conservative position limited the portfolio's exposure to small refining companies that performed particularly well within the sector. In the consumer staples sector, the portfolio's relative performance suffered from a lack of exposure to both grocery companies and tobacco companies that made gains during the period. The portfolio was impeded within the technology sector by the decision to favor software services companies over technology hardware. While software services companies have been relatively cheap in terms of valuation, technology hardware companies benefited from a cyclical upturn in the economy during the period. Overweighted positions in the technology and consumer discretionary sectors further hampered our returns. Q: THE FUND PERFORMED NEARLY IN LINE WITH THE BENCHMARK FOR THE PERIOD. WHAT FACTORS CONTRIBUTED POSITIVELY TO PERFORMANCE? A: A number of positions were beneficial and supported positive returns for the period. An underweighted position in financials particularly helped performance, as the portfolio greatly limited its exposure to interest rate-sensitive banks during a period of rising interest rates. Stock selection within the telecommunications services sector also served the portfolio well. During the period, mergers and acquisitions activity supported gains for many companies within the sector and boosted the performance of a number of larger service providers held by the portfolio. Also, an overweighted position in healthcare and stock selection within that sector further helped the portfolio's relative performance for the 12 months. The portfolio made gains late in the period when the performance of many pharmaceutical stocks strongly improved. 15 PERFORMANCE SUMMARY OPTIMUM LARGE CAP VALUE FUND 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 and is subject to change. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +12.04 +17.09% Including Sales Charge +5.59 +12.99% - -------------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +11.36 +16.35% Including Sales Charge +7.36 +14.58% - -------------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +11.36 +16.35% Including Sales Charge +10.36 +16.35% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum Large Cap Value Fund's Institutional Class were 17.47% and 12.41%, respectively. 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 investor. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 16 PERFORMANCE SUMMARY OPTIMUM LARGE CAP VALUE FUND FUND BASICS As of March 31, 2005 - --------------------------------------------------------------------- FUND OBJECTIVE: The Fund seeks long-term growth of capital and may also seek income. - --------------------------------------------------------------------- TOTAL FUND NET ASSETS: $273.8 million - --------------------------------------------------------------------- NUMBER OF HOLDINGS: 143 - --------------------------------------------------------------------- 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 - --------------------------------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 DELAWARE OPTIMUM LARGE CAP VALUE RUSSELL 1000 CLASS A SHARES VALUE INDEX ---------------- ------------ 8/1/2003 $9,425 8/31/2003 $9,611 $10,000 9/30/2003 $9,545 $9,902 10/31/2003 $9,977 $10,508 11/30/2003 $10,110 $10,651 12/31/2003 $10,764 $11,307 1/31/2004 $10,898 $11,506 2/29/2004 $11,132 $11,753 3/31/2004 $10,942 $11,649 4/30/2004 $10,831 $11,365 5/31/2004 $10,865 $11,481 6/30/2004 $11,098 $11,752 7/31/2004 $10,885 $11,586 8/31/2004 $10,963 $11,751 9/30/2004 $11,154 $11,933 10/31/2004 $11,344 $12,131 11/30/2004 $11,826 $12,745 12/31/2004 $12,248 $13,172 1/31/2005 $12,033 $12,937 2/28/2005 $12,395 $13,365 3/31/2005 $12,260 $13,182 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 17 PORTFOLIO OPTIMUM SMALL CAP GROWTH FUND MANAGEMENT REVIEW April 5, 2005 SUB-ADVISORS Columbia Wanger Asset Management, L.P. (Columbia WAM) Oberweis Asset Management, Inc. (OAM) During the 12-month period ended March 31, 2005, the Fund gained 4.37% (Class A shares at net asset value with distributions reinvested). By comparison, the Russell 2000 and Russell 2000 Growth Indexes gained 5.41%, and 0.87%, respectively. Small-caps, aided by a healthy fourth-quarter rally, outpaced their large-cap counterparts in 2004 for the sixth year in a row. Particularly helpful to the indexes were returns from the smallest caps and speculative companies. The Optimum Small Cap Growth Fund seeks long-term growth of capital. 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 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: [ ] A strong business franchise that offers growth potential, [ ] Products and services that give the company a competitive advantage, and/or, [ ] A stock price that they believe is reasonable relative to the assets and earnings power of the company. Oberweis Asset Management is a bottom-up active manager who maximizes exposure to new information by systematically searching for superior fundamentals, growth, and valuation characteristics in micro-, small-, and mid-capitalization equities. For more information on each sub-advisor's investment approach, please see the Fund's prospectus. COLUMBIA WAM Q: WHAT WERE SOME CONTRIBUTING FACTORS TO PERFORMANCE? A: Industrials, consumer discretionary, and energy stocks were the best-performing sectors in the portion of the Fund managed by Columbia WAM. Within industrials, stock selection and the decision to overweight the benchmark drove performance. The greater-than-benchmark weight was a result of being able to find many compelling, attractively priced businesses. One of the best-performing names within industrials was Chicago Bridge & Iron. The company, contrary to its name, is not based in Chicago and does not make bridges. The company is a leading designer and manufacturer of tanks used to convert liquefied natural gas (LNG) into the pipeline gas used to heat homes and generate electricity. Energy was also a large contributor to performance. We maintained an overweight position based on our analyst's assumption early last year that predictions for oil prices were low, based on his proprietary estimates. This was a good call as the portfolio energy stocks returned roughly 63% during the year, with Quicksilver Resources leading the way. Quicksilver Resources is widely recognized as a leader in the development and production of unconventional natural gas reserves, including coal bed methane, shale gas, and tight sand gas. Q: WHAT FACTORS DETRACTED FROM PERFORMANCE? A: Technology was the largest detractor from performance during the year. Tech was the worst-performing segment of the benchmark during the year and our stocks were no exception. Our tech weighting was skewed towards hardware stocks, and holdings 3Com and Pericom Semiconductor hurt returns. We continue to invest the Fund's money in companies we believe have solid growth prospects for the next three to five years that are trading in the market at what we deem to be reasonable prices. Our outperformance over the last 12 months and since inception was due to the superior selection of stocks by our team of 12 analysts. With value stocks outperforming growth stocks of late, our team's solid valuation discipline also served to boost performance relative to the Fund's benchmark. OAM The year ending March 31, 2005 proved challenging for managers such as Oberweis who specialize in high growth, small-cap equities. For the year ending March 31, 2005, our portion of the Fund returned -2.49% versus +0.87% for the Russell 2000 Growth Index. Small-cap value clearly outperformed small-cap growth, as evidenced by a 0.87% return in the Russell 2000 Growth Index versus a 9.79% return in the Russell 2000 Value Index. Even within the Russell 2000 Growth Index, stocks of companies with higher rates of growth (which are targeted by this strategy) lagged those of companies with lower rates of growth. Our Oberweis Octagon methodology seeks to invest in companies with exceptionally high rates of growth. A minimum growth rate of 30% is required for inclusion in the portfolio. Our results were adversely affected because the market favored companies with lower rates of growth. 18 Additionally, portfolio average market capitalization was also an important factor over the last year in understanding performance. Small-cap lagged large-cap, with the Russell 2000 Index trailing the Russell 1000 Index by 183 basis points. Larger companies outperformed small companies, even within the Russell 2000 Growth Index. As our process seeks to invest in smaller, undiscovered issues, we tend to invest in a higher percentage of companies with below-average market capitalizations. Our strategy's weighted average market capitalization as of quarter end was $787 million versus $1.0 billion for the Russell 2000 Growth Index. It should be noted that we expect to see periodic style cycles favoring growth vs. value or large-cap vs. small-cap. Because of the unpredictability of the style cycles, we focus our efforts on finding undervalued individual companies. Our process has clearly worked well over long periods of time, despite these shorter-term style cycles that can work against us. Historically, these cycles have tended to average out, leaving stock selection skill, our forte, as the residual driver of excess return over long periods of time. The portfolio weight in technology was 30.9% versus 19.6% for the Russell 2000 Growth Index. Healthcare was also over weighted at 27.6% versus 21.1% for the benchmark. Consumer discretionary continues to be somewhat underweighted at 18.3% versus 22.3% for the benchmark. Top contributors since inception (March 30, 2004 to March 31, 2005) were Tessera Technologies (which contributed 259 bps to portfolio return) and Hansen Natural (which rose 366.4% and contributed 209 bps to portfolio return). Hansen Natural markets natural sodas, fruit drinks, and energy drinks. Greatest detractors from performance include OmniVision Technologies (which declined 45.9% and detracted 137 bps from portfolio return) and Sierra Wireless (which declined 77.1% and detracted 134 bps from portfolio return). 19 PERFORMANCE SUMMARY OPTIMUM SMALL CAP GROWTH FUND 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 and is subject to change. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +4.37 +21.44% Including Sales Charge -1.66 +17.19% - -------------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +3.67 +20.76% Including Sales Charge -0.33 +19.03% - -------------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +3.67 +20.76% Including Sales Charge +2.67 +20.76% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum Small Cap Growth Fund's Institutional Class were 21.87% and 4.81%, respectively. 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 investors. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 20 PERFORMANCE SUMMARY OPTIMUM SMALL CAP GROWTH FUND FUND BASICS As of March 31, 2005 - ----------------------------------------------- FUND OBJECTIVE: The Fund seeks long-term growth of capital. - ----------------------------------------------- TOTAL FUND NET ASSETS: $59.5 million - ----------------------------------------------- NUMBER OF HOLDINGS: 145 - ----------------------------------------------- - ----------------------------------------------- FUND START DATE: August 1, 2003 - ----------------------------------------------- SUB-ADVISORS: Columbia Wanger Asset Management, L.P. Oberweis Asset Management, Inc. - ----------------------------------------------- CUSIP NUMBERS: Class A 246118-82-2 Class B 246118-81-4 Class C 246118-79-8 Institutional 246118-78-0 - ----------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 OPTIMUM SMALL CAP GROWTH FUND PERFORMANCE OF $10,000 INVESTMENT CHART --------------------------------------------------------------------- OPTIMUM SMALL CAP GROWTH CLASS A RUSSELL 2000 SHARES GROWTH INDEX 8/1/2003 $9,425 8/31/2003 $10,144 $10,000 9/30/2003 $9,966 $9,747 10/31/2003 $11,241 $10,589 11/30/2003 $11,607 $10,935 12/31/2003 $11,796 $10,983 1/31/2004 $12,505 $11,560 2/29/2004 $12,605 $11,543 3/31/2004 $12,483 $11,597 4/30/2004 $11,862 $11,013 5/31/2004 $12,239 $11,227 6/30/2004 $12,751 $11,596 7/31/2004 $11,598 $10,553 8/31/2004 $11,354 $10,322 9/30/2004 $11,842 $10,888 10/31/2004 $12,108 $11,150 11/30/2004 $13,173 $12,089 12/31/2004 $13,738 $12,518 1/31/2005 $13,372 $11,951 2/28/2005 $13,350 $12,111 3/31/2005 $13,028 $11,651 Chart assumes $10,000 invested in Class A shares of the Fund 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 21 OPTIMUM SMALL CAP VALUE FUND PORTFOLIO April 5, 2005 MANAGEMENT REVIEW SUB-ADVISORS Delafield Asset Management (Delafield) Hotchkis and Wiley Capital Management LLC (H&W) Through twelve months ended March 31, 2005, the Optimum Small Cap Value Fund had a return of 16.12% (Class A shares at net asset value with distributions reinvested), versus an increase of 9.79% in the benchmark Russell 2000 Value Index. The Optimum Small-Cap Value Fund seeks long-term growth of capital. 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 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. DELAFIELD Q: WHAT WERE THE GENERAL MARKET CONDITIONS DURING THIS PERIOD? A: While general market returns over the 12-month period were healthy at roughly 10%, strength was weighted to the fourth quarter of calendar 2004, with the Russell 2000 Value Index up 13.20% for the three months ended December 31, 2004. Fourth-quarter strength reflected better-than-expected corporate earnings, particularly from companies operating in cyclical industries. Unfortunately, positive stock momentum did not continue into the first quarter of calendar 2005, with the index down 3.98% in the three months ended March 31, 2005. Q: WHAT WERE POSITIVE ASPECTS OF THE FUND'S PERFORMANCE? A: The stocks selected by the managers performed well, as the equity only return over the 12-month period ended March 31, 2005 was a positive 25.55%. Our cash position (15% at March 31, 2005) continues to dilute overall performance. However, as is Delafield's discipline, we invest at measured prices in companies, which, hopefully, do not possess much market risk. Our cash position will allow us to take advantage of potential volatility in the marketplace. Given current political and economic crosscurrents, we are not uncomfortable with this position. Positive performance during the trailing 12 months was broad-based, with the top five investments generating only 6.4 percentage points of the gains for our portion of the portfolio. Walter Industries, Inc. stock was the top performer, advancing 150% as the market focused on the value of its coal reserves within an increasingly tight energy environment. Yellow Roadway Corporation shares were up 60% due to higher-than-expected earnings leverage realized from a major acquisition. In both cases we sold our shares when their increased prices more fully reflected the anticipated positive outlook. Q: WHAT WERE THE NEGATIVE CONTRIBUTORS TO PERFORMANCE? A: On the negative side, Maytag Corp. (MYG) impacted the portfolio by 1.1 percentage points. Market share loss and increased material costs led to weaker-than-expected results, and we sold our position. Also, Unisys Corporation (UIS) and GrafTech International Ltd. (GTI) both missed earnings expectations in the fourth quarter. Together, they hurt our portion of the portfolio by 2.2 percentage points. Q: WHAT IS YOUR APPROACH AS YOU BEGIN THE NEW FISCAL YEAR? A: Year-to-date, the markets have not been kind to companies that have experienced slippage versus previous expectations. The economy appears to be sustaining a modest growth trend but looks somewhat fragile. Economic indicators are mixed. It seems that for every piece of positive news there is an offset; whether it be inflation, interest rates, consumer confidence, unemployment claims or factory orders. In this environment, the market could remain uneven. 22 At Delafield, we anticipate that our focus will remain on identifying 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 can cause performance on a quarterly basis to be out of sync with the overall market. We anticipate this will continue to be the case. HOTCHKIS AND WILEY Q: WHAT FACTORS INFLUENCED PERFORMANCE IN YOUR PART OF THE FUND DURING THIS PERIOD? A: During the fiscal year ended March 31, 2005, optimism over the economic recovery was tempered by fears of a rise in inflation and higher interest rates. Record-high crude oil prices, growing trade imbalances, and politics also played a role in dampening equity returns. Despite these factors, the U.S. equity markets managed to close out the year in positive territory. Large-cap stocks had a slight advantage over small-cap stocks while value outperformed growth. In general, stocks that were exposed to oil performed well while industrial companies and companies with interest-rate sensitivity were the worst performers during the year. Q: WHAT HOLDINGS CONTRIBUTED POSITIVELY TO PERFORMANCE? A: Relative to the Russell 2000 Value Index, the portfolio's outperformance was primarily from stock selection within the consumer discretionary and energy sectors of the market. In consumer discretionary, homebuilders Beazer Homes USA, Inc. and WCI Communities led the sector as the housing market remained robust. In the energy sector, oil transportation stocks Overseas Shipholding Group and Stelmar Shipping posted strong gains due to higher profit margins resulting from record high crude oil prices. Q: WHAT WERE THE NEGATIVE ASPECTS TO PERFORMANCE? A: Conversely, stock selection within the industrials sector hurt performance. In the industrials sector, FLYi, Spherion, Central Freight Lines and USF led the decline as all four posted double digit-losses. Q: WHAT IS YOUR APPROACH AS YOU BEGIN THE NEW FISCAL YEAR? A: Currently we are finding value in stocks outside of the energy sector. Although oil may continue to skew equity index returns (higher prices lead to higher weights) and lead to near-term underperformance, we continue to focus on companies with strong fundamentals, sustainable cash flows, and low prices relative to normal earnings. We have found this strategy to offer the potential for superior long-term risk adjusted returns. 23 PERFORMANCE SUMMARY OPTIMUM SMALL CAP VALUE FUND 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 and is subject to change. Instances of high double-digit returns are highly unusual and cannot be sustained and were achieved primarily during favorable market conditions. FUND PERFORMANCE Average Annual Total Returns Through March 31, 2005 One Year Lifetime - -------------------------------------------------------------------------------- Class A (Est 8/1/03) Excluding Sales Charge +16.12 +28.19% Including Sales Charge +9.46 +23.70% - -------------------------------------------------------------------------------- Class B (Est 8/1/03) Excluding Sales Charge +15.35 +27.40% Including Sales Charge +11.35 +25.73% - -------------------------------------------------------------------------------- Class C (Est 8/1/03) Excluding Sales Charge +15.35 +27.40% Including Sales Charge +14.35 +27.40% - -------------------------------------------------------------------------------- Returns reflect the reinvestment of all distributions and are shown both including and excluding the effect of front-end or contingent deferred sales charges. 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 after purchase. They are also subject to an annual distribution and service fee of 1%. The average annual total return for the lifetime and one-year periods ended March 31, 2005 for Optimum Small Cap Value Fund's Institutional Class were 28.55% and 16.35%, respectively. 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 investors. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 24 PERFORMANCE SUMMARY OPTIMUM SMALL CAP VALUE FUND FUND BASICS As of March 31, 2005 - --------------------------------------------------- FUND OBJECTIVE: The Fund seeks long-term growth of capital. - --------------------------------------------------- TOTAL FUND NET ASSETS: $59.9 million - --------------------------------------------------- NUMBER OF HOLDINGS: 107 - --------------------------------------------------- - --------------------------------------------------- FUND START DATE: August 1, 2003 - --------------------------------------------------- SUB-ADVISORS: Delafield Asset Management (Division of Reich and Tang Asset Management) Hotchkis and Wiley Capital Management LLC - --------------------------------------------------- CUSIP NUMBERS: Class A 246118-77-2 Class B 246118-76-4 Class C 246118-75-6 Institutional 246118-74-9 - --------------------------------------------------- PERFORMANCE OF A $10,000 INVESTMENT August 1, 2003 (Fund's inception) through March 31, 2005 SMALL CAP VALUE FUND PERFORMANCE OF $10,000 INVESTMENT CHART ------------------------------------------------------------ OPTIMUM SMALL CAP RUSSELL VALUE 2000 CLASS A VALUE SHARES INDEX 8/1/2003 $9,425 8/31/2003 $9,902 $10,000 9/30/2003 $9,813 $9,885 10/31/2003 $10,545 $10,691 11/30/2003 $10,899 $11,101 12/31/2003 $11,366 $11,503 1/31/2004 $11,690 $11,901 2/29/2004 $12,036 $12,132 3/31/2004 $12,281 $12,300 4/30/2004 $11,980 $11,664 5/31/2004 $12,092 $11,805 6/30/2004 $12,654 $12,405 7/31/2004 $12,144 $11,834 8/31/2004 $12,291 $11,950 9/30/2004 $12,688 $12,423 10/31/2004 $12,745 $12,616 11/30/2004 $13,832 $13,735 12/31/2004 $14,352 $14,063 1/31/2005 $14,008 $13,519 2/28/2005 $14,490 $13,788 3/31/2005 $14,259 $13,503 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 index that generally tracks the performance of those stocks in the Russell 2000 Index that have 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. The performance graph does 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 periods shown. Performance would have been lower had the expense limitation not been in effect. 25 DISCLOSURE For the Period October 1, 2004 to March 31, 2005 OF FUND EXPENSES As a shareholder of a fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. The following examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period October 1, 2004 to March 31, 2005. ACTUAL EXPENSES The first section of the tables shown, "Actual Fund Return," provides information about actual account values and actual expenses. You may use the information in this section of the table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second section of the tables shown, "Hypothetical 5% Return," provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a fund and other mutual funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other mutual funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The Fund's actual expenses shown in the table reflect fee waivers in effect. The expenses shown in the table assume reinvestment of all dividends and distributions. In each case, "Expenses Paid During Period" are equal to the Fund's annualized expense ratio, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). OPTIMUM FIXED INCOME FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,014.30 1.24% $6.23 Class B 1,000 1,011.00 1.89% 9.48 Class C 1,000 1,011.00 1.89% 9.48 Institutional Class 1,000 1,016.20 0.89% 4.47 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,018.75 1.24% $6.24 Class B 1,000 1,015.51 1.89% 9.50 Class C 1,000 1,015.51 1.89% 9.50 Institutional Class 1,000 1,020.49 0.89% 4.48 - ---------------------------------------------------------------------------------------------------------- OPTIMUM INTERNATIONAL FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,116.00 1.98% $10.45 Class B 1,000 1,112.00 2.63% 13.85 Class C 1,000 1,113.00 2.63% 13.85 Institutional Class 1,000 1,118.50 1.63% 8.61 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,015.06 1.98% $ 9.95 Class B 1,000 1,011.82 2.63% 13.19 Class C 1,000 1,011.82 2.63% 13.19 Institutional Class 1,000 1,016.80 1.63% 8.20 - ---------------------------------------------------------------------------------------------------------- 26 DISCLOSURE For the Period October 1, 2004 to March 31, 2005 OF FUND EXPENSES (CONTINUED) OPTIMUM LARGE CAP GROWTH FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,057.00 1.67% $ 8.56 Class B 1,000 1,053.10 2.32% 11.88 Class C 1,000 1,053.10 2.32% 11.88 Institutional Class 1,000 1,058.80 1.32% 6.78 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,016.60 1.67% $8.40 Class B 1,000 1,013.36 2.32% 11.65 Class C 1,000 1,013.36 2.32% 11.65 Institutional Class 1,000 1,018.35 1.32% 6.64 - ---------------------------------------------------------------------------------------------------------- OPTIMUM LARGE CAP VALUE FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,099.10 1.53% $ 8.01 Class B 1,000 1,095.70 2.18% 11.39 Class C 1,000 1,095.80 2.18% 11.39 Institutional Class 1,000 1,100.70 1.18% 6.18 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,017.30 1.53% $ 7.70 Class B 1,000 1,014.06 2.18% 10.95 Class C 1,000 1,014.06 2.18% 10.95 Institutional Class 1,000 1,019.05 1.18% 5.94 - ---------------------------------------------------------------------------------------------------------- OPTIMUM SMALL CAP GROWTH FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,100.20 1.80% $ 9.43 Class B 1,000 1,097.10 2.45% 12.81 Class C 1,000 1,097.10 2.45% 12.81 Institutional Class 1,000 1,102.60 1.45% 7.60 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,015.96 1.80% $ 9.05 Class B 1,000 1,012.72 2.45% 12.29 Class C 1,000 1,012.72 2.45% 12.29 Institutional Class 1,000 1,017.70 1.45% 7.29 - ---------------------------------------------------------------------------------------------------------- OPTIMUM SMALL CAP VALUE FUND EXPENSE ANALYSIS OF AN INVESTMENT OF $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/04 to 10/1/04 3/31/05 Ratio 3/31/05 - ---------------------------------------------------------------------------------------------------------- ACTUAL FUND RETURN Class A $1,000 $1,124.00 1.76% $ 9.32 Class B 1,000 1,120.30 2.41% 12.74 Class C 1,000 1,120.30 2.41% 12.74 Institutional Class 1,000 1,125.30 1.41% 7.47 - ---------------------------------------------------------------------------------------------------------- HYPOTHETICAL 5% RETURN (5% return before expenses) Class A $1,000 $1,016.16 1.76% $ 8.85 Class B 1,000 1,012.91 2.41% 12.09 Class C 1,000 1,012.91 2.41% 12.09 Institutional Class 1,000 1,017.90 1.41% 7.09 - ---------------------------------------------------------------------------------------------------------- 27 SECTOR ALLOCATION As of March 31, 2005 OPTIMUM FIXED INCOME FUND The SEC adopted a requirement that all funds present their categories of portfolio holdings in a table, chart, or graph format in their annual and semiannual shareholder reports, whether or not a schedule of investments is utilized. The following chart lists the Fund's categories of portfolio holdings as a percentage of total net assets and is provided in compliance with such requirement. PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ AGENCY ASSET-BACKED SECURITIES 0.77% - ------------------------------------------------------------------------ AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS 12.80% - ------------------------------------------------------------------------ AGENCY MORTGAGE-BACKED SECURITIES 12.29% - ------------------------------------------------------------------------ AGENCY OBLIGATIONS 1.88% - ------------------------------------------------------------------------ COMMERCIAL MORTGAGE-BACKED SECURITIES 2.60% - ------------------------------------------------------------------------ CORPORATE BONDS 30.66% - ------------------------------------------------------------------------ Basic Materials 2.06% Capital Goods - Manufacturing 1.21% Consumer Cyclical 2.83% Consumer Non-Cyclical 2.15% Energy 1.63% Finance 10.82% Media 1.92% Technology 0.06% Telecommunications 3.49% Transportation 0.73% Utilities 3.76% - ------------------------------------------------------------------------ MUNICIPAL BONDS 3.26% - ------------------------------------------------------------------------ NON-AGENCY ASSET-BACKED SECURITIES 3.96% - ------------------------------------------------------------------------ NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS 5.49% - ------------------------------------------------------------------------ REGIONAL AGENCY 0.16% - ------------------------------------------------------------------------ Australia 0.16% - ------------------------------------------------------------------------ REGIONAL AUTHORITY 0.29% - ------------------------------------------------------------------------ Canada 0.29% - ------------------------------------------------------------------------ SOVEREIGN AGENCIES 1.08% - ------------------------------------------------------------------------ Canada 0.17% Japan 0.91% - ------------------------------------------------------------------------ SOVEREIGN DEBT 5.86% - ------------------------------------------------------------------------ Argentina 0.23% Austria 0.25% Belgium 0.28% El Salvador 0.19% France 0.79% Germany 1.04% PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ SOVEREIGN DEBT (CONTINUED) - ------------------------------------------------------------------------ Italy 0.53% Mexico 0.17% Netherlands 0.31% Norway 0.08% Peru 0.19% Poland 0.67% Russia 0.09% Sweden 0.30% United Kingdom 0.50% Venezuela 0.24% - ------------------------------------------------------------------------ SUPRANATIONAL BANKS 0.25% - ------------------------------------------------------------------------ U.S. TREASURY OBLIGATIONS 15.98% - ------------------------------------------------------------------------ COMMON STOCK 0.00% - ------------------------------------------------------------------------ PREFERRED STOCK 0.04% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 10.14% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 107.51% - ------------------------------------------------------------------------ LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS (7.51)% - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ 28 SECTOR ALLOCATION As of March 31, 2005 (CONTINUED) The following chart lists the Fund's categories of portfolio holdings as a percentage of total net assets. OPTIMUM INTERNATIONAL FUND PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ COMMON STOCK 95.90% - ------------------------------------------------------------------------ Australia 5.29% Austria 1.09% Bahamas 0.60% Belgium 1.63% Brazil 0.89% Canada 3.42% Czech Republic 0.31% Finland 0.75% France 10.25% Germany 5.26% Hong Kong 3.53% India 1.43% Ireland 1.03% Italy 3.18% Japan 16.54% Mexico 1.80% Netherlands 3.87% New Zealand 0.89% Republic of Korea 1.12% Singapore 1.97% South Africa 1.69% Spain 3.89% Sweden 1.20% Switzerland 4.14% United Kingdom 18.91% United States 1.22% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 3.45% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 99.35% - ------------------------------------------------------------------------ RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES 0.65% - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ OPTIMUM LARGE CAP GROWTH FUND PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ COMMON STOCK 95.77% - ------------------------------------------------------------------------ Basic Industry/Capital Goods 8.72% Business Services 4.33% Consumer Cyclical 0.57% Consumer Durables 2.88% Consumer Non-Durables 13.23% Consumer Services 8.42% Energy 4.21% Finance 16.94% Healthcare 17.83% Technology 16.31% Transportation & Shipping 1.56% Utilities 0.77% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 4.10% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 99.87% - ------------------------------------------------------------------------ RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES 0.13% - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ 29 SECTOR ALLOCATION As of March 31, 2005 (CONTINUED) The following chart lists the Fund's categories of portfolio holdings as a percentage of total net assets. OPTIMUM LARGE CAP VALUE FUND PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ COMMON STOCK 95.15% - ------------------------------------------------------------------------ Basic Materials 7.69% Capital Goods 6.82% Communication Services 4.26% Consumer Discretionary 3.57% Consumer Services 0.84% Consumer Staples 8.65% Credit Cyclicals 1.03% Energy 11.32% Finance 24.60% Healthcare 10.03% Industrial 0.71% Media 5.13% Technology 4.81% Transportation 1.26% Utilities 4.43% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 6.56% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 101.71% - ------------------------------------------------------------------------ LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS (1.71)% - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ OPTIMUM SMALL CAP GROWTH FUND PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ COMMON STOCK 94.37% - ------------------------------------------------------------------------ Basic Industry/Capital Goods 11.49% Business Services 8.77% Consumer Durables 0.16% Consumer Non-Durables 8.55% Consumer Services 5.35% Energy 6.13% Financial 4.66% Healthcare 20.14% Technology/Communications 7.48% Technology/Hardware 13.31% Technology/Software 6.37% Utilities 1.96% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 6.10% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 100.47% - ------------------------------------------------------------------------ LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS (0.47)% - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ 30 SECTOR ALLOCATION As of March 31, 2005 (CONTINUED) The following chart lists the Fund's categories of portfolio holdings as a percentage of total net assets. OPTIMUM SMALL CAP VALUE FUND PERCENTAGE SECTOR OF NET ASSETS - ------------------------------------------------------------------------ COMMON STOCK 89.10% - ------------------------------------------------------------------------ Basic Industries 15.24% Business Services 11.07% Capital Spending 7.92% Conglomerates 2.41% Consumer Cyclical 9.08% Consumer Services 11.12% Consumer Staples 0.96% Energy 4.16% Financial Services 3.34% Healthcare 1.21% Real Estate 6.44% Technology 12.25% Transportation 3.12% Utilities 0.78% - ------------------------------------------------------------------------ REPURCHASE AGREEMENTS 11.11% - ------------------------------------------------------------------------ TOTAL MARKET VALUE OF SECURITIES 100.21% - ------------------------------------------------------------------------ LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS (0.21%) - ------------------------------------------------------------------------ TOTAL NET ASSETS 100.00% - ------------------------------------------------------------------------ 31 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS March 31, 2005 Principal Market Amount(degree) Value (U.S.$) AGENCY ASSET-BACKED SECURITIES - 0.77% oFannie Mae Grantor Trust Series 2004-T4 A2 3.93% 2/25/20 USD 180,000 $ 178,910 Series 2004-T4 A3 4.42% 8/25/24 215,000 213,959 oSLMA Student Loan Trust Series 2004-1 A1 2.74% 1/26/15 36,326 36,348 Series 2004-3 A3 2.79% 4/25/16 400,000 400,878 Series 2004-6 A2 2.74% 1/25/13 900,000 900,932 Series 2004-8 A3 2.79% 7/27/15 725,000 726,519 ---------- TOTAL AGENCY ASSET-BACKED SECURITIES (cost $2,459,959) 2,457,546 ---------- AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS - 12.80% Fannie Mae Series 1996-46 ZA 7.50% 11/25/26 75,618 80,010 Series 2001-14 Z 6.00% 5/25/31 126,417 130,008 Series 2002-2 MG 6.00% 2/25/17 1,052,918 1,086,676 Series 2002-56 MC 5.50% 9/25/17 79,093 80,133 Series 2002-90 A1 6.50% 6/25/42 51,844 53,740 Series 2002-93 A1 6.50% 3/25/32 72,050 74,050 Series 2003-34 DV 4.00% 2/25/22 690,000 687,097 Series 2003-92 KH 5.00% 3/25/32 70,000 68,478 Series 2003-106 WB 4.50% 10/25/15 405,000 405,113 Series 2003-122 TU 4.00% 5/25/16 570,000 567,978 Series 2004-8 GD 4.50% 10/25/32 1,350,000 1,274,461 Series 2004-29 QG 4.50% 12/25/32 335,000 318,816 Series 2004-52 NE 4.50% 7/25/33 272,000 257,875 Series 2004-90 PC 5.00% 3/25/27 120,000 120,049 Series 2005-1 KZ 5.00% 2/25/35 181,503 156,058 Series 2005-14 ME 5.00% 10/25/33 1,395,000 1,357,929 Series 2005-22 HE 5.00% 10/25/33 740,000 719,997 Fannie Mae Grantor Trust Series 1999-T2 A1 7.50% 1/19/39 73,176 77,059 Series 2001-T7 A1 7.50% 2/25/41 368,885 388,311 Series 2001-T8 A2 9.50% 7/25/41 40,592 44,482 Series 2002-T4 A3 7.50% 12/25/41 287,316 303,091 Series 2002-T16 A2 7.00% 7/25/42 37,279 38,954 Series 2002-T19 A2 7.00% 7/25/42 503,706 526,556 Series 2002-T19 A3 7.50% 7/25/42 474,944 501,795 Series 2004-T1 1A2 6.50% 1/25/44 105,486 108,980 Series 2004-T2 1A3 7.00% 11/25/43 95,272 99,691 Series 2004-T3 1A3 7.00% 2/25/44 47,049 48,978 Fannie Mae Whole Loan Series 2002-W1 2A 7.50% 2/25/42 271,548 285,597 Series 2003-W3 1A2 7.00% 8/25/42 156,387 163,451 Series 2003-W8 2A 7.00% 10/25/42 542,146 566,826 Series 2003-W15 2A3 4.71% 8/25/43 16,815 16,827 Series 2003-W18 1A3 4.732% 8/25/43 67,351 67,442 Series 2003-W19 1A3 4.783% 11/25/33 85,000 84,957 Series 2004-W1 1A3 4.49% 11/25/43 130,000 130,129 Series 2004-W2 2A2 7.00% 2/25/44 243,426 254,694 Series 2004-W2 5A 7.50% 3/25/44 729,919 772,288 Series 2004-W3 A2 3.75% 5/25/34 405,000 400,000 Series 2004-W9 2A1 6.50% 2/25/44 134,928 138,864 Series 2004-W15 6.00% 8/25/44 684,022 703,316 Freddie Mac Series 2113 QE 6.00% 11/15/27 53,981 55,034 Series 2141 N 5.55% 11/15/27 552,770 560,203 Series 2173 Z 6.50% 7/15/29 447,605 466,732 Series 2480 EH 6.00% 11/15/31 1,680 1,698 Series 2497 BM 5.00% 2/15/22 10,500 10,512 Series 2526 CA 5.00% 6/15/16 88,170 88,941 Principal Market Amount(degree) Value (U.S.$) AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (continued) Freddie Mac (continued) Series 2552 KB 4.25% 6/15/27 USD 996,031 $ 993,088 Series 2612 LJ 4.00% 7/15/22 331,513 330,334 Series 2658 PA 3.75% 11/15/07 14,767 14,783 Series 2662 DG 5.00% 10/15/22 25,000 24,565 Series 2672 TN 4.00% 3/15/23 190,000 188,975 Series 2682 LC 4.50% 7/15/32 110,000 104,881 Series 2691 MB 4.00% 4/15/22 531,000 524,364 Series 2691 ME 4.50% 4/15/32 274,000 261,346 Series 2694 QH 4.50% 3/15/32 76,000 72,486 Series 2721 PE 5.00% 1/15/23 100,000 98,475 Series 2726 PY 3.50% 4/15/26 640,000 635,022 Series 2727 PB 4.25% 4/15/23 215,000 213,139 Series 2727 PE 4.50% 7/15/32 295,000 280,973 Series 2727 PM 4.50% 1/15/34 165,000 149,362 Series 2728 TC 4.00% 2/15/23 235,000 231,472 Series 2737 XG 4.00% 11/15/22 120,000 118,229 Series 2737 YD 5.00% 8/15/32 140,000 137,304 Series 2750 NB 4.00% 12/15/22 388,000 381,949 Series 2755 LB 4.00% 9/15/23 517,868 514,024 Series 2755 LE 4.00% 9/15/30 508,000 467,121 Series 2759 AU 3.50% 5/15/19 226,000 224,218 Series 2764 TE 5.00% 10/15/32 35,000 34,157 Series 2773 EK 3.50% 5/15/10 599,000 597,539 Series 2776 ON 4.50% 11/15/32 305,000 289,507 Series 2777 PE 5.00% 4/15/33 585,000 573,196 Series 2778 JD 5.00% 12/15/32 570,000 557,046 Series 2780 TE 5.00% 1/15/33 785,000 765,292 Series 2783 PD 5.00% 1/15/33 276,000 269,639 Series 2802 NE 5.00% 2/15/33 600,000 584,722 Series 2836 EG 5.00% 12/15/32 755,000 736,592 Series 2836 QC 5.00% 9/15/22 700,000 706,708 Series 2840 OE 5.00% 2/15/33 1,800,000 1,759,759 Series 2840 OL 5.00% 11/15/22 630,000 635,970 Series 2844 PD 5.00% 12/15/32 745,000 726,848 Series 2844 PQ 5.00% 5/15/23 700,000 708,876 Series 2849 AJ 5.00% 5/15/18 380,000 384,873 Series 2852 YN 3.75% 6/15/24 1,510,000 1,470,254 Series 2864 PE 5.00% 6/15/33 1,095,000 1,071,438 Series 2881 TE 5.00% 7/15/33 1,080,000 1,054,346 Series 2889 OE 5.00% 1/15/30 195,000 193,009 Series 2890 PC 5.00% 7/15/30 265,000 262,295 Series 2902 LC 5.50% 12/15/17 220,000 223,981 Series 2911 BU 5.00% 9/15/23 975,000 983,141 Series 2921 NE 5.00% 9/15/33 1,095,000 1,063,105 Series 2937 JG 5.00% 8/15/33 1,410,000 1,375,619 Series 2938 ND 5.00% 10/15/33 1,050,000 1,024,673 Freddie Mac Structured Pass Through Securities Series T-41 3A 7.50% 7/25/32 459,352 483,666 Series T-54 2A 6.50% 2/25/43 95,314 98,736 Series T-56 A2A 2.842% 7/25/36 164,414 163,118 Series T-58 1A2 3.108% 5/25/35 159,751 158,867 Series T-58 2A 6.50% 9/25/43 48,376 50,163 Series T-58 3A 7.00% 9/25/43 624,548 652,135 Series T-59 1A2 7.00% 10/25/43 100,362 105,016 GNMA Series 2003-116 ND 3.75% 6/20/26 235,000 232,230 Series 2004-11 QE 5.00% 12/16/32 405,000 395,050 Series 2004-30 PD 5.00% 2/20/33 276,000 272,370 ---------- TOTAL AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (cost $41,445,069) 40,973,922 ---------- 32 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) AGENCY MORTGAGE-BACKED SECURITIES - 12.29% Fannie Mae 4.92% 5/1/13 USD 25,000 $ 25,195 5.73% 12/1/08 100,800 104,643 5.732% 9/1/14 1,518,624 1,598,827 6.50% 8/1/17 263,625 275,159 6.765% 1/1/07 130,769 134,855 7.13% 1/1/12 294,884 306,219 oFannie Mae ARM 5.119% 1/1/35 559,766 556,653 Fannie Mae Relocation 30 yr 5.00% 11/1/33 72,065 71,299 5.00% 1/1/34 56,460 55,736 5.00% 1/1/34 134,551 133,121 5.00% 2/1/34 74,096 73,309 5.00% 8/1/34 153,658 151,690 5.00% 11/1/34 203,665 201,056 5.00% 11/1/34 134,296 132,575 Fannie Mae S.F. 15 yr TBA 4.50% 4/15/35 660,000 645,356 5.00% 3/1/35 1,510,000 1,509,056 5.50% 4/1/20 1,295,000 1,319,686 Fannie Mae S.F. 20 yr 5.50% 12/1/24 676,918 683,476 Fannie Mae S.F. 30 yr 4.50% 8/1/33 692,114 657,941 4.50% 10/1/33 1,503,553 1,429,315 5.00% 3/1/34 797,463 782,261 5.00% 3/1/34 139,505 136,845 5.00% 3/1/34 778,260 763,425 5.00% 3/1/35 459,499 449,735 5.00% 3/1/35 145,000 141,919 5.50% 3/1/29 290,572 292,388 5.50% 4/1/29 147,285 148,205 5.50% 12/1/33 344,266 345,557 5.50% 12/1/33 151,515 152,083 5.50% 5/1/34 243,280 243,889 5.50% 11/1/34 251,055 251,683 6.00% 9/1/34 763,574 780,993 6.50% 11/1/33 86,665 89,996 6.50% 11/1/33 125,286 130,101 6.50% 9/1/34 440,087 457,003 7.50% 3/1/32 6,787 7,256 7.50% 4/1/32 29,055 31,061 7.50% 6/1/32 45,228 48,351 7.50% 6/1/34 162,352 173,564 Fannie Mae S.F. 30 yr TBA 5.00% 4/1/35 1,145,000 1,119,595 5.00% 5/1/35 3,330,000 3,246,751 5.50% 4/1/35 8,410,000 8,423,142 6.00% 4/1/35 1,230,000 1,257,291 6.50% 4/1/35 2,205,000 2,288,377 7.00% 4/1/35 835,000 879,881 7.50% 4/1/35 160,000 171,000 oFreddie Mac ARM 3.732% 4/1/34 119,266 120,944 Freddie Mac Relocation 30 yr 5.00% 9/1/33 8,959 8,872 Freddie Mac S.F. 15 yr 4.00% 5/1/19 844,213 808,597 Freddie Mac S.F. 20 yr 5.50% 8/1/24 957,666 967,841 5.50% 9/1/24 1,141,354 1,153,481 Principal Market Amount(degree) Value (U.S.$) AGENCY MORTGAGE-BACKED SECURITIES (continued) Freddie Mac S.F. 30 yr 6.00% 10/1/33 USD 74,455 $ 76,246 6.50% 9/1/33 17,238 17,896 6.50% 10/1/33 23,295 24,183 6.50% 11/1/33 181,253 188,163 7.00% 11/1/33 25,392 26,764 GNMA 6.00% 3/20/34 220,243 226,437 6.00% 4/20/34 198,516 204,099 7.00% 8/20/34 290,202 306,707 GNMA S.F. 30 yr 5.50% 10/15/33 120,372 121,651 6.00% 7/15/34 724,395 744,995 6.00% 8/20/34 755,804 776,116 GNMA S.F. 30 yr 5.00% 4/1/35 TBA 685,000 675,581 ---------- TOTAL AGENCY MORTGAGE-BACKED SECURITIES (cost $39,497,195) 39,326,092 ---------- AGENCY OBLIGATIONS - 1.88% Fannie Mae 3.00% 8/15/07 455,000 444,111 3.25% 8/15/08 180,000 174,243 5.00% 4/15/15 165,000 166,605 6.625% 11/15/30 315,000 378,891 ^Fannie Mae 5.485% 10/9/19 2,260,000 1,042,945 ^Financing Corporation Fico Strip PRN-2 5.031% 11/30/17 620,000 327,424 ^Financing Corporation Fico Strip PRN-15 5.240% 3/7/19 390,000 190,963 Freddie Mac 4.875% 3/15/07 300,000 305,195 ^Residual Funding Strip Principal Only 5.047% 10/15/19 3,290,000 1,588,811 ^Resolution Funding Strip Interest Only 5.209% 1/15/25 2,268,000 828,151 5.24% 10/15/25 1,650,000 579,757 ---------- TOTAL AGENCY OBLIGATIONS (cost $5,996,109) 6,027,096 ---------- COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.60% Banc of America Commercial Mortgage Securities Series 2004-5 A3 4.561% 11/10/41 125,000 122,661 Series 2005-1 A3 4.877% 11/10/42 755,000 758,797 oSeries 2005-1 AJ 4.999% 11/10/42 1,160,000 1,162,002 Bank of America - First Union Commercial Mortgage Series 2001-3 A1 4.89% 4/11/37 280,849 282,234 DLJ Commercial Mortgage Securities Series 1998-CF1 A1A 6.14% 2/18/31 342,613 342,187 #DLJ Mortgage Acceptance Series 1997-CF2 A1B 144A 6.82% 10/15/30 204,965 214,382 First Union-Lehman Brothers-Bank of America Series 1998-C2 A2 6.56% 11/18/35 360,000 379,265 GMAC Commercial Mortgage Securities Series 1997-C1 A3 6.869% 7/15/29 330,527 345,898 Series 1998-C2 A2 6.42% 5/15/35 390,000 410,984 oGreenwich Capital Commercial Funding Series 2005 GG3 AJ 4.859% 8/10/42 330,000 322,241 Series 2005 GG3 B 4.894% 8/10/42 555,000 541,545 #Hilton Hotel Pool Trust Series 2000-HLTA A1 144A 7.055% 10/3/15 63,933 68,543 33 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) COMMERCIAL MORTGAGE-BACKED SECURITIES (continued) J.P. Morgan Chase Commercial Mortgage Securities Series 2002-C1 A3 5.376% 7/12/37 USD 720,000 $ 739,454 oSeries 2002-C2 A2 5.05% 12/12/34 665,000 668,879 Series 2003-C1 A2 4.985% 1/12/37 90,000 90,067 LB-UBS Commercial Mortgage Trust Series 2002-C1 A4 6.462% 3/15/31 245,000 267,702 #Meristar Commercial Mortgage Trust Series 1999-C1 C 144A 8.29% 3/3/16 140,000 151,841 Merrill Lynch Mortgage Trust oSeries 2004-BPC1 A3 4.467% 10/12/41 85,000 82,984 Series 2005-GGP1 F 4.351% 11/15/10 105,000 104,998 oSeries 2005-MKB2 A4 5.204% 9/12/42 350,000 351,921 Nomura Asset Securities Series 1998-D6 A1B 6.59% 3/15/30 330,000 349,562 #NYC Mortgage Loan Trust Series 1996 A3 144A 6.75% 9/25/19 270,000 297,000 o#STRIPs III Series 2003-1A 144A 3.308% 3/24/18 69,443 67,186 #Tower Series 2004-2A A 144A 4.232% 12/15/14 195,000 190,131 ---------- TOTAL COMMERCIAL MORTGAGE-BACKED SECURITIES (cost $8,443,545) 8,312,464 ---------- CORPORATE BONDS - 30.66% Basic Materials - 2.06% Abitibi-Consolidated 6.95% 12/15/06 290,000 292,900 Barrick Gold Finance 7.50% 5/1/07 10,000 10,611 #BCP Caylux Holdings 144A 9.625% 6/15/14 52,000 59,540 #Boise Cascade 144A 7.125% 10/15/14 285,000 289,988 Bowater 9.50% 10/15/12 200,000 224,500 Buckeye Technologies 8.00% 10/15/10 110,000 109,450 Celulosa Arauco 5.125% 7/9/13 325,000 311,431 Fort James 7.75% 11/15/23 445,000 500,624 #Huntsman International 144A 7.375% 1/1/15 200,000 200,000 Lubrizol 4.625% 10/1/09 70,000 69,025 Lyondell Chemical 9.875% 5/1/07 72,000 74,160 MDP Acquisitions 9.625% 10/1/12 300,000 324,000 Nalco 8.875% 11/15/13 95,000 102,125 Newmont Mining 5.875% 4/1/35 380,000 373,666 Norske Skog 8.625% 6/15/11 275,000 286,000 #Novelis 144A 7.25% 2/15/15 115,000 113,275 #Port Townsend Paper 144A 12.00% 4/15/11 220,000 221,100 Potlatch 12.50% 12/1/09 175,000 216,848 #PQ 144A 7.50% 2/15/13 65,000 64,350 Rhodia 8.875% 6/1/11 130,000 127,075 10.25% 6/1/10 120,000 131,400 #Sappi Papier Holding 144A 6.75% 6/15/12 650,000 706,068 Seminis Vegetable Seeds 10.25% 10/1/13 185,000 219,225 Smurfit Capital Funding 7.50% 11/20/25 75,000 72,375 ++Solutia 6.72% 10/15/37 330,000 275,550 Stora Enso 7.375% 5/15/11 440,000 496,361 Tembec Industries 8.50% 2/1/11 350,000 333,375 Temple-Inland 5.003% 5/17/07 195,000 196,455 Weyerhaeuser 7.125% 7/15/23 30,000 34,081 7.375% 3/15/32 45,000 52,777 Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Basic Materials (continued) Witco 6.875% 2/1/26 USD 80,000 $ 80,400 7.75% 4/1/23 25,000 25,875 ---------- 6,594,610 ---------- Capital Goods - Manufacturing - 1.21% Anchor Glass 11.00% 2/15/13 220,000 199,650 Armor Holdings 8.25% 8/15/13 300,000 324,750 #Bae Systems Series 2001 AT 144A 7.156% 12/15/11 779,963 833,819 Casella Waste Systems 9.75% 2/1/13 30,000 33,150 General Electric 5.00% 2/1/13 235,000 235,035 Geo Subordinate 11.00% 5/15/12 165,000 169,950 #Graham Packaging 144A 9.875% 10/15/14 195,000 195,975 Interface 10.375% 2/1/10 135,000 151,875 Interline Brands 11.50% 5/15/11 298,000 341,210 #Lone Star Industries 144A 8.85% 6/15/05 60,000 60,425 *Mueller Holdings 14.75% 4/15/14 195,000 135,525 #Park-Ohio Industries 144A 8.375% 11/15/14 75,000 72,750 Radnor Holdings o9.41% 4/15/09 105,000 105,525 11.00% 3/15/10 65,000 48,425 Trimas 9.875% 6/15/12 175,000 179,375 Tyco International Group 6.875% 1/15/29 531,000 597,033 7.00% 6/15/28 159,000 181,039 ---------- 3,865,511 ---------- Consumer Cyclical - 2.83% #Accuride 144A 8.50% 2/1/15 220,000 216,700 Adesa 7.625% 6/15/12 210,000 211,050 *Advanced Accessory Holdings 13.25% 12/15/11 95,000 28,975 Advanced Accessory Systems 10.75% 6/15/11 185,000 155,400 Ameristar Casinos 10.75% 2/15/09 445,000 488,387 Argosy Gaming 9.00% 9/1/11 110,000 120,863 Auburn Hills Trust 12.375% 5/1/20 87,000 130,560 Boyd Gaming 9.25% 8/1/09 275,000 292,531 #Buhrmann US 144A 7.875% 3/1/15 60,000 60,300 Caesars Entertainment 9.375% 2/15/07 70,000 74,638 #Carrols 144A 9.00% 1/15/13 205,000 212,175 oCentex 2.993% 8/1/07 175,000 175,266 Corrections Corporation of America 7.50% 5/1/11 238,000 242,165 CVS 3.875% 11/1/07 240,000 236,683 4.00% 9/15/09 120,000 117,203 DaimlerChrysler Holdings o3.45% 9/10/07 220,000 220,416 4.75% 1/15/08 416,000 414,297 #Denny's 144A 10.00% 10/1/12 155,000 163,525 Ford Motor 7.45% 7/16/31 310,000 281,179 Gaylord Entertainment 8.00% 11/15/13 185,000 192,400 General Motors 8.375% 7/15/33 75,000 64,335 *#H-Lines Finance Holding 144A 11.00% 4/1/13 155,000 121,675 #Horizon Lines 144A 9.00% 11/1/12 100,000 107,000 Johnson Controls 5.00% 11/15/06 25,000 25,321 #Jones Apparel 144A 4.25% 11/15/09 105,000 100,641 34 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Consumer Cyclical (continued) Kansas City Southern Railway 9.50% 10/1/08 USD 220,000 $ 240,900 #Knowledge Learning 144A 7.75% 2/1/15 155,000 150,350 #Landry's Restaurant 144A 7.50% 12/15/14 270,000 263,250 Limited 6.95% 3/1/33 235,000 242,505 #Loehmanns Capital 144A 13.00% 10/1/11 40,000 39,000 Lowe's 7.50% 12/15/05 50,000 51,306 Mandalay Resort Group 10.25% 8/1/07 265,000 289,513 MGM Mirage 9.75% 6/1/07 375,000 405,000 O'Charleys 9.00% 11/1/13 130,000 141,700 OMI 7.625% 12/1/13 190,000 198,313 Penn National Gaming 8.875% 3/15/10 475,000 505,874 Pulte Homes 5.20% 2/15/15 270,000 255,419 Royal Caribbean Cruises 7.25% 3/15/18 60,000 63,900 Seabulk International 9.50% 8/15/13 90,000 103,950 Six Flags 9.625% 6/1/14 25,000 23,188 Stena AB 9.625% 12/1/12 165,000 183,563 Target 5.95% 5/15/06 75,000 76,571 *Town Sports International 11.00% 2/1/14 125,000 74,063 True Temper Sports 8.375% 9/15/11 155,000 144,925 #Ultrapetrol 144A 9.00% 11/24/14 130,000 121,550 #Uno Restaurant 144A 10.00% 2/15/11 155,000 155,775 Warnaco 8.875% 6/15/13 200,000 215,500 Warner Music Group 7.375% 4/15/14 175,000 181,125 Wendy's International 6.35% 12/15/05 25,000 25,385 Wheeling Island Gaming 10.125% 12/15/09 195,000 210,600 #Wynn Las Vegas 144A 6.625% 12/1/14 250,000 238,750 ---------- 9,055,660 ---------- Consumer Non-Cyclical - 2.15% Allied Waste North America 9.25% 9/1/12 375,000 403,125 Ameripath 10.50% 4/1/13 95,000 95,000 #Amgen 144A 4.00% 11/18/09 80,000 78,003 Archer-Daniels-Midland 8.125% 6/1/12 55,000 65,945 #Autopista Del Maipo 144A 7.373% 6/15/22 350,000 395,901 Caremark Rx 7.375% 10/1/06 295,000 307,169 #Commonwealth Brands 144A 9.75% 4/15/08 10,000 10,750 10.625% 9/1/08 220,000 236,500 Cott Beverages 8.00% 12/15/11 300,000 318,750 #Erac USA Finance 144A 7.35% 6/15/08 75,000 81,026 Great Atlantic & Pacific Tea 7.75% 4/15/07 160,000 161,600 #Highmark 144A 6.80% 8/15/13 260,000 280,199 #IMCO Recycling 144A 9.00% 11/15/14 250,000 263,750 Kraft Foods 4.125% 11/12/09 230,000 224,156 5.25% 10/1/13 365,000 368,607 5.625% 11/1/11 5,000 5,195 #Le-Natures 144A 10.00% 6/15/13 275,000 301,125 Medco Health Solutions 7.25% 8/15/13 305,000 337,669 #Miller Brewing 144A 4.25% 8/15/08 280,000 277,458 Nabisco 6.85% 6/15/05 105,000 105,679 National Beef Packing 10.50% 8/1/11 110,000 112,750 Pilgrims Pride 9.625% 9/15/11 215,000 234,350 Province Healthcare 7.50% 6/1/13 440,000 491,149 #Rite Aid 144A 7.50% 1/15/15 125,000 120,625 Safeway 3.80% 8/15/05 70,000 69,976 6.15% 3/1/06 15,000 15,271 UnitedHealth Group 3.375% 8/15/07 375,000 367,423 Universal 6.50% 2/15/06 100,000 101,953 Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Consumer Non-Cyclical (continued) Universal Hospital Services 10.125% 11/1/11 USD 240,000 $ 247,200 #US Oncology 144A 10.75% 8/15/14 210,000 232,050 UST 6.625% 7/15/12 90,000 99,027 *Vanguard Health 11.25% 10/1/15 220,000 147,950 #Warner Chilcott 144A 8.75% 2/1/15 150,000 151,500 #WellPoint 144A 3.75% 12/14/07 105,000 103,115 4.25% 12/15/09 85,000 83,068 ---------- 6,895,014 ---------- Energy - 1.63% Bluewater Finance 10.25% 2/15/12 260,000 283,400 CenterPoint Energy Resources 7.875% 4/1/13 280,000 325,058 Duke Capital 5.668% 8/15/14 135,000 136,006 El Paso Natural Gas 7.625% 8/1/10 55,000 57,949 El Paso Production Holding 7.75% 6/1/13 190,000 193,325 Enterprise Products Operating 4.00% 10/15/07 125,000 122,451 4.625% 10/15/09 100,000 97,685 7.50% 2/1/11 317,000 350,613 #Enterprise Products Operating 144A 5.00% 3/1/15 327,000 307,128 #Gazprom OAO 144A 9.625% 3/1/13 260,000 298,350 Halliburton 8.75% 2/15/21 260,000 341,961 #Hilcorp Energy 144A 10.50% 9/1/10 255,000 284,325 #Inergy Finance 144A 6.875% 12/15/14 90,000 86,850 Naftogaz Ukrainy 8.125% 9/30/09 200,000 205,660 Nexen 5.875% 3/10/35 570,000 547,062 OAO Siberian Oil 10.75% 1/15/09 515,000 574,224 o#Pemex Project Funding Master Trust 144A 3.79% 6/15/10 20,000 20,450 Petroleum Geo-Services 8.00% 11/5/06 98,000 100,328 10.00% 11/5/10 197,000 222,118 o#Secunda International 144A 10.66% 9/1/12 165,000 166,238 Stone Energy 6.75% 12/15/14 55,000 53,625 Tennessee Gas Pipeline 8.375% 6/15/32 55,000 61,396 #Titan Petrochemical Group 144A 8.50% 3/18/12 125,000 117,500 USX 9.125% 1/15/13 15,000 18,741 Valero Energy 6.125% 4/15/07 40,000 41,364 Valero Logistics Operations 6.05% 3/15/13 190,000 198,290 Weatherford International 4.95% 10/15/13 20,000 19,774 ---------- 5,231,871 ---------- Finance - 10.82% 21st Century Insurance 5.90% 12/15/13 275,000 277,943 #America Real Estate Partners 144A 7.125% 2/15/13 200,000 197,000 American General Finance 4.00% 3/15/11 864,000 821,802 Amvescap 4.50% 12/15/09 350,000 343,632 o#Banco Santander 144A 3.31% 12/9/09 150,000 150,544 Bear Stearns 4.65% 7/2/18 180,000 166,278 #Berkshire Hathaway Finance 144A o2.66% 1/11/08 195,000 195,224 4.125% 1/15/10 717,000 700,269 BF Saul REIT 7.50% 3/1/14 115,000 119,888 o#Bombardier Capital 144A 4.92% 5/30/05 120,000 119,910 #Canadian Oil Sands 144A 4.80% 8/10/09 75,000 74,557 35 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Finance (continued) Citigroup 5.875% 2/22/33 USD 235,000 $ 238,547 Credit Suisse First Boston USA 6.125% 11/15/11 140,000 148,735 o#DBS Capital Funding 144A 7.657% 3/31/49 260,000 294,881 Developers Diversified Realty 4.625% 8/1/10 95,000 92,773 5.25% 4/15/11 100,000 100,624 Downey Financial 6.50% 7/1/14 290,000 298,683 E Trade Financial 8.00% 6/15/11 290,000 300,150 #Farmers Exchange Capital 144A 7.05% 7/15/28 345,000 361,299 7.20% 7/15/48 80,000 84,266 #Farmers Insurance Exchange 144A 6.00% 8/1/14 140,000 142,197 8.625% 5/1/24 5,000 6,064 Finova Group 7.50% 11/15/09 386,754 169,205 Ford Motor Credit 5.625% 10/1/08 55,000 52,748 5.70% 1/15/10 45,000 42,431 5.80% 1/12/09 310,000 296,319 6.875% 2/1/06 2,679,000 2,715,969 7.00% 10/1/13 145,000 140,684 Franklin Resources 3.70% 4/15/08 45,000 44,241 General Electric Capital 2.80% 1/15/07 150,000 146,696 4.875% 3/4/15 345,000 337,881 GMAC o3.61% 7/16/07 310,000 292,244 6.75% 1/15/06 1,869,000 1,882,366 6.875% 9/15/11 247,000 223,777 7.75% 1/19/10 130,000 124,987 Goldman Sachs 4.75% 7/15/13 360,000 346,854 5.125% 1/15/15 320,000 313,013 6.345% 2/15/34 230,000 236,513 #Health Care Services 144A 7.75% 6/15/11 250,000 284,761 Household Finance 4.125% 11/16/09 530,000 515,863 HSBC Bank USA 3.875% 9/15/09 520,000 503,909 5.875% 11/1/34 250,000 252,529 HSBC Finance 4.125% 3/11/08 1,460,000 1,449,887 J.P. Morgan Chase 5.875% 3/15/35 1,475,000 1,429,332 #Kazkommerts International 144A 7.00% 11/3/09 85,000 84,363 8.50% 4/16/13 375,000 380,625 KFW International Finance 1.75% 3/23/10 JPY 132,000,000 1,307,397 LaBranche & Company 11.00% 5/15/12 USD 190,000 202,350 #Liberty Mutual 144A 5.75% 3/15/14 90,000 88,609 7.00% 3/15/34 210,000 216,763 #Mantis Reef 144A 4.692% 11/14/08 740,000 732,019 Marsh & McLennan o2.77% 7/13/07 400,000 398,368 5.375% 3/15/07 210,000 213,401 Merrill Lynch o4.056% 3/12/07 215,000 213,205 5.00% 1/15/15 664,000 644,709 Mizuho Financial Group 8.375% 12/29/49 1,240,000 1,340,416 Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Finance (continued) #Mizuho Financial Group 144A 5.79% 4/15/14 USD 175,000 $ 177,637 o#Mizuho Preferred Capital 144A 8.79% 12/29/49 245,000 272,350 Morgan Stanley o3.02% 11/24/06 105,000 105,175 4.00% 1/15/10 336,000 323,813 4.75% 4/1/14 160,000 152,613 5.30% 3/1/13 25,000 25,182 o#National Capital Trust 1 144A 5.486% 12/29/49 665,000 668,263 #Nationwide Mutual Insurance 144A o5.81% 12/15/24 750,000 744,626 7.875% 4/1/33 95,000 114,636 #NLV Financial 144A 6.50% 3/15/35 720,000 711,035 Oesterreichesche Kontrollbank 1.80% 3/22/10 JPY 148,000,000 1,468,533 o#Oil Insurance 144A 5.15% 8/15/33 USD 390,000 391,693 #OMX Timber Finance 144A 5.42% 1/29/20 505,000 495,279 #Pennsylvania Mutual Life Insurance 144A 6.65% 6/15/34 369,000 399,444 #PF Export Receivables Master Trust 144A 6.60% 12/1/11 147,663 156,926 Popular North America 4.25% 4/1/08 100,000 99,398 Popular North America Capital Trust 6.564% 9/15/34 115,000 121,581 o#Premium Asset Trust Series 2005-2 144A 2.95% 2/2/07 195,000 195,000 o#Rabobank Capital Funding II 144A 5.26% 12/29/49 35,000 35,217 oRBS Capital Trust I 4.709% 12/29/49 120,000 116,076 Regions Financial 6.375% 5/15/12 60,000 64,818 Rentenbank 1.375% 4/25/13 JPY 165,000,000 1,579,881 Royal Bank of Scotland 7.816% 11/29/49 USD 265,000 271,540 Tanger Properties 9.125% 2/15/08 200,000 221,000 o#Twin Reefs 144A 3.77% 12/31/49 300,000 301,742 Wells Fargo o3.15% 9/28/07 310,000 310,547 4.20% 1/15/10 677,000 662,660 #Westfield Capital 144A 4.375% 11/15/10 1,620,000 1,580,654 ----------- 34,627,019 ----------- Media - 1.92% JAdelphia Communications 8.125% 7/15/06 155,000 130,200 American Media Operations 10.25% 5/1/09 410,000 424,349 Cenveo 7.875% 12/1/13 200,000 179,500 #Charter Communications 144A 5.875% 11/16/09 65,000 56,306 Charter Communications Holdings 10.75% 10/1/09 575,000 474,374 *12.125% 1/15/12 310,000 195,300 Comcast Cable Communications 8.375% 3/15/13 210,000 249,903 Comcast Cablevision 9.00% 9/1/08 339,000 382,072 #Cox Communications 144A 4.625% 1/15/10 175,000 170,228 CSC Holdings 8.125% 8/15/09 170,000 180,200 10.50% 5/15/16 340,000 375,700 Dex Media West 9.875% 8/15/13 210,000 235,200 36 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Media (continued) InterActiveCorp 6.75% 11/15/05 USD 270,000 $ 274,027 oLiberty Media 4.51% 9/17/06 310,000 314,194 Lodgenet Entertainment 9.50% 6/15/13 190,000 208,050 Mediacom Broadband 11.00% 7/15/13 75,000 80,625 Mediacom Capital 8.50% 4/15/08 225,000 228,938 9.50% 1/15/13 225,000 225,563 Nextmedia Operating 10.75% 7/1/11 290,000 317,913 Rogers Cablesystems 11.00% 12/1/15 75,000 82,125 Sheridan Acquisition 10.25% 8/15/11 155,000 165,463 TCI Communications 9.875% 6/15/22 290,000 409,271 10.125% 4/15/22 144,000 205,735 Thomson 5.75% 2/1/08 85,000 87,676 Time Warner 8.18% 8/15/07 240,000 258,627 Time Warner Entertainment 8.375% 3/15/23 25,000 30,709 XM Satellite Radio 12.00% 6/15/10 180,000 210,600 ---------- 6,152,848 ---------- Technology - 0.06% Dell 6.55% 4/15/08 15,000 15,928 #Magnachip Semiconductor 144A 8.00% 12/15/14 110,000 113,025 Stratus Technologies 10.375% 12/1/08 70,000 69,650 ---------- 198,603 ---------- Telecommunications - 3.49% Alaska Communications Systems Holdings 9.875% 8/15/11 268,000 284,080 Alltel 4.656% 5/17/07 185,000 186,218 America Movil 5.75% 1/15/15 370,000 359,475 BellSouth 4.75% 11/15/12 170,000 166,266 British Telecommunications 8.875% 12/15/30 695,000 928,845 Centennial Cellular Operating 10.125% 6/15/13 125,000 138,750 Cincinnati Bell 8.375% 1/15/14 350,000 346,500 Deutsche Telekom International Finance 8.75% 6/15/30 147,000 192,823 GTE 7.90% 2/1/27 670,000 721,495 #Hanarotelecom 144A 7.00% 2/1/12 200,000 193,920 *Inmarsat Finance 10.375% 11/15/12 255,000 181,050 #Intelsat Bermuda 144A 8.625% 1/15/15 200,000 205,000 Insight Midwest 10.50% 11/1/10 440,000 473,000 iPCS 11.50% 5/1/12 45,000 50,850 #Iwo Escrow 144A o6.32% 1/15/12 30,000 30,750 *10.75% 1/15/15 25,000 16,125 MCI 6.908% 5/1/07 226,000 230,520 7.688% 5/1/09 250,000 260,625 MetroPCS 10.75% 10/1/11 20,000 20,500 Motorola 4.608% 11/16/07 195,000 195,628 #New Skies Satellite 144A 9.125% 11/1/12 110,000 112,750 Nextel Communications 5.95% 3/15/14 400,000 400,000 #Qwest 144A 7.875% 9/1/11 60,000 62,100 #Qwest Services 144A 14.00% 12/15/10 255,000 296,438 Rural Cellular 9.625% 5/15/08 125,000 120,000 9.875% 2/1/10 35,000 35,350 Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Telecommunications (continued) SBC Communications 4.125% 9/15/09 USD 795,000 $ 774,010 5.625% 6/15/16 210,000 211,264 6.15% 9/15/34 285,000 286,497 Sprint Capital 4.78% 8/17/06 70,000 70,454 6.375% 5/1/09 10,000 10,572 8.75% 3/15/32 300,000 390,385 #Telcordia Technologies 144A 10.00% 3/15/13 270,000 269,325 Telecom Italia Capital 5.25% 11/15/13 115,000 113,810 #Telecom Italia Capital 144A 4.00% 1/15/10 85,000 81,349 4.95% 9/30/14 455,000 436,658 Telefonica Europe 7.35% 9/15/05 15,000 15,258 Telefonos de Mexico 4.50% 11/19/08 435,000 428,756 #Telefonos de Mexico 144A 4.75% 1/27/10 1,135,000 1,108,760 oUS Lec 10.67% 10/1/09 95,000 99,275 US Unwired 10.00% 6/15/12 110,000 122,375 #Valor Telecom Enterprises 144A 7.75% 2/15/15 130,000 130,000 Verizon New Jersey 5.875% 1/17/12 60,000 62,316 Verizon Wireless 5.375% 12/15/06 200,000 203,831 Vodafone Group 5.375% 1/30/15 135,000 136,881 ----------- 11,160,834 ----------- Transportation - 0.73% American Airlines 6.817% 5/23/11 65,000 60,420 Continental Airlines 6.503% 6/15/11 140,000 134,461 oCSX 3.05% 8/3/06 95,000 95,202 Delta Air Lines 6.417% 7/2/12 435,000 452,479 Deutsche Bahn Finance 1.65% 12/1/14 JPY 166,000,000 1,577,641 ----------- 2,320,203 ----------- Utilities - 3.76% #Allegheny Energy Supply Statutory Trust 2001 Series B 144A 13.00% 11/15/07 USD 15,000 16,875 American Electric Power 6.125% 5/15/06 60,000 61,351 oAtmos Energy 3.035% 10/15/07 130,000 130,235 Avista 7.75% 1/1/07 85,000 89,810 9.75% 6/1/08 45,000 51,490 Calpine 10.50% 5/15/06 75,000 74,250 o#Calpine 144A 8.41% 7/15/07 88,650 76,239 CC Fund Trust I 6.90% 2/16/07 660,000 689,742 CMS Energy 9.875% 10/15/07 130,000 141,700 Consolidated Edison 3.625% 8/1/08 30,000 29,282 Consumers Energy 5.00% 2/15/12 320,000 316,489 6.25% 9/15/06 340,000 349,669 #Dayton Power & Light 144A 5.125% 10/1/13 56,000 56,206 Detroit Edison 5.05% 10/1/05 60,000 60,431 6.35% 10/15/32 5,000 5,455 Dominion Resources 7.195% 9/15/14 95,000 107,927 DTE Energy 6.65% 4/15/09 475,000 507,348 #Dynegy Holdings 144A 10.125% 7/15/13 215,000 235,425 Elwood Energy 8.159% 7/5/26 83,297 92,876 37 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) CORPORATE BONDS (continued) Utilities (continued) #FPL Energy National 144A 5.608% 3/10/24 USD 480,000 $ 475,855 FPL Group Capital 4.086% 2/16/07 760,000 758,471 #Holly Energy Partners 144A 6.25% 3/1/15 250,000 241,250 Hydro Quebec 8.40% 1/15/22 120,000 164,927 9.40% 2/1/21 35,000 51,100 Midland Funding II 11.75% 7/23/05 17,208 17,637 Midwest Generation 8.30% 7/2/09 190,000 203,775 8.75% 5/1/34 285,000 319,200 ++Mirant Americas Generation 7.625% 5/1/06 130,000 147,550 Nisource Finance 3.20% 11/1/06 55,000 53,925 #NRG Energy 144A 8.00% 12/15/13 236,000 250,750 Orion Power Holdings 12.00% 5/1/10 60,000 73,200 Pacific Gas & Electric 6.05% 3/1/34 317,000 326,624 Pacificorp 6.375% 5/15/08 290,000 306,945 #Pedernales Electric 144A 6.202% 11/15/32 620,000 672,516 #Power Contract Financing 144A 5.20% 2/1/06 58,109 58,585 PP&L Capital Funding 7.75% 4/15/05 180,000 180,203 Progress Energy 6.75% 3/1/06 495,000 507,418 PSEG Energy Holdings 7.75% 4/16/07 135,000 139,388 Puget Energy 7.69% 2/1/11 250,000 287,432 Reliant Energy 9.50% 7/15/13 130,000 142,025 oScana 3.109% 3/1/08 185,000 185,198 Sempra Energy o3.317% 5/21/08 240,000 240,793 4.621% 5/17/07 510,000 512,279 Southern California Edison o3.075% 12/13/07 190,000 189,912 6.00% 1/15/34 155,000 161,501 Southern Capital Funding 5.30% 2/1/07 40,000 41,157 #Texas Genco 144A 6.875% 12/15/14 175,000 176,313 #TXU 144A 4.80% 11/15/09 340,000 329,717 5.55% 11/15/14 550,000 522,798 #TXU Australia 144A 6.15% 11/15/13 560,000 596,475 TXU Electric Delivery 7.00% 5/1/32 35,000 40,481 TXU Energy 7.00% 3/15/13 20,000 21,921 Westar Energy 5.95% 1/1/35 435,000 437,316 Xcel Energy 7.00% 12/1/10 80,000 88,200 ----------- 12,015,637 ----------- TOTAL CORPORATE BONDS (cost $98,841,881) 98,117,810 ----------- MUNICIPAL BONDS - 3.26% Allentown, Pennsylvania 3.98% 10/1/11 (AMBAC) 320,000 305,635 oArizona Educational Loan Marketing Corporation 2004-A A1 3.01% 12/1/13 998,667 999,602 Aruba Airport Authority 7.70% 1/1/13 (MBIA) 184,000 201,439 Augusta, Georgia Water & Sewer Revenue 5.25% 10/1/39 (FSA) 260,000 274,303 California State 5.00% 2/1/33 60,000 61,090 5.00% 2/1/33 5,000 5,087 California State Economic Recovery 5.25% 7/1/13 105,000 115,416 California State University Revenue System 5.00% 11/1/30 (AMBAC) 195,000 202,586 Principal Market Amount(degree) Value (U.S.$) MUNICIPAL BONDS (continued) Colorado Department of Transportation Revenue 5.00% 12/15/12 (FGIC) USD 85,000 $ 92,221 5.00% 12/15/13 (FGIC) 255,000 276,856 Escondido, California Revenue 5.75% 9/1/25 (MBIA) 565,000 580,888 Fairfield, California Pension Obligation 5.42% 6/1/34 (AMBAC) 765,000 764,495 Forsyth, Montana Pollution Control Revenue (Portland General Project) Series A 5.20% 5/1/33 20,000 20,902 Golden State, California Tobacco Securitization Corporation Settlement Revenue Series B 5.50% 6/1/43 55,000 58,123 Hoboken, New Jersey General Obligation Taxable Series B 4.26% 2/1/10 (MBIA) 60,000 58,872 5.33% 2/1/18 (MBIA) 65,000 65,573 Hoboken, New Jersey Refunding Taxable Pension 6.50% 4/1/26 (MBIA) 25,000 28,354 Illinois State Taxable Pension 5.10% 6/1/33 120,000 115,516 Industry Urban Development Agency 4.50% 5/1/10 (MBIA) 195,000 192,338 La Quinta Redevelopment Agency Tax Allocation 5.45% 9/1/13 (AMBAC) 15,000 15,067 6.24% 9/1/23 (AMBAC) 10,000 10,683 Los Angeles, California Community Redevelopment 5.60% 7/1/18 (MBIA) 80,000 80,307 5.83% 12/1/17 (FSA) 525,000 531,720 Manchester, New Hampshire Taxable Series C 5.375% 12/1/11 (FGIC) 110,000 113,559 Metropolitan Washington, District of Columbia Airport Authority 4.62% 10/1/10 (FGIC) 15,000 14,930 New Jersey Economic Development Authority Revenue Cigarette Tax 5.75% 6/15/29 100,000 105,132 New York State Sales Tax Asset Receivables 5.25% 10/15/27 (AMBAC) 155,000 167,237 New York State Urban Development Corporate 5.25% 3/15/34 (FGIC) 125,000 132,431 Oregon Local Governments 3.145% 6/1/06 (AMBAC) 325,000 322,108 Oregon State Taxable Pension 5.892% 6/1/27 65,000 69,854 Philadelphia, Pennsylvania Authority For Industrial Development Retirement System Series A 5.64% 4/15/06 (MBIA) 1,103,000 1,121,971 Puerto Rico Public Buildings Authority Revenue (Government Facilities) Series I 5.25% 7/1/33 120,000 125,906 Sacramento, California Public Finance Authority Series B 3.82% 12/1/08 (FGIC) 85,000 83,884 5.18% 12/1/13 (FGIC) 105,000 105,334 San Diego Redevelopment Tax Allocation Series C 5.81% 9/1/19 (XLCA) 645,000 659,274 South Texas Detention Complex 4.92% 2/1/14 (MBIA) 1,150,000 1,135,509 38 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) MUNICIPAL BONDS (continued) Waterbury, Connecticut Taxable Series B 5.43% 4/1/09 (FSA) USD 564,000 $ 574,411 West Virginia Economic Development Authority 5.37% 7/1/20 (MBIA) 590,000 595,770 6.07% 7/1/26 45,000 46,975 ----------- TOTAL MUNICIPAL BONDS (cost $10,402,342) 10,431,358 ----------- NON-AGENCY ASSET-BACKED SECURITIES - 3.96% #ABSC NIM Trust Series 2004-HE1 A 144A 7.00% 1/17/34 14,075 14,038 AmeriCredit Automobile Receivables Trust Series 2001-D A4 4.41% 11/12/08 358,691 360,497 Series 2002-1 A3 4.23% 10/6/06 5,139 5,140 Series 2002-A A4 4.61% 1/12/09 541,116 544,763 Capital One Auto Finance Trust Series 2003-A A4A 2.47% 1/15/10 20,000 19,595 Centex Home Equity Series 2002-A AF6 5.54% 1/25/32 65,000 65,804 #Chase Funding NIM Series 2003-6A 144A 5.00% 12/27/35 2,226 2,226 Citibank Credit Card Issuance Trust Series 2002-A1 A1 4.95% 2/9/09 305,000 309,413 Series 2003-A7 A7 4.15% 7/7/17 65,000 60,970 Series 2004-A4 3.20% 8/24/09 75,000 73,222 Capital One Multi-Asset Execution Trust oSeries 2004-B3 B3 3.54% 1/18/22 1,390,000 1,425,936 Series 2005-B1 B1 4.90% 12/15/17 715,000 695,981 Countrywide Asset-Backed Certificates oSeries 2004-9 AF2 3.337% 9/25/23 115,000 113,441 oSeries 2004-13 AV2 2.91% 5/25/34 220,000 220,587 Series 2004-S1 A2 3.872% 3/25/20 230,000 227,035 #Countrywide Asset-Backed Certificates 144A Series 2004-1NIM Note 6.00% 5/25/34 18,092 18,214 Series 2004-2N N1 NIM 5.00% 2/25/35 124,753 123,927 Series 2004-BC1N Note 5.50% 4/25/35 21,421 21,468 #Drive Auto Receivables Trust Series 2004-1 A3 144A 3.50% 8/15/08 325,000 321,827 #First Franklin NIM Trust 144A Series 2004-FF6A 5.75% 7/25/34 212,202 212,998 Series 2004-FFH4 N1 4.212% 1/21/35 919,931 919,930 #GSAA Trust Series 2004-4N Note 144A 6.25% 5/25/34 132,775 132,650 Honda Automobile Receivables Owners Trust Series 2004-2 A4 3.81% 10/15/09 70,000 69,134 @=#Magnetite Asset Investor Series 2003 C1 144A 8.786% 1/31/08 250,000 257,917 MBNA Credit Card Master Note Trust Series 2004-A4 A4 2.70% 9/15/09 270,000 262,377 #MBNA Master Credit Card Trust USA Series 2000-D C 144A 8.40% 9/15/09 110,000 118,414 oMerrill Lynch Mortgage Investors Series 2004-WMC5 A2B2 3.20% 7/25/35 225,000 225,825 Series 2005-NC1 A2B 3.07% 10/25/35 80,000 80,073 Series 2005-WMC1 A2B 3.07% 9/25/35 375,000 375,586 Mid-State Trust Series 2004-1 A 6.005% 8/15/37 66,869 66,613 MMCA Automobile Trust Series 2002-2 A4 4.30% 3/15/10 231,056 230,875 Series 2002-2 B 4.67% 3/15/10 169,768 167,110 Principal Market Amount(degree) Value (U.S.$) NON-AGENCY ASSET-BACKED SECURITIES (continued) Navistar Financial Corporate Owner Trust Series 2001-B A4 4.37% 11/17/08 USD 217,058 $ 217,334 oNovastar Home Equity Loan Series 2004-4 A2B 2.99% 3/25/35 230,000 230,870 #Park Place Securities NIM Trust 144A Series 2004-MCW1 A 4.458% 9/25/34 286,905 286,905 Series 2004-MHQ1 A 2.487% 12/25/34 130,754 130,754 Series 2004-WHQ1 B 3.483% 9/25/34 640,000 638,656 Series 2004-WHQ1 D 7.384% 9/25/34 385,000 389,813 Renaissance Home Equity Loan Trust Series 2004-4 AF2 3.856% 2/25/35 225,000 222,631 oResidential Asset Mortgage Products Series 2004-RS12 AII2 3.08% 12/25/34 110,000 110,177 Series 2004-RZ2 AI3 4.30% 1/25/31 125,000 124,515 Residential Asset Securities Series 2000-KS5 AI6 7.175% 12/25/31 74,954 76,356 @=#RHYNO CBO Delaware Series 1997-1 A2 144A 6.33% 9/15/09 60,461 61,110 #Sail NIM Notes Series 2004-4A A 144A 5.00% 4/27/34 520,556 521,182 oSaxon Asset Securities Trust Series 2005-1 A2B 3.07% 5/25/35 280,000 280,271 Structured Asset Securities Series 2001-SB1 A2 3.375% 8/25/31 179,386 170,988 oSeries 2005-NC1 A7 2.88% 2/25/35 270,000 270,440 Vanderbilt Mortgage Finance Series 2001-A A4 7.235% 6/7/28 110,000 115,968 WFS Financial Owner Trust Series 2002-2 A4 4.50% 2/20/10 115,000 115,695 Series 2005-1 D 4.09% 8/17/12 925,000 916,280 Whole Auto Loan Trust Series 2003-1 B 2.24% 3/15/10 29,316 28,905 ---------- TOTAL NON-AGENCY ASSET-BACKED SECURITIES (cost $12,714,172) 12,652,436 ---------- NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS - 5.49% Bank of America Alternative Loan Trust Series 2003-10 2A1 6.00% 12/25/33 30,364 30,896 Series 2004-2 1A1 6.00% 3/25/34 92,384 94,000 Series 2004-10 1CB1 6.00% 11/25/34 329,693 335,751 Series 2005-3 2A1 5.50% 3/25/20 215,000 218,124 Bank of America Funding Series 2004-3 2A2 5.00% 9/25/19 150,909 149,777 Bank of America Mortgage Securities oSeries 2003-I 2A4 3.828% 10/25/33 5,000 4,969 Series 2004-3 1A2O 4.25% 4/25/34 622,644 622,417 oSeries 2004-A 1A1 3.491% 2/25/34 29,763 29,544 oSeries 2004-E 1A1 3.532% 6/25/34 81,212 80,350 oSeries 2004-G 2A6 4.657% 8/25/34 125,000 124,752 oSeries 2005-A 2A1 4.494% 2/25/35 520,854 516,131 oSeries 2005-B 2A1 4.428% 3/25/35 489,718 484,477 Cendant Mortgage Series 2003-1 A6 5.50% 2/25/33 113,277 113,617 Citigroup Mortgage Loan Trust Series 2003-3 A4 5.50% 3/25/33 400,000 405,132 Series 2004-NCM1 1A2 6.50% 6/25/34 312,909 323,860 Series 2004-NCM2 1CB2 6.75% 8/25/34 416,321 432,063 Countrywide Alternative Loan Trust Series 2004-J1 1A1 6.00% 2/25/34 64,449 65,334 Series 2004-J2 7A1 6.00% 12/25/33 104,283 105,521 oSeries 2004-J7 1A2 4.673% 8/25/34 175,000 174,842 39 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (continued) Countrywide Home Loan Mortgage Pass Through Trust oSeries 2001-HYB2 3A1 5.412% 9/19/31 USD 19,412 19,443 Series 2003-1 1A7 4.50% 3/25/33 3,491 3,492 oSeries 2003-21 A1 4.131% 5/25/33 31,447 31,071 oSeries 2003-56 3A7B 4.71% 12/25/33 245,000 241,027 Credit Suisse First Boston Mortgage Securities Series 2003-29 5A1 7.00% 12/25/33 55,846 57,704 Series 2004-1 3A1 7.00% 2/25/34 21,241 21,943 oDeutsche Mortgage Securities Series 2004-4 1A2 4.01% 4/25/34 40,000 39,952 First Horizon Alternative Mortgage Securities Series 2004-FA1 1A1 6.25% 10/25/34 361,625 370,816 oFirst Horizon Asset Securities Series 2004-AR5 4A1 5.664% 10/25/34 129,583 131,591 #GSMPS Mortgage Loan Trust 144A Series 1998-3 A 7.75% 9/19/27 52,016 55,311 Series 1999-3 A 8.00% 8/19/29 87,691 93,889 Series 2005-RP1 1A3 8.00% 1/25/35 213,418 229,443 Series 2005-RP1 1A4 8.50% 1/25/35 98,323 107,053 oMaster Adjustable Rate Mortgages Trust Series 2003-6 1A2 2.981% 12/25/33 10,000 9,835 MASTR Alternative Loans Trust Series 2003-6 3A1 8.00% 9/25/33 45,077 46,918 Series 2003-9 1A1 5.50% 12/25/18 26,539 26,970 Series 2004-3 2A1 6.25% 4/25/34 780,852 799,886 Series 2004-3 8A1 7.00% 4/25/34 166,330 170,269 Series 2004-5 3A1 6.50% 6/25/34 66,951 68,959 Series 2004-5 6A1 7.00% 6/25/34 745,290 755,551 Series 2005-3 7A1 6.00% 3/31/35 310,000 315,425 MASTR Asset Securitization Trust Series 2003-6 8A1 5.50% 7/25/33 177,398 176,455 Series 2003-9 2A7 5.50% 10/25/33 710,491 708,191 Series 2003-11 6A12 4.75% 12/25/33 370,000 370,797 #MASTR Reperforming Loan Trust Series 2005-1 1A5 144A 8.00% 8/25/34 310,000 323,924 Merrill Lynch Mortgage Trust Series 2005-GGP1 E 4.33% 11/15/10 110,000 109,997 oNomura Asset Acceptance Series 2004-AP2 A2 4.099% 7/25/34 80,000 79,782 Prime Mortgage Trust Series 2004-CL1 1A1 6.00% 2/25/34 94,872 95,761 Residential Asset Mortgage Products Series 2004-SL1 A3 7.00% 11/25/34 45,581 46,790 Series 2004-SL4 A3 6.50% 7/25/32 193,820 199,449 Residential Asset Securitization Trust Series 2002-A13 A3 5.00% 12/25/17 77,046 77,206 Series 2003-A11 A1 4.25% 11/25/33 507,505 507,503 Structured Adjusted Rate Mortgage Loan Trust Series 2004-18 5A 5.50% 12/25/34 143,343 144,374 Structured Asset Securities oSeries 2002-22H 1A 6.998% 11/25/32 34,392 35,330 Series 2004-12H 1A 6.00% 5/25/34 286,830 290,236 Washington Mutual Alternative Mortgage Pass-Through Certificates Series 2005-1 5A2 6.00% 3/25/20 173,161 174,785 Series 2005-1 6A2 6.50% 3/25/35 52,483 53,746 Washington Mutual MSC Mortgage Pass-Through Certificates Series 2001-MS15 SA1 6.00% 1/25/17 5,575 5,659 Principal Market Amount(degree) Value (U.S.$) NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (continued) Washington Mutual Series 2002-S7 4A1 4.50% 11/25/32 USD 20,330 $ 20,329 Series 2002-S8 2A1 4.50% 1/25/18 237,119 237,317 oSeries 2003-AR9 1A7 4.058% 9/25/33 192,977 191,089 oSeries 2003-AR10 A6 4.076% 10/25/33 955,000 939,471 oSeries 2003-AR11 A6 3.985% 10/25/33 1,245,000 1,215,424 oSeries 2004-AR4 A6 3.808% 6/25/34 580,000 560,847 oSeries 2004-AR5 A6 3.858% 6/25/34 555,000 536,758 oSeries 2004-AR9 A7 4.225% 8/25/34 456,000 447,806 Series 2004-CB2 4A 6.50% 8/25/34 230,126 238,180 Series 2004-CB3 1A 6.00% 10/25/34 312,051 318,690 Series 2004-CB3 4A 6.00% 10/25/19 170,398 175,190 oSeries 2005-AR3 A1 4.661% 3/25/35 410,262 407,287 oWells Fargo Mortgage Backed Securities Trust Series 2004-DD 2A3 4.545% 1/25/35 245,000 244,033 Series 2004-DD 2A6 4.545% 1/25/35 125,000 121,841 Series 2004-I 1A1 3.391% 7/25/34 361,761 364,220 Series 2004-T A1 3.455% 9/25/34 247,132 245,585 ----------- TOTAL NON-AGENCY COLLATERALIZED MORTGAGE OBLIGATIONS (cost $17,737,970) 17,572,157 ----------- REGIONAL AGENCY - 0.16% Australia - 0.16% Queensland Treasury 6.00% 6/14/11 AUD 663,000 515,872 ----------- TOTAL REGIONAL AGENCY (cost $502,414) 515,872 ----------- REGIONAL AUTHORITY - 0.29% Canada - 0.29% Province of Ontario 1.875% 1/25/10 JPY 94,000,000 934,725 ----------- TOTAL REGIONAL AUTHORITY (cost $938,509) 934,725 ----------- SOVEREIGN AGENCIES - 1.08% Canada - 0.17% Canada Housing Trust 3.75% 3/15/10 CAD 664,000 544,283 ----------- 544,283 ----------- Japan - 0.91% Development Bank of Japan 1.75% 6/21/10 JPY 132,000,000 1,307,568 Japan Finance Corporation for Municipal Enterprises 1.35% 11/26/13 JPY 170,000,000 1,614,803 ----------- 2,922,371 ----------- TOTAL SOVEREIGN AGENCIES (cost $3,530,742) 3,466,654 ----------- SOVEREIGN DEBT - 5.86% Argentina - 0.23% oArgentina Government Bonds 3.01% 8/3/12 USD 855,000 723,655 ----------- 723,655 ----------- Austria - 0.25% Austria Government Bond 5.25% 1/4/11 EUR 565,000 810,864 ----------- 810,864 ----------- 40 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Principal Market Amount(degree) Value (U.S.$) SOVEREIGN DEBT (continued) Belgium - 0.28% Belgium Government Bond 5.75% 3/28/08 EUR 642,000 $ 904,081 ---------- 904,081 ---------- El Salvador - 0.19% El Salvador Government International Bond 8.25% 4/10/32 USD 610,000 622,830 ---------- 622,830 ---------- France - 0.79% France Government Bond 4.00% 4/25/13 EUR 1,184,000 1,592,045 French Treasury Note 5.00% 1/12/06 EUR 702,000 928,743 ---------- 2,520,788 ---------- Germany - 1.04% Deutschland Republic 4.50% 1/4/13 EUR 1,173,000 1,632,746 4.75% 7/4/08 EUR 671,000 922,436 5.00% 7/4/11 EUR 557,000 794,424 ---------- 3,349,606 ---------- Italy - 0.53% Italy Bouni Poliennali Del Tesoro 5.00% 8/1/34 EUR 98,000 142,037 Italy Government International Bond 0.65% 3/20/09 JPY 64,100,000 606,296 5.75% 7/25/16 EUR 616,000 939,628 ---------- 1,687,961 ---------- Mexico - 0.17% Mexico Government International Bond 6.75% 9/27/34 USD 540,000 528,390 ---------- 528,390 ---------- Netherlands - 0.31% Netherlands Government Bond 5.75% 2/15/07 EUR 733,000 1,006,835 ---------- 1,006,835 ---------- Norway - 0.08% Norway Government Bond 6.00% 5/16/11 NOK 1,423,000 252,593 ---------- 252,593 ---------- Peru - 0.19% Peru Government Bond 8.75% 11/21/33 USD 585,000 611,325 ---------- 611,325 ---------- Poland - 0.67% Poland Government Bond 6.00% 5/24/09 PLZ 3,339,000 1,076,107 6.25% 10/24/15 PLZ 3,186,000 1,070,041 ---------- 2,146,148 ---------- Russia - 0.09% Russian Ministry of Finance 3.00% 5/14/11 USD 320,000 268,608 @#Russian Paris Club Participation Note 144A 1.925% 8/20/20 JPY 1,529,420 12,576 ---------- 281,184 ---------- Principal Market Amount(degree) Value (U.S.$) SOVEREIGN DEBT (continued) Sweden - 0.30% Sweden Government Bond 6.50% 5/5/08 SEK 3,040,000 $ 476,967 6.75% 5/5/14 SEK 2,750,000 482,084 ---------- 959,051 ---------- United Kingdom - 0.50% U.K. Treasury 4.00% 3/7/09 GBP 580,450 1,070,676 4.25% 6/7/32 GBP 296,000 532,373 ---------- 1,603,049 ---------- Venezuela - 0.24% Venezuela Government International Bond 6.75% 3/31/20 USD 500,000 498,471 9.375% 1/13/34 USD 260,000 258,050 ---------- 756,521 ---------- TOTAL SOVEREIGN DEBT (cost $18,322,659) 18,764,881 ---------- SUPRANATIONAL BANKS - 0.25% Inter-American Development Bank 1.90% 7/8/09 JPY 80,000,000 795,698 ---------- TOTAL SUPRANATIONAL BANKS (cost $781,517) 795,698 ---------- U.S. TREASURY OBLIGATIONS - 15.98% U.S. Treasury Bonds 5.375% 2/15/31 USD 220,000 239,843 6.00% 2/15/26 3,332,000 3,812,668 U.S. Treasury Inflation Index Notes (infinity)1.625% 1/15/15 1,562,887 1,540,299 2.00% 7/15/14 794,122 811,384 2.375% 1/15/25 551,333 593,204 3.00% 7/15/12 164,385 180,972 3.375% 1/15/07 168,498 176,943 3.375% 4/15/32 182,629 242,423 U.S. Treasury Notes 2.00% 8/31/05 785,000 781,934 2.75% 6/30/06 8,989,000 8,901,221 3.00% 2/15/09 8,251,000 7,937,404 3.25% 1/15/09 4,190,000 4,072,814 3.375% 2/28/07 3,895,000 3,867,766 3.375% 2/15/08 510,000 502,510 3.50% 2/15/10 3,000,000 2,912,697 3.625% 7/15/09 3,224,000 3,162,670 3.875% 2/15/13 300,000 289,676 4.00% 3/15/10 3,515,000 3,488,641 4.00% 2/15/15 3,335,000 3,205,248 5.00% 8/15/11 4,249,000 4,415,642 ---------- TOTAL U.S. TREASURY OBLIGATIONS (cost $51,318,634) 51,135,959 ---------- Number of Shares COMMON STOCK - 0.00% MCI 77 1,919 ---------- TOTAL COMMON STOCK (cost $1,348) 1,919 ---------- 41 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value (U.S.$) PREFERRED STOCK - 0.04% Alamosa Delaware 7.50% 50 $ 43,413 Host Marriott Preferred Class B 10.00% 225 5,652 Nexen 7.35% 3,225 83,721 ------------ TOTAL PREFERRED STOCK (cost $135,287) 132,786 ------------ Principal Amount(degree) REPURCHASE AGREEMENTS - 10.14% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $17,117,236, collateralized by $650,000 U.S. Treasury Bills due 7/28/05, market value $644,381, and $17,011,000 U.S. Treasury Bills due 8/18/05, market value $16,817,486) USD 17,116,000 17,116,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $15,340,065, collateralized by $1,921,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $1,978,593, $9,158,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $9,158,705, and $4,579,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $4,513,723) 15,339,000 15,339,000 ------------ TOTAL REPURCHASE AGREEMENTS (cost $32,455,000) 32,455,000 ------------ TOTAL MARKET VALUE OF SECURITIES - 107.51% (cost $345,524,352) 344,074,375 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (7.51%) (24,032,514)x ------------ NET ASSETS APPLICABLE TO 35,983,717 SHARES OUTSTANDING - 100.00% $320,041,861 ============ Net Asset Value - Optimum Fixed Income Fund Class A ($33,251,027 / 3,739,356 Shares) $8.89 ----- Net Asset Value - Optimum Fixed Income Fund Class B ($8,405,319 / 944,568 Shares) $8.90 ----- Net Asset Value - Optimum Fixed Income Fund Class C ($125,301,177 / 14,076,355 Shares) $8.90 ----- Net Asset Value - Optimum Fixed Income Fund Institutional Class ($153,084,338 / 17,223,438 Shares) $8.89 ----- COMPONENTS OF NET ASSETS AT MARCH 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $320,056,015 Undistributed net investment income 1,244,598 Accumulated net realized gain on investments 173,573 Net unrealized depreciation of investments and foreign currencies (1,432,325) ------------ Total net assets $320,041,861 ============ (degree)Principal amount shown is stated in the currency in which each foreign bond is denominated. AUD - Australian Dollar CAD - Canadian Dollar EUR - European Monetary Units GBP - British Pound Sterling JPY - Japanese Yen NOK - Norwegian Kroner PLZ - Polish Zloty SEK - Swedish Krona USD - U.S. Dollar #Security exempt from registration under Rule 144A of the Securities Act of 1933. See Note 9 in "Notes to Financial Statements." (infinity)Fully or partially pledged as collateral for financial futures contracts. ^Zero coupon bond. The interest rate shown is the yield at the time of purchase. ++Non-income producing security. Security is currently in default. oVariable rate notes. The interest rate shown is the rate as of March 31, 2005. *Step coupon bond. Indicates security that has a zero coupon that remains in effect until a predetermined date at which time the stated interest rate becomes effective. @Illiquid Security. See Note 9 in "Notes to Financial Statements." At March 31, 2005, 3 securities were deemed illiquid which represented 0.10% of the Fund's net assets. JSecurity is currently in default. The issue has missed the maturity date. Bankruptcy proceedings are in the process to determine distribution of assets. The date listed is the estimate of when the proceedings will be finalized. zOf this amount, $(39,225,017) represents payable for securities purchased as of March 31, 2005. =Security is being fair valued in accordance with the Fund's fair valuation policy. See Note 1 in "Notes to Financial Statements." At March 31, 2005, 2 securities were fair valued which represented 0.10% of the Fund's net assets. SUMMARY OF ABBREVIATIONS: AMBAC - Insured by the AMBAC Assurance Corporation ARM - Adjustable Rate Mortgage CBO - Collateralized Bond Obligation FGIC - Insured by the Financial Guaranty Insurance Company FSA - Insured by the Financial Security Assurance GNMA - Government National Mortgage Association MBIA - Insured by the Municipal Bond Insurance Association NIM - Net Interest Margin PRN - Principal Only REIT - Real Estate Investment Trust S.F. - Single Family SLMA - Student Loan Marketing Association TBA - To be announced XLCA - Insured by XL Capital Assurance yr - Year NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM FIXED INCOME FUND Net asset value Class A (A) $8.89 Sales charge (4.50% of offering price) (B) 0.42 ----- Offering price $9.31 ===== (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. 42 STATEMENT OPTIMUM FIXED INCOME FUND OF NET ASSETS (CONTINUED) The following foreign exchange contracts and futures contracts were outstanding at March 31, 2005: FOREIGN EXCHANGE CONTRACTS(1) Unrealized In Exchange Settlement Appreciation Contracts to Deliver For Date (Depreciation) - -------------------- ------------ ---------- -------------- (3,561,777) European Monetary Units US$4,600,000 6/28/05 $(28,059) (297,256,400) Japanese Yen US$2,800,000 6/28/05 6,450 -------- $(21,609) ======== FUTURES CONTRACTS(2) Notional Unrealized Contracts to Cost Notional Expiration Appreciation to Buy (Sell) (Proceeds) Value Date (Depreciation) - ------------- ---------- -------- ---------- -------------- 18 U.S. Treasury 10 year Notes $ 1,948,644 $ 1,966,781 6/05 $18,137 (49) U.S. Treasury 5 year Notes (5,238,858) 5,247,594 6/05 (8,736) (130) U.S. Treasury 2 year Notes (26,989,444) 26,895,781 6/05 93,663 50 U.S. Treasury Long Bond 5,626,490 5,568,750 6/05 (57,740) ------- $45,324 ======= The use of futures contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional amount presented above represents the Fund's total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund's net assets. (1) See Note 6 in "Notes to Financial Statements." (2) See Note 7 in "Notes to Financial Statements." See accompanying notes 43 STATEMENT OPTIMUM INTERNATIONAL FUND OF NET ASSETS March 31, 2005 Number of Market Shares Value (U.S.$) COMMON STOCK - 95.90%(DELTA) Australia - 5.29% Amcor 121,385 $ 671,175 Coles Myer 94,736 688,434 Foster's Group 333,470 1,321,089 Macquarie Bank Limited 6,329 234,750 National Australia Bank 63,626 1,392,983 Telstra 200,638 788,658 Wesfarmers 1,693 51,957 ---------- 5,149,046 ---------- Austria - 1.09% Erste Bank der Oestereichischen Sparkassen 20,326 1,063,166 ---------- 1,063,166 ---------- Bahamas - 0.60% +Kerzner International 9,583 586,767 ---------- 586,767 ---------- Belgium - 1.63% Electrabel 1,151 516,395 Fortis Group 37,636 1,073,814 ---------- 1,590,209 ---------- Brazil - 0.89% Natura Cosmeticos 10,308 280,285 Petroleo Brasiliero ADR 13,289 587,108 ---------- 867,393 ---------- Canada - 3.42% Canadian National Railway 18,722 1,185,291 +Research In Motion 9,163 700,236 Shoppers Drug Mart 14,101 470,577 Talisman Energy 28,528 976,330 ---------- 3,332,434 ---------- Czech Republic - 0.31% Cesky Telecom GDR 15,926 298,613 ---------- 298,613 ---------- Finland - 0.75% UPM-Kymmene 32,900 729,285 ---------- 729,285 ---------- France - 10.25% Compagnie de Saint-Gobain 15,299 932,108 +JC Decaux 26,391 720,476 Renault 7,656 683,796 Sanofi-Aventis ADR 16,517 1,392,785 Societe Generale 11,116 1,154,935 Thomson 34,018 917,229 Total 10,961 2,564,679 Vinci 11,197 1,614,031 ---------- 9,980,039 ---------- Germany - 5.26% Bayer 29,584 977,918 Bayerische Hypo-und Vereinsbank 54,829 1,339,761 Fresenius 7,022 814,502 +Lanxess 2,624 53,778 RWE 24,197 1,463,250 Schering 7,113 473,016 ---------- 5,122,225 ---------- Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Hong Kong - 3.53% CNOOC ADR 10,287 $ 562,802 Hang Lung Properties 309,745 448,765 Hong Kong Electric 168,000 747,437 Shangri-La Asia 670,246 979,660 Wharf Holdings 220,000 695,305 ---------- 3,433,969 ---------- India - 1.43% ICICI Bank ADR 26,500 549,080 #Reliance Industries 144A GDR 33,193 846,422 ---------- 1,395,502 ---------- Ireland - 1.03% Anglo Irish Bank 39,923 999,852 ---------- 999,852 ---------- Italy - 3.18% Banca Intesa 425,104 2,160,164 Raiunione Adriatica di Sicurta 39,896 938,667 ---------- 3,098,831 ---------- Japan - 16.54% Astellas Pharma 27,000 914,059 Canon 32,600 1,748,193 Eisai 13,200 448,104 Fanuc 9,099 569,403 Hitachi 101,000 627,335 KDDI 177 876,540 Keyence 3,000 694,987 Matsushita Electric Industrial 57,000 839,916 Millea Holdings 69 1,003,870 Mitsubishi Tokyo Financial 105 910,701 Promise 16,700 1,141,627 Sony 5,100 203,096 Sumitomo Realty & Development 72,000 868,902 Takeda Pharmaceutical 30,000 1,429,703 Takefuji 6,710 451,818 Toyota Motor 34,700 1,291,238 Trend Micro 10,500 451,434 West Japan Railway 132 537,971 Yamada Denki 20,900 1,095,434 ---------- 16,104,331 ---------- Mexico - 1.80% America Movil ADR 16,377 845,053 Grupo Televisa GDR 15,380 904,344 ---------- 1,749,397 ---------- Netherlands - 3.87% ING Groep 46,197 1,395,324 Reed Elsevier 63,064 950,751 Royal Dutch Petroleum 23,742 1,419,424 ---------- 3,765,499 ---------- New Zealand - 0.89% Telecom Corporation of New Zealand 201,120 867,228 ---------- 867,228 ---------- Republic of Korea - 1.12% POSCO ADR 12,800 631,808 Samsung Electronics 920 453,896 ---------- 1,085,704 ---------- 44 STATEMENT OPTIMUM INTERNATIONAL FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Singapore - 1.97% CapitaLand 666,000 $ 947,971 Jardine Matheson 4,400 76,560 Oversea-Chinese Banking 107,000 894,367 ----------- 1,918,898 ----------- South Africa - 1.69% Sasol 70,926 1,649,104 ----------- 1,649,104 ----------- Spain - 3.89% Banco Santander Central Hispano 81,603 993,293 Iberdrola 44,151 1,154,961 Telefonica 93,889 1,635,759 ----------- 3,784,013 ----------- Sweden - 1.20% Ericsson Telefonaktiebolget ADR 16,662 469,868 ForeningsSparbanken 29,345 693,000 ----------- 1,162,868 ----------- Switzerland - 4.14% Lonza Group 11,270 689,539 +Swiss Life Holding 7,142 1,073,330 UBS 26,905 2,271,317 ----------- 4,034,186 ----------- United Kingdom - 18.91% ARM Holdings 355,893 711,220 Aviva 40,035 480,416 BG Group 151,129 1,176,656 BHP Billiton 34,731 466,978 BOC Group 29,238 563,023 Boots Group 102,761 1,210,791 BP 158,708 1,646,553 Brambles Industries 138,769 793,272 +British Energy Group 93,052 488,410 EMI Group 106,525 476,591 Enterprise Inns 117,109 1,699,637 GKN 108,893 522,168 GlaxoSmithKline 71,107 1,631,307 HBOS 82,529 1,287,443 Intercontinental Hotels Group 133,575 1,561,238 Lloyds TSB Group 131,589 1,187,401 Mitchells & Butlers 42,730 277,978 Reckitt Benckiser 17,881 568,358 Rio Tinto 32,531 1,051,230 Unilever 61,279 606,223 ----------- 18,406,893 ----------- United States - 1.22% +NTL 7,181 457,214 +Wynn Resorts 10,811 732,338 ----------- 1,189,552 ----------- TOTAL COMMON STOCK (cost $85,757,630) 93,365,004 ----------- Principal Market Amount Value (U.S.$) REPURCHASE AGREEMENTS - 3.45% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $1,768,128, collateralized by $67,000 U.S. Treasury Bills due 7/28/05, market value $66,572, and $1,757,000 U.S. Treasury Bills due 8/18/05, market value $1,737,453) $1,768,000 $ 1,768,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $1,585,110, collateralized by $198,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $204,413, $946,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $946,207, and $473,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $466,323) 1,585,000 1,585,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $3,353,000) 3,353,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 99.35% (cost $89,110,630) 96,718,004 RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.65% 634,016 ----------- NET ASSETS APPLICABLE TO 8,368,645 SHARES OUTSTANDING - 100.00% $97,352,020 =========== Net Asset Value - Optimum International Fund Class A ($11,299,827 / 968,914 Shares) $11.66 ------ Net Asset Value - Optimum International Fund Class B ($3,386,569 / 293,631 Shares) $11.53 ------ Net Asset Value - Optimum International Fund Class C ($38,516,727/ 3,338,069 Shares) $11.54 ------ Net Asset Value - Optimum International Fund Institutional Class ($44,148,897/ 3,768,031 Shares) $11.72 ------ COMPONENTS OF NET ASSETS AT MARCH 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $88,112,579 Accumulated net investment loss (105,091) Accumulated net realized gain on investments 1,765,008 Net unrealized appreciation of investments and foreign currencies 7,579,524 ----------- Total net assets $97,352,020 =========== +Non-income producing security for the year ended March 31, 2005. (DELTA)Securities have been classified by country origin. Classification by type of business has been presented in Note 11 in "Notes to Financial Statements." #Securities exempt from registration under Rule 144A of the Securities Act of 1933. See Note 9 in "Notes to Financial Statements." SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts GDR - Global Depositary Receipts 45 STATEMENT OPTIMUM INTERNATIONAL FUND OF NET ASSETS (CONTINUED) The following foreign currency exchange contracts were outstanding at March 31, 2005: FOREIGN CURRENCY EXCHANGE CONTRACTS(1) Unrealized Contracts to In Exchange Settlement Appreciation Receive (Deliver) For Date (Depreciation) - ---------------------- ------------- ---------- ---------------- 21,056 Australian Dollars US$ (16,250) 4/1/05 $ 10 (2,310,000) British Pounds US$ 4,333,730 4/29/05 (24,854) 98,171 British Pounds US$ (183,983) 4/1/05 1,535 52,270 British Pounds US$ (98,383) 4/4/05 384 121,240 European Monetary Units US$ (156,728) 4/1/05 436 16,430 European Monetary Units US$ (21,309) 4/4/05 (9) 3,860,680 Japanese Yen US$ (35,985) 4/4/05 27 (9,585) South African Rand US$ 1,538 4/1/05 4 (115,924) New Zealand Dollars US$ 82,364 4/1/05 (122) -------- $(22,589) ======== (1) See Note 6 in "Notes to Financial Statements." NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM INTERNATIONAL FUND Net asset value Class A (A) $11.66 Sales charge (5.75% of offering price) (B) 0.71 ------ Offering price $12.37 ====== (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 $75,000 or more. See accompanying notes 46 STATEMENT OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS March 31, 2005 Number of Market Shares Value (U.S.$) COMMON STOCK - 95.77% Basic Industry/Capital Goods - 8.72% BHP Billiton (Australia) 95,400 $ 1,316,530 Caterpillar 31,933 2,919,954 Danaher 41,500 2,216,515 Deere & Co. 17,200 1,154,636 General Electric 298,410 10,760,664 Nucor 5,500 316,580 Rio Tinto (United Kingdom) 32,600 1,053,460 Tyco International 70,750 2,391,350 United Technologies 25,351 2,577,183 ----------- 24,706,872 ----------- Business Services - 4.33% +Accenture Limited Class A 81,200 1,960,979 +Affiliated Computer Services Class A 34,800 1,852,752 Automatic Data Processing 20,600 925,970 First Data 27,900 1,096,749 +Fiserv 27,100 1,078,580 News Corporation Limited Preferred ADR 104,300 1,764,756 +Research In Motion 9,100 695,422 Sysco 28,900 1,034,620 United Parcel Service Class B 10,390 755,769 Vodafone Group (United Kingdom) 301,800 802,735 Vodafone Group ADR 11,750 312,080 ----------- 12,280,412 ----------- Consumer Cyclical - 0.57% Compass Group (United Kingdom) 92,800 423,516 Inditex (Spain) 27,100 810,442 Kingfisher (United Kingdom) 70,200 383,389 ----------- 1,617,347 ----------- Consumer Durables - 2.88% Harley-Davidson 28,785 1,662,622 Harman International 16,047 1,419,518 KB HOME 14,175 1,664,995 Lennar 23,306 1,320,984 MDC Holdings 14,398 1,002,821 +Toll Brothers 13,697 1,080,008 ----------- 8,150,948 ----------- Consumer Non-Durables - 13.23% Best Buy 24,900 1,344,849 Coca-Cola 16,550 689,639 CVS 30,499 1,604,857 Family Dollar Stores 15,900 482,724 Gillette 18,600 938,928 Hermes International (France) 2,084 419,541 Home Depot 34,350 1,313,544 +Kohl's 27,900 1,440,477 Lowe's 70,747 4,038,946 NIKE 41,832 3,485,024 PepsiCo 22,627 1,199,910 PETsMART 24,100 692,875 Procter & Gamble 105,995 5,617,735 +Starbucks 34,605 1,787,694 Target 64,488 3,225,690 Wal-Mart de Mexico ADR 11,300 396,154 Wal-Mart de Mexico Series V (Mexico) 34,000 119,304 Wal-Mart Stores 63,900 3,202,029 Walgreen 60,895 2,704,956 Yum Brands 53,875 2,791,264 ----------- 37,496,140 ----------- Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Consumer Services - 8.42% +Apollo Group Class A 20,380 $ 1,509,343 Carnival 34,450 1,784,855 Cendant 73,000 1,499,420 +Comcast Special Class A 54,150 1,808,610 +eBay 16,140 601,376 EchoStar Communications Class A 25,800 754,650 Four Seasons Hotels 5,574 394,082 International Game Technology 47,750 1,273,015 +Liberty Media Class A 215,100 2,230,587 +MGM MIRAGE 33,767 2,391,379 +Pixar 6,742 657,682 Royal Caribbean Cruises 42,791 1,912,330 Scripps (E.W.) 13,520 659,100 +Time Warner 83,100 1,458,405 +Univision Communications Class A 33,450 926,231 Viacom Class B 26,300 916,029 +Wynn Resorts 45,462 3,079,595 ----------- 23,856,689 ----------- Energy - 4.21% Baker Hughes 35,200 1,566,048 ChevronTexaco 23,500 1,370,285 Exxon Mobil 95,748 5,706,581 Schlumberger 46,700 3,291,416 ----------- 11,934,330 ----------- Finance - 16.94% ACE Limited 14,500 598,415 American Express 29,700 1,525,689 American International Group 59,100 3,274,731 +AmeriTrade Holding 69,100 705,511 Anglo Irish Bank (Ireland) 31,100 778,182 Chicago Mercantile Exchange 9,536 1,850,270 Citigroup 149,937 6,738,168 Countrywide Financial 132,691 4,307,150 +Credit Suisse Group (Switzerland) 15,840 679,860 Genworth Financial 13,900 382,528 Goldman Sachs Group 33,601 3,695,774 Hartford Financial Services 20,950 1,436,332 Marsh & McLennan 15,400 468,468 Mellon Financial 26,500 756,310 Merrill Lynch 23,050 1,304,630 Northern Trust 18,500 803,640 Schwab (Charles) 69,200 727,292 SLM 110,943 5,529,399 St. Joe 19,690 1,325,137 State Street 50,660 2,214,855 UBS (Switzerland) 23,500 1,983,868 UBS 50,188 4,235,867 UCBH Holdings 39,435 1,573,457 US Bancorp 39,500 1,138,390 ----------- 48,033,923 ----------- Healthcare - 17.83% Aetna 5,430 406,979 +Amgen 30,980 1,803,346 +Biogen Idec 8,600 296,786 Biomet 18,550 673,365 +Elan ADR 23,500 76,140 +Forest Laboratories 6,490 239,806 +Genentech 133,063 7,532,696 +Gilead Sciences 32,960 1,179,968 47 STATEMENT OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Healthcare (continued) Johnson & Johnson 82,319 $ 5,528,544 Medtronic 49,383 2,516,064 +PacifiCare Health Systems 20,040 1,140,677 Pfizer 98,996 2,600,625 Quest Diagnostics 9,484 997,053 +St. Jude Medical 44,274 1,593,864 Stryker 16,300 727,143 Synthes (Switzerland) 10,760 1,196,155 Teva Pharmaceutical Industries ADR 24,200 750,200 UnitedHealth Group 136,565 13,025,569 +WellPoint 24,761 3,103,791 Wyeth 19,300 814,074 +Zimmer Holdings 55,988 4,356,426 ------------ 50,559,271 ------------ Technology - 16.31% Adobe Systems 9,550 641,474 America Movil ADR 13,600 701,760 Analog Devices 38,500 1,391,390 +ASML Holding (Netherlands) 48,900 825,960 +Cisco Systems 47,600 851,564 +Corning 139,100 1,548,183 +Crown Castle International 45,100 724,306 +Dell 169,883 6,526,904 +Electronic Arts 62,075 3,214,244 +EMC 55,300 681,296 General Dynamics 19,007 2,034,699 +Google Class A 2,300 415,173 Intel 96,300 2,237,049 +InterActiveCorp 29,700 661,419 +Intuit 15,850 693,755 +Juniper Networks 25,800 569,148 Lockheed Martin 35,045 2,139,848 Maxim Integrated Products 17,650 721,356 +Mercury Interactive 11,100 525,918 Microsoft 168,800 4,079,896 +Nextel Communications Class A 36,650 1,041,593 +Nokia Oyj (Finland) 51,300 795,342 +Oracle 95,900 1,196,832 QUALCOMM 144,488 5,295,484 +Red Hat 25,200 274,932 Samsung Electronics (Republic of Korea) 1,900 937,395 Sony ADR 11,117 444,902 Sprint 41,300 939,575 +Symantec 28,500 607,905 TELUS (Canada) 7,200 231,526 TELUS 13,100 403,611 Texas Instruments 18,100 461,369 Xilinx 32,400 947,052 +Yahoo 43,700 1,481,430 ------------ 46,244,290 ------------ Transportation & Shipping - 1.56% FedEx 47,043 4,419,690 ------------ 4,419,690 ------------ Utilities - 0.77% TXU 27,531 2,192,294 ------------ 2,192,294 ------------ TOTAL COMMON STOCK (cost $258,945,104) 271,492,206 ------------ Principal Market Amount Value (U.S.$) REPURCHASE AGREEMENTS - 4.10% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $6,131,443, collateralized by $233,000 U.S. Treasury Bills due 7/28/05, market value $230,830 and $6,094,000 U.S. Treasury Bills due 8/18/05, market value $6,024,344) $6,131,000 $ 6,131,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $5,495,382, collateralized by $688,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $708,770, $3,281,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $3,280,823, and $1,640,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $1,616,902) 5,495,000 5,495,000 ------------ TOTAL REPURCHASE AGREEMENTS (cost $11,626,000) 11,626,000 ------------ TOTAL MARKET VALUE OF SECURITIES - 99.87% (cost $270,571,104) 283,118,206 RECEIVABLES AND OTHER ASSETS NET OF LIABILITIES - 0.13% 370,454 ------------ NET ASSETS APPLICABLE TO 28,316,610 SHARES OUTSTANDING - 100.00% $283,488,660 ============ Net Asset Value - Optimum Large Cap Growth Fund Class A ($26,252,359 / 2,620,786 Shares) $10.02 ------ Net Asset Value - Optimum Large Cap Growth Fund Class B ($7,603,269 / 767,093 Shares) $ 9.91 ------ Net Asset Value - Optimum Large Cap Growth Fund Class C ($91,433,404 / 9,226,889 Shares) $ 9.91 ------ Net Asset Value - Optimum Large Cap Growth Fund Institutional Class ($158,199,628 / 15,701,842 Shares) $10.08 ------ COMPONENTS OF NET ASSETS AT MARCH 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $271,887,157 Accumulated net investment loss (19,460) Accumulated net realized loss on investments (926,858) Net unrealized appreciation of investments and foreign currencies 12,547,821 ------------ Total net assets $283,488,660 ============ +Non-income producing security for the year ended March 31, 2005. SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts 48 STATEMENT OPTIMUM LARGE CAP GROWTH FUND OF NET ASSETS (CONTINUED) The following foreign currency exchange contracts were outstanding at March 31, 2005: FOREIGN CURRENCY EXCHANGE CONTRACTS(1) Unrealized In Exchange Settlement Appreciation Contracts to Receive (Deliver) For Date (Depreciation) - ------------------------------------ ----------- ---------------- ------------- 145,037 Australian Dollars US$(112,273) 4/1/05 $(268) (33,867) British Pounds US$63,556 4/5/05 445 131,665 Swiss Francs US$(110,652) 4/5/05 (601) ----- $(424) ===== (1) See Note 6 in "Notes to Financial Statements." NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM LARGE CAP GROWTH FUND Net asset value Class A (A) $10.02 Sales charge (5.75% of offering price) (B) 0.61 ------ Offering price $10.63 ====== (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 $75,000 or more. See accompanying notes 49 STATEMENT OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS March 31, 2005 Number of Market Shares Value (U.S.$) COMMON STOCK - 95.15% Basic Materials - 7.69% Air Products & Chemicals 28,020 $ 1,773,386 Bayer ADR 102,870 3,403,968 Bowater 8,530 321,325 Dow Chemical 66,820 3,330,977 duPont (E.I.) deNemours 36,760 1,883,582 International Paper 47,530 1,748,629 +Lanxess (Germany) 9,375 192,136 Masco 42,250 1,464,808 Monsanto 8,460 545,670 Newmont Mining 44,750 1,890,688 PPG Industries 33,170 2,372,318 Praxair 9,230 441,748 +Smurfit-Stone Container 30,220 467,503 +Syngenta (Switzerland) 11,540 1,204,736 ----------- 21,041,474 ----------- Capital Goods - 6.82% Cooper Industries 13,320 952,646 Deere & Co. 24,705 1,658,447 Emerson Electric 22,350 1,451,186 General Electric 84,680 3,053,561 Illinois Tool Works 14,870 1,331,311 Lockheed Martin 41,320 2,522,999 Northrop Grumman 64,560 3,484,949 Parker Hannifin 14,620 890,650 Raytheon 35,500 1,373,850 Tyco International 9,820 331,916 United Technologies 15,890 1,615,377 ----------- 18,666,892 ----------- Communication Services - 4.26% France Telecom ADR 40,190 1,200,475 Sprint 175,600 3,994,900 Vodafone Group (United Kingdom) 703,170 1,870,308 Verizon Communications 129,270 4,589,085 ----------- 11,654,768 ----------- Consumer Discretionary - 3.57% Gap 75,070 1,639,529 Hasbro 27,630 565,034 +Kohl's 36,990 1,909,793 Lowe's 12,240 698,782 Target 20,530 1,026,911 TJX 47,910 1,180,023 Wal-Mart Stores 55,150 2,763,566 ----------- 9,783,638 ----------- Consumer Services - 0.84% Marriott International Class A 10,720 716,739 McDonald's 50,430 1,570,390 ----------- 2,287,129 ----------- Consumer Staples - 8.65% Altria Group 87,430 5,717,047 Archer-Daniels-Midland 66,840 1,642,927 Cadbury Schweppes ADR 35,970 1,463,979 Coca-Cola 45,980 1,915,987 Diageo (United Kingdom) 46,390 653,985 Heinz (H.J.) 29,630 1,091,569 Kellogg 47,180 2,041,479 Kimberly-Clark 54,140 3,558,621 Kraft Foods Class A 30,670 1,013,644 Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Consumer Staples (continued) Nestle (Switzerland) 2,718 $ 743,452 PepsiCo 16,030 850,071 Sara Lee 44,480 985,677 Unilever 29,090 1,990,338 ----------- 23,668,776 ----------- Credit Cyclicals - 1.03% Honda Motor ADR 112,930 2,827,767 ----------- 2,827,767 ----------- Energy - 11.32% BP ADR 73,940 4,613,856 ConocoPhillips 55,450 5,979,728 Devon Energy 16,220 774,505 EOG Resources 20,310 989,909 Exxon Mobil 86,870 5,177,452 GlobalSantaFe 10,230 378,919 Noble 22,970 1,291,144 Royal Dutch Petroleum 43,740 2,626,150 Schlumberger 33,960 2,393,501 Total ADR 22,840 2,677,533 Unocal 38,770 2,391,721 Valero Energy 23,230 1,702,062 ----------- 30,996,480 ----------- Finance - 24.60% Aegon 35,310 475,273 AFLAC 20,270 755,260 Allstate 55,060 2,976,544 American Express 27,370 1,405,997 Bank of America 158,606 6,994,524 Chubb 39,850 3,158,910 CIGNA 23,320 2,082,476 Citigroup 171,860 7,723,388 Fannie Mae 39,180 2,133,351 Franklin Resources 7,540 517,621 Freddie Mac 49,000 3,096,800 Goldman Sachs Group 38,870 4,275,311 Hartford Financial Services 44,590 3,057,090 J.P. Morgan Chase 138,901 4,805,982 Lehman Brothers Holdings 41,840 3,939,654 MBNA 27,670 679,299 Mellon Financial 31,760 906,430 Merrill Lynch 67,670 3,830,122 MetLife 76,940 3,008,354 PNC Financial Services Group 45,560 2,345,429 Prudential Financial 25,730 1,476,902 Schwab (Charles) 102,710 1,079,482 St. Paul Travelers 50,413 1,851,670 State Street 13,400 585,848 SunTrust Banks 41,310 2,977,212 Wells Fargo 20,400 1,219,920 ----------- 67,358,849 ----------- Healthcare - 10.03% Abbott Laboratories 34,620 1,613,984 Applera - Applied Biosystems 13,740 271,228 Bausch & Lomb 20,760 1,521,708 Baxter International 20,430 694,211 Bristol-Myers Squibb 145,620 3,707,484 +Chiron 30,170 1,057,760 GlaxoSmithKline ADR 24,700 1,134,224 50 STATEMENT OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS (CONTINUED) March 31, 2005 Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Healthcare (continued) Johnson & Johnson 35,870 $ 2,409,029 Lilly (Eli) 34,840 1,815,164 Merck 51,610 1,670,616 Novartis (Switzerland) 9,740 454,273 Pfizer 11,480 301,580 Roche Holding (Switzerland) 8,260 885,099 Roche Holding ADR 49,620 2,668,549 Sanofi-Aventis ADR 37,450 1,585,633 Schering-Plough 138,890 2,520,854 Wyeth 74,350 3,136,083 ----------- 27,447,479 ----------- Industrial - 0.71% Finning International (Canada) 5,050 137,295 Ingersoll-Rand Class A 14,210 1,131,826 +Nalco Holding 13,030 245,355 Sandvik (Sweden) 10,340 429,883 ----------- 1,944,359 ----------- Media - 5.13% Clear Channel Communications 72,570 2,501,488 +Comcast Special Class A 8,180 273,212 Disney (Walt) 107,690 3,093,934 Reed Elsevier (United Kingdom) 124,610 1,291,617 +Time Warner 206,190 3,618,634 Tribune 23,600 940,932 Viacom Class B 66,920 2,330,824 ----------- 14,050,641 ----------- Technology - 4.81% +Accenture 93,370 2,254,886 Analog Devices 15,740 568,844 Equifax 33,370 1,024,125 +Fiserv 17,890 712,022 Hewlett-Packard 76,480 1,677,971 Intel 45,660 1,060,682 International Business Machines 13,380 1,222,664 +Micron Technology 75,690 782,635 Motorola 73,050 1,093,559 +NEXTEL Communications Class A 29,220 830,432 +Symantec 91,210 1,945,509 ----------- 13,173,329 ----------- Transportation - 1.26% Burlington Northern Santa Fe 25,960 1,400,023 CNF 5,140 240,501 Norfolk Southern 49,010 1,815,820 ----------- 3,456,344 ----------- Utilities - 4.43% American Electric Power 32,460 1,105,588 Cinergy 10,010 405,605 Consolidated Edison 17,250 727,605 Dominion Resources 36,790 2,738,279 Entergy 28,990 2,048,433 Exelon 33,440 1,534,562 FirstEnergy 22,370 938,422 FPL Group 6,610 265,392 PPL 12,940 698,631 Public Service Enterprise Group 10,460 568,919 Number of Market Shares Value (U.S.$) COMMON STOCK (continued) Utilities (continued) TXU 13,810 $ 1,099,690 ------------ 12,131,126 ------------ TOTAL COMMON STOCK (cost $244,334,662) 260,489,051 ------------ Principal Amount REPURCHASE AGREEMENTS - 6.56% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $9,470,684, collateralized by $360,000 U.S. Treasury Bills due 7/28/05, market value $356,549, and $9,412,000 U.S. Treasury Bills due 8/18/05, market value $9,305,451) $9,470,000 9,470,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $8,488,589, collateralized by $1,063,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $1,094,795, $5,067,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $5,067,695, and $2,534,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $2,497,533) 8,488,000 8,488,000 ------------ TOTAL REPURCHASE AGREEMENTS (cost $17,958,000) 17,958,000 ------------ TOTAL MARKET VALUE OF SECURITIES - 101.71% (cost $262,292,662) 278,447,051 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (1.71%) (4,687,457) ------------ NET ASSETS APPLICABLE TO 25,290,409 SHARES OUTSTANDING - 100.00% $273,759,594 ============ Net Asset Value - Optimum Large Cap Value Fund Class A ($27,523,571 / 2,538,343 Shares) $10.84 ------ Net Asset Value - Optimum Large Cap Value Fund Class B ($8,072,389 / 748,654 Shares) $10.78 ------ Net Asset Value - Optimum Large Cap Value Fund Class C ($97,822,564 / 9,075,154 Shares) $10.78 ------ Net Asset Value - Optimum Large Cap Value Fund Institutional Class ($140,341,070 / 12,928,258 Shares) $10.86 ------ Components of Net Assets at March 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $253,439,236 Undistributed investment income 349,690 Accumulated net realized gain on investments 3,816,518 Net unrealized appreciation of investments and foreign currencies 16,154,150 ------------ Total net assets $273,759,594 ============ +Non-income producing security for the year ended March 31, 2005. 51 STATEMENT OPTIMUM LARGE CAP VALUE FUND OF NET ASSETS (CONTINUED) SUMMARY OF ABBREVIATIONS: ADR - American Depositary Receipts The following foreign currency exchange contracts were outstanding at March 31, 2005: FOREIGN CURRENCY EXCHANGE CONTRACTS(1) Unrealized In Exchange Settlement Appreciation Contracts to Receive For Date (Depreciation) - -------------------- ----------- ---------- ---------------- 29,945 British Pounds US$(56,275) 4/4/05 $306 3,293 Canadian Dollars US$(2,722) 4/4/05 1 61,264 Swedish Krona US$(8,681) 4/4/05 (17) 77,270 Swiss Francs US$(64,499) 4/4/05 94 ---- $384 ==== (1) See Note 6 in "Notes to Financial Statements." NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM LARGE CAP VALUE FUND Net asset value Class A (A) $10.84 Sales charge (5.75% of offering price) (B) 0.66 ------ Offering price $11.50 ====== (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 $75,000 or more. See accompanying notes 52 STATEMENT OPTIMUM SMALL CAP GROWTH FUND OF NET ASSETS March 31, 2005 Number of Market Shares Value Common Stock - 94.37% Basic Industry/Capital Goods - 11.49% +A.S.V. 8,355 $ 331,234 +Ceradyne 26,024 582,157 +CUNO 3,400 174,726 Florida Rock Industries 5,000 294,100 +Genlyte Group 7,000 629,790 Kaydon 10,000 314,000 Mine Safety Appliances 8,000 309,920 +Newpark Resources 37,000 217,930 Nordson 10,000 368,200 +Nuco2 5,700 149,910 Pentair 10,000 390,000 +Petroleum Development 5,325 200,699 +Pride International 27,000 670,680 +Rogers 4,700 188,000 +Scotts 6,400 449,472 Spartech 15,000 297,750 +Trex 6,649 295,282 +TurboChef Technologies 27,443 408,626 +Waste Connections 16,300 566,425 ----------- 6,838,901 ----------- Business Services - 8.77% +AnswerThink 42,800 176,764 +aQuantive 76,899 851,271 CDW 5,500 311,740 +Ceridian 15,000 255,750 Chicago Bridge & Iron 9,500 418,285 +Desarrolladora Homex ADR 19,975 490,986 +Greenfield Online 26,046 511,804 MAXIMUS 12,000 401,880 +Pegasus Solutions 47,000 555,540 +Portfolio Recovery Associates 12,892 438,715 +SkillSoft ADR 75,000 276,000 +ValueClick 50,098 531,540 ----------- 5,220,275 ----------- Consumer Durables - 0.16% +DHB Industries 10,500 92,400 ----------- 92,400 ----------- Consumer Non-Durables - 8.55% +Aeropostale 15,450 505,988 +Brookstone 5,100 82,722 +Build-A-Bear Workshop 11,741 359,862 +Central European District 27,534 916,606 +Chico's FAS 14,352 405,588 Christopher & Banks 7,950 139,920 +Deckers Outdoor 11,396 407,293 +Hansen Natural 11,594 696,452 +PETCO Animal Supplies 21,300 784,052 +Sports Authority 12,000 330,000 +USANA Health Sciences 9,701 458,857 ----------- 5,087,340 ----------- Consumer Services - 5.35% +ASK Jeeves 6,359 178,561 Central Parking 45,000 773,100 +Coinstar 14,000 296,800 +Ctrip.com International ADR 11,517 435,918 +Entravision Communications 31,300 277,631 +HealthExtras 10,260 170,829 International Speedway Class A 12,500 678,125 Number of Market Shares Value COMMON STOCK (continued) Consumer Services (continued) +Spanish Broadcasting Systems Class A 36,400 $ 373,464 ----------- 3,184,428 ----------- Energy - 6.13% +Carrizo Oil & Gas 48,178 818,544 +FMC Technologies 11,000 364,980 +Pioneer Drilling 8,500 117,045 +Quicksilver Resources 10,600 516,538 +Veritas DGC 23,523 704,749 Western Gas Resources 17,800 613,210 +Whiting Petroleum 12,631 515,092 ----------- 3,650,158 ----------- Financial - 4.66% +AmeriCredit 22,500 527,400 +Euronet Worldwide 25,475 727,311 HCC Insurance Holdings 18,700 676,192 +Markel 500 172,605 Mercantile Bank 2,200 89,936 TCF Financial 8,400 228,060 +United America Indemnity Class A 7,000 131,880 +World Acceptance 8,500 216,920 ----------- 2,770,304 ----------- Healthcare - 20.14% +Able Laboratories 13,073 306,693 +American Healthways 12,764 421,467 +American Science & Engineering 3,636 162,566 +Anika Therapeutics 17,710 226,688 Arrow International 11,000 377,850 +Arthrocare 9,950 283,575 +Bone Care International 17,416 451,771 +Centene 11,782 353,342 +Connetics 13,138 332,260 +Coventry Health Care 4,495 306,289 +CTI Molecular Imaging 21,600 437,832 Diagnostic Products 14,000 676,200 +Edwards Lifesciences 6,000 259,320 +Hologic 9,136 291,210 +Inkine Pharmaceutical 26,075 80,833 +Kensey Nash 9,456 256,068 +Kos Pharmaceuticals 12,988 541,340 +Kyphon 14,978 376,996 +La Jolla Pharmaceutical 125,000 87,500 +Laserscope 11,148 353,838 LCA-Vision 41,698 1,388,544 +Lifecell 16,575 147,518 +Lincare Holdings 3,500 154,805 +Merge Technologies 20,535 360,389 NDCHealth 6,300 100,674 +Neurocrine Biosciences 12,600 479,556 +Par Pharmaceuticals 18,500 618,640 +Salix Pharmaceuticals 8,504 140,231 +SFBC International 20,932 737,626 +United Therapeutics 9,099 415,779 +Ventiv Health 25,870 595,010 +VNUS Medical Technologies 23,071 267,162 ----------- 11,989,572 ----------- Technology/Communications - 7.48% +3Com 70,000 249,200 +Alvarion 25,566 245,178 53 STATEMENT OPTIMUM SMALL CAP GROWTH FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value COMMON STOCK (continued) Technology/Communications (continued) +American Tower Class A 13,400 $ 244,282 +Andrew 18,200 213,122 +AudioCodes 40,253 453,249 +Catapult Communications 5,560 118,706 +Crown Castle International 18,400 295,504 +Ixia 34,305 610,286 +RADVision 25,037 316,968 +RightNow Technologies 28,923 354,596 +SafeNet 16,010 469,253 +Symmetricom 25,000 277,250 +Tellabs 40,000 292,000 +Western Wireless Class A 8,200 311,272 ----------- 4,450,866 ----------- Technology/Hardware - 13.31% +Aviall 17,000 476,000 BEI Technologies 4,656 111,604 CTS 37,000 481,000 +Entegris 70,000 692,300 +ESCO Technologies 9,000 723,150 +IXYS 20,000 228,800 +M-Systems Flash Disk Pioneers 20,048 441,858 +PDF Solutions 11,263 157,682 +Pericom Semiconductor 42,300 362,511 +PowerDsine 41,995 429,609 +Rudolph Technologies 16,429 247,421 +SeaChange International 9,300 120,435 +Sigmatel 17,958 672,168 +Silicon Image 32,189 323,821 Symbol Technologies 40,000 579,600 +Synaptics 11,501 266,823 +Tessera Technologies 30,392 1,313,847 +UNOVA 14,000 289,100 ----------- 7,917,729 ----------- Technology/Software - 6.37% +Altiris 22,528 537,293 +Aspect Communications 50,000 520,500 +Audible 25,529 345,152 +Digital River 16,271 507,004 +E.Piphany 21,900 77,745 +eCollege.com 1,500 19,410 +Indus International 80,000 195,200 +Integrated Circuit Systems 9,800 187,376 +JDA Software Group 8,600 120,744 +MAPICS 29,400 374,262 +MTC Technologies 10,659 346,418 +Novell 50,400 300,384 +Ulticom 23,093 257,025 ----------- 3,788,513 ----------- Utilities - 1.96% Northeast Utilities 27,000 520,290 Oneok 21,000 647,220 ----------- 1,167,510 ----------- TOTAL COMMON STOCK (cost $49,994,470) 56,157,996 ----------- Principal Market Amount Value REPURCHASE AGREEMENTS - 6.10% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $1,913,138, collateralized by $73,000 U.S. Treasury Bills due 7/28/05, market value $72,033, and $1,902,000 U.S. Treasury Bills due 8/18/05, market value $1,879,952) $1,913,000 $ 1,913,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $1,715,119, collateralized by $215,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $221,178, $1,024,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $1,023,811, and $512,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $504,569) 1,715,000 1,715,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $3,628,000) 3,628,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 100.47% (cost $53,622,470) 59,785,996 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (0.47%) (277,636) ----------- NET ASSETS APPLICABLE TO 5,066,910 SHARES OUTSTANDING - 100.00% $59,508,360 =========== Net Asset Value - Optimum Small Cap Growth Fund Class A ($6,132,889 / 521,851 Shares) $11.75 ----------- Net Asset Value - Optimum Small Cap Growth Fund Class B ($1,665,497 / 143,117 Shares) $11.64 ----------- Net Asset Value - Optimum Small Cap Growth Fund Class C ($19,882,914 / 1,708,460 Shares) $11.64 ----------- Net Asset Value - Optimum Small Cap Growth Fund Institutional Class ($31,827,060 / 2,693,482 Shares) $11.82 ----------- COMPONENTS OF NET ASSETS AT MARCH 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $54,688,002 Accumulated net realized loss on investments (1,343,168) Net unrealized appreciation of investments 6,163,526 ----------- Total net assets $59,508,360 =========== +Non-income producing security for the year ended March 31, 2005. ADR - American Depositary Receipt NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM SMALL CAP GROWTH FUND Net asset value Class A (A) $11.75 Sales charge (5.75% of offering price) (B) 0.72 ----------- Offering price $12.47 =========== (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 $75,000 or more. See accompanying notes 54 STATEMENT OPTIMUM SMALL CAP VALUE FUND OF NET ASSETS March 31, 2005 Number of Market Shares Value COMMON STOCK - 89.10% Basic Industries - 15.24% Agrium 38,500 $ 702,625 +Aleris International 27,000 673,650 +Algoma Steel 7,400 200,318 Commercial Metals 3,000 101,670 Cytec Industries 13,500 732,375 Engelhard 19,000 570,570 +FMC 7,500 400,875 Fuller (H.B.) 14,000 406,000 +GrafTech International 80,000 455,200 +Hercules 41,000 593,680 Longview Fibre 61,400 1,151,864 Lubrizol 20,100 816,864 +Material Sciences 27,000 363,150 +Pioneer Companies 6,100 138,470 Pope & Talbot 26,000 457,080 Smith (A.O.) 15,000 433,050 Sonoco Products 22,000 634,700 St. Joe 4,500 302,850 ----------- 9,134,991 ----------- Business Services - 11.07% Bowne & Company 51,200 770,048 Donnelley (R.R.) & Sons 20,000 632,400 Harland (John H.) 8,000 274,880 IKON Office Solutions 22,300 220,547 Kelly Services 35,100 1,010,529 +PHH 57,900 1,266,273 +ProQuest 10,000 361,500 +R.H. Donnelley 5,100 296,259 +Spherion 89,600 671,104 +Valassis Communications 32,300 1,129,208 ----------- 6,632,748 ----------- Capital Spending - 7.92% Acuity Brands 22,000 594,000 +Allied Waste Industries 45,000 328,950 Ametek 10,000 402,500 Crane 15,500 446,245 Federal Signal 32,000 485,440 +Flowserve 18,000 465,660 Harsco 4,000 238,440 Kennametal 19,000 902,310 +Navistar International 16,000 582,400 +Team 15,000 300,000 ----------- 4,745,945 ----------- Conglomerates - 2.41% Honeywell International 19,000 706,990 SPX 17,000 735,760 ----------- 1,442,750 ----------- Consumer Cyclical - 9.08% Beazer Homes USA 11,500 573,390 ElkCorp 8,600 330,756 Furniture Brands International 56,100 1,223,541 +Hayes Lemmerz International 32,000 166,400 M/I Homes 8,300 406,119 Newell Rubbermaid 35,000 767,900 Stanley Works 7,000 316,890 +WCI Communities 41,100 1,236,288 Number of Market Shares Value Common Stock (continued) Consumer Cyclical (continued) +William Lyon Homes 5,500 $ 421,850 ----------- 5,443,134 ----------- Consumer Services - 11.12% +BJ's Wholesale Club 10,200 316,812 Callaway Golf 23,800 304,640 Delta Apparel 15,000 444,000 Foot Locker 39,000 1,142,700 +Group 1 Automotive 15,400 405,020 Jones Apparel Group 28,000 937,720 +Lodgian 41,800 428,450 +Magna Entertainment Class A 58,300 357,962 +Papa John's International 600 20,832 +Pathmark Stores 55,000 347,050 Reader's Digest Association Class A 10,000 173,100 Reebok International 3,100 137,330 +Sunterra 1,300 19,604 +Tommy Hilfiger 20,900 244,530 +Warnaco Group Class A 57,600 1,384,704 ----------- 6,664,454 ----------- Consumer Staples - 0.96% +Del Monte Foods 53,100 576,135 ----------- 576,135 ----------- Energy - 4.16% Ashland 5,800 391,326 +Forest Oil 9,000 364,500 Foundation Coal Holdings 24,700 580,697 +Giant Industries 13,100 336,670 +Southern Union 32,685 820,720 ----------- 2,493,913 ----------- Financial Services - 3.34% +Allmerica Financial 20,100 722,595 +Americredit 8,300 194,552 +Conseco 13,400 273,628 +KMG America 31,000 302,250 +United America Indemnity 26,864 506,118 ----------- 1,999,143 ----------- Healthcare - 1.21% +Health Net Class A 2,900 94,859 +STERIS 25,000 631,250 ----------- 726,109 ----------- Real Estate - 6.44% Aames Investment 50,500 414,100 American Financial Realty Trust 32,000 468,160 Brookfield Homes 6,300 265,923 Capital Lease Funding 12,000 132,600 Fieldstone Investment 38,900 564,828 Government Properties Trust 2,700 26,892 +Jameson Inns 115,800 170,226 +La Quinta 29,300 249,050 MI Developments Class A 44,300 1,406,525 MortgageIT Holdings 10,200 162,690 ----------- 3,860,994 ----------- 55 STATEMENT OPTIMUM SMALL CAP VALUE FUND OF NET ASSETS (CONTINUED) Number of Market Shares Value COMMON STOCK (continued) Technology - 12.25% +BearingPoint 184,100 $ 1,614,557 +CommScope 28,000 418,880 +Concord Communications 28,300 286,396 Imation 20,000 695,000 +International Rectifier 16,000 728,000 +Lawson Software 44,900 264,910 +Mettler-Toledo International 3,400 161,500 +Micromuse 13,100 59,343 Reynolds & Reynolds Class A 19,000 514,140 Symbol Technologies 23,000 333,270 +Thermo Electron 41,000 1,036,890 +Unisys 45,000 317,700 +UNOVA 20,000 413,000 +Vishay Intertechnology 40,000 497,200 ----------- 7,340,786 ----------- Transportation - 3.12% +AirTran Holdings 37,300 337,565 Alexander & Baldwin 14,200 585,040 +Central Freight Lines 28,000 99,680 Overnite 8,500 271,915 Overseas Shipholding Group 9,100 572,481 ----------- 1,866,681 ----------- Utilities - 0.78% Alliant Energy 17,400 465,972 ----------- 465,972 ----------- TOTAL COMMON STOCK (cost $48,419,901) 53,393,755 ----------- Principal Amount Repurchase Agreements - 11.11% With BNP Paribas 2.60% 4/1/05 (dated 3/31/05, to be repurchased at $3,511,254, collateralized by $133,000 U.S. Treasury Bills due 7/28/05, market value $132,172, and $3,489,000 U.S. Treasury Bills due 8/18/05, market value $3,449,515) $3,511,000 3,511,000 With UBS Warburg 2.50% 4/1/05 (dated 3/31/05, to be repurchased at $3,146,218, collateralized by $394,000 U.S. Treasury Notes 6.75% due 5/15/05, market value $405,839, $1,878,000 U.S. Treasury Notes 2.50% due 5/31/06, market value $1,878,586, and $939,000 U.S. Treasury Notes 2.375% due 8/15/06, market value $925,831) 3,146,000 3,146,000 ----------- TOTAL REPURCHASE AGREEMENTS (cost $6,657,000) 6,657,000 ----------- TOTAL MARKET VALUE OF SECURITIES - 100.21% (cost $55,076,901) 60,050,755 LIABILITIES NET OF RECEIVABLES AND OTHER ASSETS - (0.21%) (125,343) ----------- NET ASSETS APPLICABLE TO 4,840,558 SHARES OUTSTANDING - 100.00% $59,925,412 =========== Net Asset Value - Optimum Small Cap Value Fund Class A ($7,297,489 / 588,235 Shares) $12.41 ----------- Net Asset Value - Optimum Small Cap Value Fund Class B ($1,858,527 / 151,374 Shares) $12.28 ----------- Net Asset Value - Optimum Small Cap Value Fund Class C ($23,869,388 / 1,944,490 Shares) $12.28 ----------- Net Asset Value - Optimum Small Cap Value Fund Institutional Class ($26,900,008 / 2,156,459 Shares) $12.47 ----------- COMPONENTS OF NET ASSETS AT MARCH 31, 2005: Shares of beneficial interest (unlimited authorization - no par) $52,748,507 Accumulated net realized gain on investments 2,203,051 Net unrealized appreciation of investments 4,973,854 ----------- Total net assets $59,925,412 =========== +Non-income producing security for the year ended March 31, 2005. NET ASSET VALUE AND OFFERING PRICE PER SHARE - OPTIMUM SMALL CAP VALUE FUND Net asset value Class A (A) $12.41 Sales charge (5.75% of offering price) (B) 0.76 ----------- Offering price $13.17 =========== (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 $75,000 or more. See accompanying notes 56 STATEMENTS OPTIMUM FUND TRUST OF ASSETS AND LIABILITIES March 31, 2005 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 $344,074,375 $96,718,004 $283,118,206 $278,447,051 $59,785,996 $60,050,755 Cash -- 15,144 469,869 66,637 7,964 6,326 Foreign currencies 13,550 340,219 15,061 -- -- -- Subscriptions receivable 2,208,287 668,489 2,210,869 2,100,731 439,979 469,396 Receivables for securities sold 11,375,086 316,948 613,719 833,355 75,109 148,594 Dividends receivable 141 326,667 206,432 441,666 9,040 27,057 Interest receivable 2,782,530 238 824 1,273 257 472 ------------ ----------- ----------- ------------ ----------- ----------- Total assets 360,453,969 98,385,709 286,634,980 281,890,713 60,318,345 60,702,600 ------------ ----------- ----------- ------------ ----------- ----------- LIABILITIES: Payables for securities purchased 39,225,017 600,955 2,375,927 7,409,513 584,358 535,859 Management fees payable 98,643 90,482 121,114 86,016 38,347 56,077 Other accrued expenses 653,608 254,404 515,663 508,802 157,136 158,228 Other liabilities 434,840 87,848 133,616 126,788 30,144 27,024 ------------ ----------- ----------- ------------ ----------- ----------- Total liabilities 40,412,108 1,033,689 3,146,320 8,131,119 809,985 777,188 ------------ ----------- ----------- ------------ ----------- ----------- TOTAL NET ASSETS $320,041,861 $97,352,020 $283,488,660 $273,759,594 $59,508,360 $59,925,412 ============ =========== ============ ============ =========== =========== Investments at cost $345,524,352 $89,110,630 $270,571,104 $262,292,662 $53,622,470 $55,076,901 Foreign currencies at cost $13,782 $340,917 $13,581 $-- $-- $-- See accompanying notes 57 STATEMENTS OPTIMUM FUND TRUST OF OPERATIONS Year Ended March 31, 2005 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 INCOME: Dividends $ 17,837 $ 1,480,171 $ 1,921,905 $ 3,349,556 $ 96,119 $ 376,751 Interest 8,196,177 59,968 220,534 155,157 45,523 76,855 Foreign tax withheld -- (137,222) (12,848) (34,732) (305) (1,939) ------------ ----------- ----------- ----------- ----------- ----------- 8,214,014 1,402,917 2,129,591 3,469,981 141,337 451,667 ------------ ----------- ----------- ----------- ----------- ----------- EXPENSES: Management fees 1,191,874 493,006 1,308,224 1,196,220 401,720 374,922 Distribution expenses--Class A 73,011 25,168 58,456 59,392 13,259 14,825 Distribution expenses--Class B 70,098 26,565 60,643 62,236 13,170 14,150 Distribution expenses--Class C 852,837 247,489 604,619 627,522 127,769 152,405 Accounting and administration expenses 738,365 287,111 648,002 607,086 178,818 175,965 Dividend disbursing and transfer agent fees and expenses 334,765 164,448 298,061 291,235 161,315 156,488 Professional fees 43,305 24,392 38,595 37,487 21,639 21,807 Trustees' fees 47,207 16,957 44,022 42,303 11,733 11,653 Reports and statements to shareholders 37,447 15,275 33,473 28,355 20,473 5,863 Custodian fees 44,816 52,232 20,470 22,504 4,129 3,814 Registration fees 71,506 50,780 83,777 66,153 48,203 47,737 Pricing fees 34,020 12,054 3,103 2,236 1,077 955 Other 5,451 9,385 10,214 11,223 8,662 8,985 ------------ ----------- ----------- ----------- ----------- ----------- 3,544,702 1,424,862 3,211,659 3,053,952 1,011,967 989,569 Less expenses absorbed or waived (878,428) (185,188) (328,875) (476,448) (325,879) (312,932) Less expenses paid indirectly -- -- -- -- (185) (334) ------------ ----------- ----------- ----------- ----------- ----------- Total expenses 2,666,274 1,239,674 2,882,784 2,577,504 685,903 676,303 ------------ ----------- ----------- ----------- ----------- ----------- NET INVESTMENT INCOME (LOSS) 5,547,740 163,243 (753,193) 892,477 (544,566) (224,636) ------------ ----------- ----------- ----------- ----------- ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCIES: Net realized gain (loss) on: Investments 1,073,318 1,929,662 (554,906) 5,108,525 (1,343,168) 3,066,721 Futures contracts 252,875 -- -- -- -- -- Options written 11,400 -- -- -- -- -- Swap agreements 7,777 -- -- -- -- -- Foreign currencies 472,197 (226,024) (40,925) (2,651) -- -- ------------ ----------- ----------- ------------ ----------- ----------- Net realized gain (loss) 1,817,567 1,703,638 (595,831) 5,105,874 (1,343,168) 3,066,721 Net change in unrealized appreciation/depreciation of investments and foreign currencies (2,333,989) 5,225,103 9,674,113 13,825,365 3,980,308 2,823,528 ------------ ----------- ----------- ----------- ----------- ----------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (516,422) 6,928,741 9,078,282 18,931,239 2,637,140 5,890,249 ------------ ----------- ----------- ------------ ----------- ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $5,031,318 $7,091,984 $8,325,089 $19,823,716 $2,092,574 $5,665,613 ============ =========== =========== =========== ========== =========== See accompanying notes 58 STATEMENTS OPTIMUM FUND TRUST OF CHANGES IN NET ASSETS Optimum Fixed Income Fund Optimum International Fund Year Ended 8/1/03* Year Ended 8/1/03* 3/31/05 to 3/31/04 3/31/05 to 3/31/04 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income $ 5,547,740 $ 658,759 $ 163,243 $ 16,167 Net realized gain on investments and foreign currencies 1,817,567 730,669 1,703,638 326,303 Net change in unrealized appreciation/depreciation of investments and foreign currencies (2,333,989) 901,664 5,225,103 2,354,421 ------------ ----------- ----------- ----------- Net increase in net assets from operations 5,031,318 2,291,092 7,091,984 2,696,891 ------------ ----------- ----------- ----------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A (607,462) (92,235) -- -- Class B (149,152) (17,545) -- -- Class C (1,862,660) (213,683) -- -- Institutional Class (2,689,405) (161,149) (10,068) -- Net realized gain on investments: Class A (169,911) (7,152) (70,371) (1,261) Class B (60,676) (2,626) (28,750) (447) Class C (711,907) (31,584) (247,759) (4,492) Institutional Class (552,891) (6,526) (182,693) (3,593) ------------ ----------- ----------- ----------- (6,804,064) (532,500) (539,641) (9,793) ------------ ----------- ----------- ----------- CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold: Class A 23,242,345 11,904,499 7,124,904 3,816,194 Class B 4,359,127 4,259,160 1,644,652 1,535,336 Class C 78,034,924 51,716,890 23,236,383 13,438,723 Institutional Class 138,332,965 26,419,491 37,265,900 10,175,742 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 752,910 93,236 69,669 1,226 Class B 198,379 18,533 28,262 437 Class C 2,511,297 237,463 242,906 4,422 Institutional Class 3,143,227 164,341 189,814 3,584 ------------ ----------- ----------- ----------- 250,575,174 94,813,613 69,802,490 28,975,664 ------------ ----------- ----------- ----------- Cost of shares repurchased: Class A (2,602,853) (167,871) (777,862) (59,769) Class B (437,867) (69,467) (192,042) (15,905) Class C (7,226,122) (376,974) (1,907,718) (131,871) Institutional Class (9,763,291) (4,688,327) (5,473,673) (2,106,735) ------------ ----------- ----------- ----------- (20,030,133) (5,302,639) (8,351,295) (2,314,280) ------------ ----------- ----------- ----------- Increase in net assets derived from capital share transactions 230,545,041 89,510,974 61,451,195 26,661,384 ------------ ----------- ----------- ----------- NET INCREASE IN NET ASSETS 228,772,295 91,269,566 68,003,538 29,348,482 NET ASSETS: Beginning of period 91,269,566 -- 29,348,482 -- ------------ ----------- ----------- ----------- End of period $320,041,861 $91,269,566 $97,352,020 $29,348,482 ============ =========== =========== =========== Undistributed net investment income (loss) $ 1,244,598 $ 206,252 $ (105,091) $ (32,242) ============ =========== =========== =========== *Commencement of operations See accompanying notes 59 STATEMENTS OPTIMUM FUND TRUST OF CHANGES IN NET ASSETS (CONTINUED) Optimum Large Cap Growth Fund Optimum Large Cap Value Fund Year Ended 8/1/03* Year Ended 8/1/03* 3/31/05 to 3/31/04 3/31/05 to 3/31/04 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income (loss) $ (753,193) $ (164,714) $ 892,477 $ 59,410 Net realized gain (loss) on investments and foreign currencies (595,831) (371,406) 5,105,874 692,496 Net change in unrealized appreciation/depreciation of investments and foreign currencies 9,674,113 2,873,708 13,825,365 2,328,785 ------------ ------------ ------------ ------------ Net increase in net assets from operations 8,325,089 2,337,588 19,823,716 3,080,691 ------------ ------------ ------------ ------------ DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net investment income: Class A -- -- (56,275) (11,327) Class B -- -- -- -- Class C -- -- -- -- Institutional Class -- -- (511,745) (22,188) Net realized gain on investments: Class A -- -- (217,926) (7,880) Class B -- -- (82,157) (2,817) Class C -- -- (809,638) (31,589) Institutional Class -- -- (820,065) (10,442) ------------ ------------ ------------ ------------ -- -- (2,497,806) (86,243) ------------ ------------ ------------ ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from shares sold: Class A 17,733,530 9,152,213 17,926,107 8,815,092 Class B 4,016,377 3,510,552 4,013,859 3,497,348 Class C 57,805,803 34,317,631 58,790,101 34,313,218 Institutional Class 140,103,883 25,753,313 119,998,337 22,144,571 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A -- -- 270,439 18,557 Class B -- -- 80,872 2,710 Class C -- -- 796,609 31,097 Institutional Class -- -- 1,311,059 32,267 ------------ ------------ ------------ ------------ 219,659,593 72,733,709 203,187,383 68,854,860 ------------ ------------ ------------ ------------ Cost of shares repurchased: Class A (1,646,757) (156,597) (1,659,252) (169,358) Class B (288,388) (43,727) (306,639) (36,814) Class C (4,197,896) (331,681) (4,231,491) (240,089) Institutional Class (7,968,074) (4,934,199) (6,974,417) (4,984,947) ------------ ------------ ------------ ------------ (14,101,115) (5,466,204) (13,171,799) (5,431,208) ------------ ------------ ------------ ------------ Increase in net assets derived from capital share transactions 205,558,478 67,267,505 190,015,584 63,423,652 ------------ ------------ ------------ ------------ NET INCREASE IN NET ASSETS 213,883,567 69,605,093 207,341,494 66,418,100 NET ASSETS: Beginning of period 69,605,093 -- 66,418,100 -- ------------ ------------ ------------ ------------ End of period $283,488,660 $ 69,605,093 $273,759,594 $66,418,100 ============ ============ ============ ============ Undistributed net investment income (loss) $ (19,460) $ (10,943) $ 349,690 $ 27,884 ============ ============ ============ ============ *Commencement of operations See accompanying notes 60 STATEMENTS OPTIMUM FUND TRUST OF CHANGES IN NET ASSETS (CONTINUED) Optimum Small Cap Growth Fund Optimum Small Cap Value Fund Year Ended 8/1/03* Year Ended 8/1/03* 3/31/05 to 3/31/04 3/31/05 to 3/31/04 INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment loss $ (544,566) $ (100,258) $ (224,636) $ (51,336) Net realized gain (loss) on investments (1,343,168) 103,701 3,066,721 506,512 Net change in unrealized appreciation/depreciation of investments 3,980,308 2,183,218 2,823,528 2,150,326 ------------ ----------- ----------- ---------- Net increase in net assets from operations 2,092,574 2,186,661 5,665,613 2,605,502 ------------ ----------- ----------- ---------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM: Net realized gain on investments: Class A (479) -- (122,848) (6,141) Class B (198) -- (42,176) (2,109) Class C (1,742) -- (445,185) (26,029) Institutional Class (2,549) -- (415,985) (33,737) ------------ ----------- ----------- ---------- (4,968) -- (1,026,194) (68,016) ------------ ----------- ----------- ---------- Capital Share Transactions: Proceeds from shares sold: Class A 4,186,170 1,994,189 5,061,730 1,945,722 Class B 858,140 757,253 881,752 755,420 Class C 12,540,122 7,071,156 13,687,307 8,246,621 Institutional Class 29,515,787 8,802,193 22,067,117 7,830,304 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 472 -- 120,917 5,887 Class B 195 -- 41,348 2,014 Class C 1,708 -- 437,878 25,639 Institutional Class 2,524 -- 409,196 33,657 ------------ ----------- ----------- ---------- 47,105,118 18,624,791 42,707,245 18,845,264 ------------ ----------- ----------- ---------- Cost of shares repurchased: Class A (404,618) (37,916) (578,700) (36,465) Class B (61,613) (11,723) (72,026) (7,267) Class C (886,607) (52,150) (1,223,649) (59,197) Institutional Class (8,971,226) (69,963) (6,771,964) (54,734) ------------ ----------- ----------- ---------- (10,324,064) (171,752) (8,646,339) (157,663) ------------ ----------- ----------- ---------- Increase in net assets derived from capital share transactions 36,781,054 18,453,039 34,060,906 18,687,601 ------------ ----------- ----------- ---------- NET INCREASE IN NET ASSETS 38,868,660 20,639,700 38,700,325 21,225,087 NET ASSETS: Beginning of period 20,639,700 -- 21,225,087 -- ------------ ----------- ----------- ---------- End of period $ 59,508,360 $20,639,700 $59,925,412 $21,225,087 ============ =========== =========== =========== Undistributed net investment income (loss) $ -- $ -- $ -- $ -- ============ =========== =========== =========== *Commencement of operations See accompanying notes 61 FINANCIAL HIGHLIGHTS Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM FIXED INCOME FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $8.980 $8.500 $8.990 $8.500 $8.990 $8.500 $8.970 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income(2) 0.279 0.171 0.221 0.133 0.221 0.133 0.310 0.192 Net realized and unrealized gain (loss) on investments and foreign currencies (0.061) 0.417 (0.055) 0.420 (0.055) 0.420 (0.050) 0.407 ------ ------ ------ ------ ------ ------ ------ ------ Total from investment operations 0.218 0.588 0.166 0.553 0.166 0.553 0.260 0.599 ------ ------ ------ ------ ------ ------ ------ ------ LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net investment income (0.228) (0.098) (0.176) (0.053) (0.176) (0.053) (0.260) (0.119) Net realized gain on investments (0.080) (0.010) (0.080) (0.010) (0.080) (0.010) (0.080) (0.010) ------ ------ ------ ------ ------ ------ ------ ------ Total dividends and distributions (0.308) (0.108) (0.256) (0.063) (0.256) (0.063) (0.340) (0.129) ------ ------ ------ ------ ------ ------ ------ ------ NET ASSET VALUE, END OF PERIOD $8.890 $8.980 $8.900 $8.990 $8.900 $8.990 $8.890 $8.970 ====== ====== ====== ====== ====== ====== ====== ====== TOTAL RETURN(3) 2.59% 6.82% 1.88% 6.52% 1.88% 6.52% 2.96% 7.07% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $33,251 $12,049 $8,405 $4,296 $125,301 $52,648 $153,085 $22,276 Ratio of expenses to average net assets 1.24% 1.20% 1.89% 1.85% 1.89% 1.85% 0.89% 0.85% Ratio of expenses to average net assets prior to expense limitation 1.70% 2.25% 2.35% 2.90% 2.35% 2.90% 1.35% 1.90% Ratio of net investment income to average net assets 3.12% 2.88% 2.47% 2.23% 2.47% 2.23% 3.47% 3.23% Ratio of net investment income to average net assets prior to expense limitation 2.66% 1.83% 2.01% 1.18% 2.01% 1.18% 3.01% 2.18% Portfolio turnover 352% 383% 352% 383% 352% 383% 352% 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 62 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM INTERNATIONAL FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $10.670 $ 8.500 $10.620 $ 8.500 $10.620 $ 8.500 $10.690 $ 8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss)(2) 0.050 0.021 (0.020) (0.023) (0.020) (0.023) 0.089 0.045 Net realized and unrealized gain on investments and foreign currencies 1.069 2.155 1.059 2.149 1.069 2.149 1.079 2.151 ------- ------- ------- ------- ------- ------- ------- ------- Total from investment operations 1.119 2.176 1.039 2.126 1.049 2.126 1.168 2.196 ------- ------- ------- ------- ------- ------- ------- ------- LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net investment income -- -- -- -- -- -- (0.009) -- Net realized gain on investments (0.129) (0.006) (0.129) (0.006) (0.129) (0.006) (0.129) (0.006) ------- ------- ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.129) (0.006) (0.129) (0.006) (0.129) (0.006) (0.138) (0.006) ------- ------- ------- ------- ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $11.660 $10.670 $11.530 $10.620 $11.540 $10.620 $11.720 $10.690 ======= ======= ======= ======= ======= ======= ======= ======= TOTAL RETURN(3) 10.62% 25.61% 9.91% 25.02% 10.01% 25.02% 11.08% 25.84% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $11,300 $4,083 $3,386 $1,624 $38,517 $14,339 $44,149 $9,302 Ratio of expenses to average net assets 1.98% 1.92% 2.63% 2.57% 2.63% 2.57% 1.63% 1.57% Ratio of expenses to average net assets prior to expense limitation 2.30% 3.82% 2.95% 4.47% 2.95% 4.47% 1.95% 3.47% Ratio of net investment income (loss) to average net assets 0.45% 0.30% (0.20%) (0.35%) (0.20%) (0.35%) 0.80% 0.65% Ratio of net investment income (loss) to average net assets prior to expense limitation 0.13% (1.60%) (0.52%) (2.25%) (0.52%) (2.25%) 0.48% (1.25%) Portfolio turnover 82% 49% 82% 49% 82% 49% 82% 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 63 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM LARGE CAP GROWTH FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $ 9.570 $8.500 $9.530 $8.500 $9.530 $8.500 $ 9.590 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.036) (0.037) (0.099) (0.077) (0.099) (0.077) (0.002) (0.015) Net realized and unrealized gain on investments and foreign currencies 0.486 1.107 0.479 1.107 0.479 1.107 0.492 1.105 ------- ------ ------ ------ ------ ------ ------- ------ Total from investment operations 0.450 1.070 0.380 1.030 0.380 1.030 0.490 1.090 ------- ------ ------ ------ ------ ------ ------- ------ NET ASSET VALUE, END OF PERIOD $10.020 $9.570 $9.910 $9.530 $9.910 $9.530 $10.080 $9.590 ======= ====== ====== ====== ====== ====== ======= ====== TOTAL RETURN(3) 4.70% 12.59% 3.99% 12.12% 3.99% 12.12% 5.11% 12.82% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $26,252 $9,337 $7,603 $3,569 $91,434 $35,143 $158,200 $21,557 Ratio of expenses to average net assets 1.67% 1.61% 2.32% 2.26% 2.32% 2.26% 1.32% 1.26% Ratio of expenses to average net assets prior to expense limitation 1.87% 2.51% 2.52% 3.16% 2.52% 3.16% 1.52% 2.16% Ratio of net investment loss to average net assets (0.37%) (0.61%) (1.02%) (1.26%) (1.02%) (1.26%) (0.02%) (0.26%) Ratio of net investment loss to average net assets prior to expense limitation (0.57%) (1.51%) (1.22%) (2.16%) (1.22%) (2.16%) (0.22%) (1.16%) Portfolio turnover 37% 51% 37% 51% 37% 51% 37% 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 64 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM LARGE CAP VALUE FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $ 9.830 $8.500 $ 9.810 $8.500 $ 9.810 $8.500 $ 9.840 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment income (loss)(2) 0.074 0.038 0.008 (0.003) 0.008 (0.003) 0.110 0.060 Net realized and unrealized gain on investments and foreign currencies 1.100 1.331 1.098 1.329 1.098 1.329 1.110 1.330 ------- ------ ------- ------ ------- ------ ------- ------ Total from investment operations 1.174 1.369 1.106 1.326 1.106 1.326 1.220 1.390 ------- ------ ------- ------ ------- ------ ------- ------ LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net investment income (0.028) (0.023) -- -- -- -- (0.064) (0.034) Net realized gain on investments (0.136) (0.016) (0.136) (0.016) (0.136) (0.016) (0.136) (0.016) ------- ------ ------- ------ ------- ------ ------- ------ Total dividends and distributions (0.164) (0.039) (0.136) (0.016) (0.136) (0.016) (0.200) (0.050) ------- ------ ------- ------ ------- ------ ------- ------ NET ASSET VALUE, END OF PERIOD $10.840 $9.830 $10.780 $9.810 $10.780 $9.810 $10.860 $9.840 ======= ====== ======= ====== ======= ====== ======= ====== TOTAL RETURN(3) 12.04% 16.12% 11.36% 15.61% 11.36% 15.61% 12.41% 16.38% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $27,524 $9,115 $8,072 $3,609 $97,823 $35,732 $140,341 $17,962 Ratio of expenses to average net assets 1.53% 1.50% 2.18% 2.15% 2.18% 2.15% 1.18% 1.15% Ratio of expenses to average net assets prior to expense limitation 1.84% 2.52% 2.49% 3.17% 2.49% 3.17% 1.49% 2.17% Ratio of net investment income (loss) to average net assets 0.72% 0.59% 0.07% (0.06%) 0.07% (0.06%) 1.07% 0.94% Ratio of net investment income (loss) to average net assets prior to expense limitation 0.41% (0.43%) (0.24%) (1.08%) (0.24%) (1.08%) 0.76% (0.08%) Portfolio turnover 38% 38% 38% 38% 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 65 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM SMALL CAP GROWTH FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $11.260 $ 8.500 $11.230 $ 8.500 $11.230 $ 8.500 $11.280 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.161) (0.100) (0.233) (0.146) (0.233) (0.146) (0.121) (0.075) Net realized and unrealized gain on investments 0.653 2.860 0.645 2.876 0.645 2.876 0.663 2.855 ------- ------- ------- ------- ------- ------- ------- ------- Total from investment operations 0.492 2.760 0.412 2.730 0.412 2.730 0.542 2.780 ------- ------- ------- ------- ------- ------- ------- ------- LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net realized gain on investments (0.002) -- (0.002) -- (0.002) -- (0.002) -- ------- ------- ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.002) -- (0.002) -- (0.002) -- (0.002) -- ------- ------- ------- ------- ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $11.750 $11.260 $11.640 $11.230 $11.640 $11.230 $11.820 $11.280 ======= ======= ======= ======= ======= ======= ======= ======= TOTAL RETURN(3) 4.37% 32.47% 3.67% 32.12% 3.67% 32.12% 4.81% 32.71% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $6,133 $2,115 $1,665 $792 $19,883 $7,521 $31,827 $10,212 Ratio of expenses to average net assets 1.80% 1.81% 2.45% 2.46% 2.45% 2.46% 1.45% 1.46% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.69% 4.11% 3.34% 4.76% 3.34% 4.76% 2.34% 3.76% Ratio of net investment loss to average net assets (1.42%) (1.41%) (2.07%) (2.06%) (2.07%) (2.06%) (1.07%) (1.06%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (2.31%) (3.71%) (2.96%) (4.36%) (2.96%) (4.36%) (1.96%) (3.36%) Portfolio turnover 44% 16% 44% 16% 44% 16% 44% 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 66 FINANCIAL HIGHLIGHTS (CONTINUED) Selected data for each share of the Fund outstanding throughout each period were as follows: OPTIMUM SMALL CAP VALUE FUND - ------------------------------------------------------------------------------------------------------------------------------------ Class A Class B Class C Institutional Class Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Year 8/1/03(1) Ended to Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 NET ASSET VALUE, BEGINNING OF PERIOD $11.010 $ 8.500 $10.970 $ 8.500 $10.970 $ 8.500 $11.040 $8.500 INCOME (LOSS) FROM INVESTMENT OPERATIONS: Net investment loss(2) (0.055) (0.046) (0.129) (0.090) (0.129) (0.090) (0.014) (0.022) Net realized and unrealized gain on investments 1.801 2.616 1.785 2.620 1.785 2.620 1.790 2.622 ------- ------- ------- ------- ------- ------- ------- ------- Total from investment operations 1.746 2.570 1.656 2.530 1.656 2.530 1.776 2.600 ------- ------- ------- ------- ------- ------- ------- ------- LESS DIVIDENDS AND DISTRIBUTIONS FROM: Net realized gain on investments (0.346) (0.060) (0.346) (0.060) (0.346) (0.060) (0.346) (0.060) ------- ------- ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.346) (0.060) (0.346) (0.060) (0.346) (0.060) (0.346) (0.060) ------- ------- ------- ------- ------- ------- ------- ------- NET ASSET VALUE, END OF PERIOD $12.410 $11.010 $12.280 $10.970 $12.280 $10.970 $12.470 $11.040 ======= ======= ======= ======= ======= ======= ======= ======= TOTAL RETURN(3) 16.12% 30.30% 15.35% 29.83% 15.35% 29.83% 16.35% 30.66% RATIOS AND SUPPLEMENTAL DATA: Net assets, end of period (000 omitted) $7,297 $2,126 $1,859 $819 $23,869 $9,018 $26,900 $9,262 Ratio of expenses to average net assets 1.73% 1.67% 2.38% 2.32% 2.38% 2.32% 1.38% 1.32% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.61% 4.08% 3.26% 4.73% 3.26% 4.73% 2.26% 3.73% Ratio of net investment loss to average net assets (0.47%) (0.69%) (1.12%) (1.34%) (1.12%) (1.34%) (0.12%) (0.34%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (1.35%) (3.10%) (2.00%) (3.75%) (2.00%) (3.75%) (1.00%) (2.75%) Portfolio turnover 46% 40% 46% 40% 46% 40% 46% 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 67 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS March 31, 2005 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. 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 U.S. generally accepted accounting principles 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 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 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 continue 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 other members of the Delaware Investments Family of Funds pursuant to an exemptive order issued by the Securities and Exchange Commission. 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 is 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 U.S. generally accepted accounting principles 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. Other - Expenses common to all Funds within the Trust are allocated amongst the Funds on the basis of average net assets. Management fees and some 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 68 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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 custodian fees on the Statements of Operations with the corresponding expense offset shown as "expense paid indirectly". The amount of this expense for the year ended March 31, 2005 was as follows: Optimum Optimum Small Cap Small Cap Growth Fund Value Fund ----------- ---------- Earnings credits $185 $334 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 dispositions of investments, securities and cash contained in each Fund. The investment management agreement obligates DMC 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 paid the sub-advisers out of its fees. In accordance with the terms of the investment management agreement, DMC 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 -- Deutsche Investment Management Americas Inc.; Optimum International Fund -- Mondrian Investment Partners Limited (formerly known as Delaware International Advisers Ltd.) 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 Oberweis Asset Management, Inc.; and Optimum Small Cap Value Fund -- Hotchkis and Wiley Capital Management, LLC and Delafield Asset Management (a division of Reich & Tang Asset Management, LLC). For the year ended March 31, 2005, DMC paid the following subadvisory fees: 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 ------------ ------------- ----------- ---------- ----------- ---------- $584,149 $272,871 $736,728 $687,528 $265,741 $250,059 69 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 2. INVESTMENT MANAGEMENT, ADMINISTRATION AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES (CONTINUED) DMC has contractually agreed to waive that portion, if any, of its management fee and/or reimburse each Fund to the extent necessary to ensure that total 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, 2005 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 ------------ ------------- ----------- ---------- ----------- ---------- 0.90% 1.66% 1.34% 1.20% 1.60% 1.41% Prior to August 1, 2004, the waivers 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 ------------ ------------- ----------- ---------- ----------- ---------- 0.85% 1.57% 1.26% 1.15% 1.46% 1.32% Delaware Service Company, Inc. (DSC), an affiliate of DMC, 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 transfer agency 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, 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, 2005, each Fund had 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 $ 98,643 $90,482 $121,114 $ 86,016 $38,347 $56,077 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 266,417 97,716 241,368 230,685 65,725 66,088 Other expenses payable to DMC and affiliates* 246,803 81,667 190,041 190,686 43,758 50,759 *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 DMC, DSC, and DDLP are officers and/or trustees of the Trust. These officers and trustees are paid no compensation by the Funds. 3. INVESTMENTS For the year ended March 31, 2005, the Funds made purchases and sales of investment securities other than short-term investments 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 $550,627,616 $103,891,663 $252,247,593 $235,171,131 $50,723,442 $43,539,892 Purchases of U.S. government securities 311,107,753 -- -- -- -- -- Sales other than U.S. government securities 375,924,037 45,196,330 56,776,432 57,008,244 15,340,727 14,764,139 Sales of U.S. government securities 266,370,717 -- -- -- -- -- At March 31, 2005, 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 $345,930,378 $89,361,316 $271,257,799 $262,785,365 $53,706,192 $55,109,242 ============ =========== ============ ============ =========== =========== Aggregate unrealized appreciation $ 1,691,032 $ 8,403,442 $ 18,837,193$ 19,588,206 $ 8,779,566 $ 6,187,954 Aggregate unrealized depreciation (3,547,035) (1,046,754) (6,976,786) (3,926,520) (2,699,762) (1,246,441) ------------ ----------- ------------ ------------ ----------- ----------- Net unrealized appreciation (depreciation) $ (1,856,003) $ 7,356,688 $ 11,860,407$ 15,661,686 $ 6,079,804 $ 4,941,513 ============ =========== ============ ============ =========== =========== 70 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 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 U.S. generally accepted accounting principles. Additionally, gains (losses) on foreign currency transactions and net short-term gains on sales of investment securities are treated as ordinary income for federal income tax purposes. The tax character of dividends and distributions paid during the year ended March 31, 2005 and the period ended March 31, 2004 was as follows: Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Small Cap Small Cap Fund Fund Value Fund Growth Fund Value Fund ------------ ------------- ---------- ----------- ---------- YEAR ENDED MARCH 31, 2005: Ordinary Income $6,647,568 $494,462 $2,367,284 $4,968 $ 869,720 Long-Term Capital Gain 156,496 45,179 130,522 -- 156,474 ---------- -------- ---------- ------ ---------- Total $6,804,064 $539,641 $2,497,806 $4,968 $1,026,194 ========== ======== ========== ====== ========== PERIOD ENDED MARCH 31, 2004: Ordinary Income $ 532,500 $ 9,793 $ 86,243 $ -- $ 68,016 Optimum Large Cap Growth Fund did not make any distributions in either year. As of March 31, 2005, 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 $320,056,015 $88,112,579 $271,887,157 Undistributed ordinary income 1,764,370 1,348,921 -- Undistributed long-term capital gain 83,542 666,773 -- Post-October losses -- -- -- Post-October currency losses -- (127,680) (19,884) Capital loss carryforward -- -- (240,163) Unrealized appreciation (depreciation) of investments and foreign currencies (1,862,066) 7,351,427 11,861,550 ------------ ----------- ------------ Net assets $320,041,861 $97,352,020 $283,488,660 ============ =========== ============ Optimum Large Cap Value Fund Optimum Small Cap Growth Fund Optimum Small Cap Value Fund ---------------------------- ----------------------------- ---------------------------- Shares of beneficial interest $253,439,236 $54,688,002 $52,748,507 Undistributed ordinary income 2,728,111 -- 612,198 Undistributed long-term capital gain 1,932,084 -- 1,623,194 Post-October losses -- (620,700) -- Post-October currency losses (900) -- -- Capital loss carryforward -- (638,746) -- Unrealized appreciation (depreciation) of investments and foreign currencies 15,661,063 6,079,804 4,941,513 ------------ ----------- ----------- Net assets $273,759,594 $59,508,360 $59,925,412 ============ =========== =========== The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales, mark-to-market on futures contracts, mark-to-market of forward foreign currency contracts and tax treatment of market discount and premium on debt instruments. Post-October losses represent losses realized on investment and foreign currency transactions from November 1, 2004 through March 31, 2005 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 are adjusted to reflect the tax character of permanent book/tax differences. For the year ended March 31, 2005, each Fund recorded the following reclassifications. Reclassifications are primarily due to tax treatment of net operating losses and 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 Optimum Optimum Fixed Income International Large Cap Large Cap Small Cap Small Cap Fund Fund Growth Fund Value Fund Growth Fund Value Fund ------------ ------------- ----------- ---------- ----------- ---------- Undistributed (Accumulated) net investment income (loss) $ 799,285 $(226,024) $ 744,676 $(2,651) $ 544,566 $ 224,636 Accumulated realized gain (loss) (799,285) 226,024 40,925 2,651 1,525 (224,636) Paid-in capital -- -- (785,601) -- (546,091) -- For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Capital loss carryforwards outstanding at March 31, 2005 will expire as follows: Optimum Large Cap Growth Fund Optimum Small Cap Growth Fund ----------------------------- ----------------------------- Year of Expiration 2013 $240,163 $638,746 71 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 5. CAPITAL SHARES Transactions in capital shares were as follows: Optimum Optimum Optimum Large Cap Fixed Income Fund International Fund Growth Fund ---------------------- --------------------- ---------------------- Year 8/1/03* Year 8/1/03* Year 8/1/03* Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 Shares sold: Class A 2,604,696 1,350,930 649,124 388,631 1,811,897 992,873 Class B 493,163 483,742 155,552 154,454 422,024 379,178 Class C 8,745,628 5,871,982 2,136,364 1,362,378 5,966,892 3,724,731 Institutional Class 15,486,338 2,994,706 3,390,313 1,072,081 14,258,695 2,775,139 ---------- ---------- --------- --------- ---------- --------- 27,329,825 10,701,360 6,331,353 2,977,544 22,459,508 7,871,921 ---------- ---------- --------- --------- ---------- --------- Shares issued upon reinvestment of dividends and distributions: Class A 84,653 10,485 6,568 124 -- -- Class B 22,307 2,086 2,694 44 -- -- Class C 282,189 26,727 23,074 448 -- -- Institutional Class 352,862 18,433 17,714 362 -- -- ---------- ---------- --------- --------- ---------- --------- 742,011 57,731 50,050 978 -- -- ---------- ---------- --------- --------- ---------- --------- Shares repurchased: Class A (292,493) (18,915) (69,596) (5,937) (167,095) (16,889) Class B (48,904) (7,826) (17,567) (1,546) (29,466) (4,643) Class C (807,764) (42,407) (171,311) (12,884) (428,897) (35,837) Institutional Class (1,098,366) (530,535) (510,431) (202,008) (804,930) (527,062) ---------- ---------- --------- --------- ---------- --------- (2,247,527) (599,683) (768,905) (222,375) (1,430,388) (584,431) ---------- ---------- --------- --------- ---------- --------- Net increase 25,824,309 10,159,408 5,612,498 2,756,147 21,029,120 7,287,490 ========== ========== ========= ========= ========== ========= Optimum Large Cap Optimum Small Cap Optimum Small Cap Value Fund Growth Fund Value Fund ---------------------- --------------------- ---------------------- Year 8/1/03* Year 8/1/03* Year 8/1/03* Ended to Ended to Ended to 3/31/05 3/31/04 3/31/05 3/31/04 3/31/05 3/31/04 Shares sold: Class A 1,745,346 943,488 369,365 191,434 435,139 196,000 Class B 402,786 371,334 77,974 71,658 79,351 75,160 Class C 5,763,734 3,664,980 1,116,607 674,849 1,191,177 825,171 Institutional Class 11,651,128 2,342,801 2,602,503 911,226 1,898,666 841,044 ---------- --------- --------- --------- --------- --------- 19,562,994 7,322,603 4,166,449 1,849,167 3,604,333 1,937,375 ---------- --------- --------- --------- --------- --------- Shares issued upon reinvestment of dividends and distributions: Class A 25,981 1,959 42 -- 10,324 586 Class B 7,883 286 18 -- 3,579 201 Class C 77,527 3,284 154 -- 37,840 2,556 Institutional Class 124,785 3,404 226 -- 34,839 3,345 ---------- --------- --------- --------- --------- --------- 236,176 8,933 440 -- 86,582 6,688 ---------- --------- --------- --------- --------- --------- Shares repurchased: Class A (160,453) (17,978) (35,344) (3,646) (50,198) (3,616) Class B (29,848) (3,787) (5,450) (1,083) (6,218) (699) Class C (409,019) (25,352) (78,255) (4,895) (106,442) (5,812) Institutional Class (673,193) (520,667) (814,146) (6,327) (616,300) (5,135) ---------- --------- --------- --------- --------- --------- (1,272,513) (567,784) (933,195) (15,951) (779,158) (15,262) ---------- --------- --------- --------- --------- --------- Net increase 18,526,657 6,763,752 3,233,694 1,833,216 2,911,757 1,928,801 ========== ========= ========= ========= ========= ========= *Date of commencement of operations. 72 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 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. 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. 8. OPTIONS WRITTEN During the year ended March 31, 2005, The 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 year ended March 31, 2005 for The Optimum Fixed Income Fund, were as follows: Number of Contracts Premiums ------------ -------- Options outstanding at March 31, 2004 -- $ -- Options written 9,400 40,468 Options terminated in closing purchase transaction (9,400) (40,468) ------ -------- Options outstanding at March 31, 2005 -- $ -- ====== ======== 9. SWAP AGREEMENTS During the year ended March 31, 2005, 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. No total return swap agreements were outstanding at March 31, 2005. 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 such 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 invests a portion of its assets 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. 73 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 10. CREDIT AND MARKET RISKS (CONTINUED) 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. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. 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. The Optimum Fixed Income Fund also invests in taxable municipal bonds. Each Fund may invest up to 15% of their 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 each Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. At March 31, 2005 Rule 144A securities represented approximately 9.85% and 0.87% of total net assets for Optimum Fixed Income Fund and Optimum International Fund, respectively. Rule 144A securities comprising 0.10% of total net assets for Optimum Fixed Income Fund have been determined to be illiquid under the Fund's Liquidity Procedures. While maintaining oversight, the Board of Trustees has delegated to the investment adviser the day-to-day functions of determining whether individual Rule 144A securities are liquid for purposes of a Fund's limitation on investments in illiquid assets. Illiquid securities, if any, have been denoted in the Statement of Net Assets. 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 prior claims or losses pursuant to these contracts. Management has reviewed the Funds' existing contracts and expects the risk of loss to be remote. 12. INDUSTRY ALLOCATION As of March 31, 2005, the Optimum International Fund's investment in equity securities classified by type of business were as follows: Percentage Industry of net assets - -------- ------------- Automobiles & Components 1.54% Banking & Finance 16.82% Buildings & Materials 1.67% Cable, Media & Publishing 3.66% Commercial Services & Supplies 4.27% Computers & Technology 0.71% Consumer Products 1.19% Electronics & Electrical Equipment 2.59% Energy 3.03% Food, Drug & Staples Retailing 9.08% Food, Beverage & Tobacco 3.87% Healthcare & Pharmaceuticals 5.44% Holding Companies 1.22% Industrial Machinery 1.00% Insurance 4.31% Leisure, Lodging & Entertainment 5.13% Metals & Mining 3.96% Packaging & Containers 0.87% Paper & Forest Products 0.64% Real Estate 3.54% Retail 4.61% Semiconductors 0.81% Technology Hardware & Equipment 1.65% Telecommunications 9.36% Transportation & Shipping 1.88% Utilities 3.05% ------ Total 95.90% ====== 74 NOTES OPTIMUM FUND TRUST TO FINANCIAL STATEMENTS (CONTINUED) 13. 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, 2005, 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 2% 98% 100% -- Optimum International Fund 8% 92% 100% -- Optimum Large Cap Value Fund 5% 95% 100% 82% Optimum Small Cap Growth Fund -- 100% 100% -- Optimum Small Cap Value Fund 15% 85% 100% -- (A) and (B) are based on a percentage of each Fund's total distributions. (C) is based on a percentage of each Fund's ordinary income distributions. (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. *For the fiscal year ended March 31, 2005 certain dividends paid by the Funds 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, Optimum International Fund and Optimum Large Cap Value Fund intend to designate up to a maximum amount of $5,308,679, $10,068 and $568,020, respectively to be taxed at a maximum rate of 15%. Complete information will be computed and reported in conjunction with your 2005 Form 1099-DIV. 75 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 (comprising, respectively, the 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, 2005, and the related statements of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and 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 the standards of the Public Company Accounting Oversight Board (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. We were not engaged to perform an audit of the Funds' internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of March 31, 2005, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. 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, 2005, the results of their operations for the year then ended, and the changes in their net assets and their financial highlights for the year then ended and the period August 1, 2003 (commencement of operations) through March 31, 2004, in conformity with U.S. generally accepted accounting principles. /s/ Ernst & Young LLP Philadelphia, Pennsylvania May 12, 2005 76 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 of the Trust 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 AGE THE TRUST SERVED PAST 5 YEARS BY TRUSTEE(1) TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEES MARK S. CASADY(2) Trustee April 21, President and Chief Executive 6 None 2005 Market Street 2003 to Officer - LPL Financial Services Philadelphia, PA present (2004 - Present) 19103 Age 44 President and Chief Operating Officer - LPL Financial Services (2002 - 2004) Managing Director Scudder Investments (1994-2002) JOHN C. E. CAMPBELL(2) Trustee, President June 17, 2004 President, Global 6 None 2005 Market Street and Chief to present Institutional Services, Philadelphia, PA Executive Officer Delaware Investment Advisers 19103 (2003 - Present) Age 59 Executive Vice President(1) Global Marketing & Client Serivces Delaware Management Company (1992 - Present) - ------------------------------------------------------------------------------------------------------------------------------------ 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 Age 66 WILLIAM W. HENNIG Trustee July 17, 2003 Private Investor 6 None 2005 Market Street to present Philadelphia, PA 19103 Age 74 DURANT ADAMS HUNTER Trustee July 17, 2003 Principal-Ridgeway Partners 6 None 2005 Market Street to present (Executive Recruiting) Philadelphia, PA (2004 - Present) 19103 Chief Executive Officer and Age 56 Executive Recruiter - Whitehead MANN Inc. (Executive Recruiting) (1992 - 2003) 77 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 AGE THE TRUST SERVED PAST 5 YEARS BY TRUSTEE(1) TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------------ INDEPENDENT TRUSTEES (continued) KENNETH R. LEIBLER Trustee July 17, 2003 Chairman - 6 None 2005 Market Street to present Boston Options Exchange Philadelphia, PA (2005 - Present) 19103 Chairman and Chief Executive Age 56 Officer - Boston Stock Exchange (2001 - 2004) 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 Age 49 ROBERT A. RUDELL Trustee July 17, 2003 Private Investor 6 Director - 2005 Market Street to present (2002 - Present) Medtox Scientific, Philadelphia, PA Inc. (Clinical Lab) 19103 (2002 - Present) Chief Operating Officer - ZSI Age 56 (Asset Management) Director - (1998 - 2002) Heartland Group, Inc. Famliy of Funds (3 mutual funds) (2005 - Present) 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 Age 59 (Trust Bank) (1970 - 2001) 78 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 AGE THE TRUST SERVED PAST 5 YEARS BY OFFICER(1) OFFICER - ------------------------------------------------------------------------------------------------------------------------------------ OFFICERS JOSEPH H. HASTINGS Senior July 17, 2003 Mr. Hastings has served in 6 None 2005 Market Street Vice President to Present various executive capacities Philadelphia, PA and at different times at 19103 Chief Financial Delaware Investments. Officer Age 55 RICHELLE S. MAESTRO Senior Vice July 17, 2003 Ms. Maestro has served in 6 None 2005 Market Street President, Chief to Present various executive capacities Philadelphia, PA Legal Officer at different times at 19103 and Secretary Delaware Investments. Age 47 MICHAEL P. BISHOF Senior Vice July 17, 2003 Mr. Bishof has served in 6 None 2005 Market Street President and to Present various executive capacities Philadelphia, PA Treasurer at different times at 19103 Delaware Investments. Age 42 (1) The term "Fund Complex" refers to the Funds in the Optimum Fund Trust. Mr. Bishof 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. Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Trust's manager, principal underwriter and service agent. The Statement of Additional Information for the Fund(s) includes additional information about the Trustees and Officers and is available, without charge, upon request by calling your financial advisor or 800 914-0278. 79 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 Fund Trust and the Performance Update for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the Fund. You should read the prospectus carefully before you invest. The figures in this report represent past results that are not a guarantee of future results. The return and principal value of an investment in the 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 Executive Officer Senior Vice President and Delaware Management Company LPL Financial Services Chief Financial Officer Philadelphia, PA Optimum Fund Trust JOHN C. E. CAMPBELL Philadelphia, PA NATIONAL DISTRIBUTOR Executive Vice President Delaware Distributors, L.P. Delaware Investments RICHELLE S. MAESTRO Philadelphia, PA Senior Vice President, NICHOLAS D. CONSTAN Chief Legal Officer and Secretary SHAREHOLDER SERVICING, DIVIDEND Adjunct Professor - University of Pennsylvania Optimum Fund Trust DISBURSING AND TRANSFER AGENT Philadelphia, PA Delaware Service Company, Inc. WILLIAM W. HENNIG 2005 Market Street Private Investor MICHAEL P. BISHOF Philadelphia, PA 19103-7094 Senior Vice President and Treasurer DURANT ADAMS HUNTER Optimum Fund Trust FOR SHAREHOLDERS Principal - Ridgeway Partners Philadelphia, PA 800 914-0278 KENNETH R. LEIBLER FOR SECURITIES DEALERS AND FINANCIAL Chairman INSTITUTIONS REPRESENTATIVES ONLY Boston Options Exchange 800 362-7500 STEPHEN PAUL MULLIN WEB SITE President - Econsult Corporation www.optimummutualfunds.com ROBERT A. RUDELL Private Investor JON EDWARD SOCOLOFSKY Private Investor - -------------------------------------------------------------------------------- Each Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. Each Fund's Forms N-Q, as well as a description of the policies and procedures that each Fund uses 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 Fund's Web site at http:// www.optimummutualfunds.com; and (iii) on the Commission's Web site at http://www.sec.gov. Each Fund's Forms N-Q may be reviewed and copied at the Commission's Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. Information (if any) regarding how each Fund voted proxies relating to portfolio securities during the most recently disclosed 12-month period ended June 30 is available without charge (i) through each Fund's Web site at http://www.optimummutualfunds.com; and (ii) on the Commission's Web site at http://www.sec.gov. - -------------------------------------------------------------------------------- (9358) Printed in the USA AR-901 [3/05] IVES 5/05 J10143 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 has determined that two 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 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 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 $102,100 for the fiscal year ended March 31, 2005. 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, 2005. 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 $12,600 for the Registrant's fiscal year ended March 31, 2005. 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 Exchange Act. 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 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 Exchange Act. (c) Tax fees. The aggregate fees billed by the registrant's independent auditors for tax-related services provided to the registrant were $12,500 for the fiscal year ended March 31, 2005. 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 review of annual excise distribution calculation. 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, 2005. 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 review of annual excise distribution calculation. 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. (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, 2005. 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, 2005. 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 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. (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 $239,134 and $229,555 for the registrant's fiscal years ended March 31, 2005 and March 31, 2004, respectively. (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 and other service providers under common control with the adviser 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. Schedule of Investments Included as part of report to shareholders filed under Item 1 of this Form N-CSR. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. Portfolio Managers of Closed-End Management Investment Companies Not applicable. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers Not applicable. Item 10. Submission of Matters to a Vote of Security Holders. Not applicable. Item 11. 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 12. 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: OPTIMUM FUND TRUST JOHN C.E. CAMPBELL - ------------------ By: John C.E. Campbell ----------------------- Title: Chief Executive Officer Date: June 8, 2005 ----------------------- 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. JOHN C.E. CAMPBELL - -------------------------------- By: John C.E. Campbell ----------------------- Title: Chief Executive Officer Date: June 8, 2005 ----------------------- JOSEPH H. HASTINGS - -------------------------------- By: Joseph H. Hastings ----------------------- Title: Chief Financial Officer Date: June 8, 2005 -----------------------