UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21335 Exact name of registrant as specified in charter: Optimum Fund Trust Address of principal executive offices: 2005 Market Street Philadelphia, PA 19103 Name and address of agent for service: David F. Connor, 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, 2006 Item 1. Reports to Stockholders Optimum Fixed Income Fund Annual Shareholder Report Optimum International Fund Annual Shareholder Report Optimum Large Cap Growth Fund Annual Shareholder Report Optimum Large Cap Value Fund Annual Shareholder Report Optimum Small Cap Growth Fund Annual Shareholder Report Optimum Small Cap Value Fund Annual Shareholder Report Annual Report March 31, 2006 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/country allocations and credit rating breakdown 28 Financial statements Statements of net assets 32 Statements of assets and liabilities 66 Statements of operations 67 Statements of changes in net assets 68 Financial highlights 71 Notes to financial statements 83 Report of independent registered public accounting firm 93 Other fund information 94 Board of trustees and officers 96 About the organization 98 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) 2006 Delaware Distributors L.P. Portfolio management review Optimum Fixed Income Fund April 11, 2006 Advisor: Delaware Management Company (DMC) Subadvisor: Aberdeen Asset Management Inc. (AAMI) The Optimum Fixed Income Fund returned +1.31% at net asset value and -3.26% including the maximum applicable sales charge for the year ended March 31, 2006 (both figures reflect performance for Class A shares with all distributions reinvested). By comparison, the Funds benchmark -- the Lehman Brothers Aggregate Bond Index -- gained +2.26% for the period. For complete, annualized returns, please see the fund performance table on page 4. The Funds advisor, DMC, manages one portion of the Fund. It also has selected AAMI as subadvisor to manage another portion of the Fund's assets. 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 fixed income 2) U.S. high yield fixed income 3) International fixed income The strategy employed by AAMI is predicated on an investment philosophy that the best way to consistently add value is through a strictly bottom-up approach to capitalize on the inefficiencies inherent in the bond market. Therefore, AAMI focuses its efforts on a disciplined process of carefully selecting individual securities based on specified criteria and avoiding techniques such as interest rate forecasting. For more information on the investments styles used by the manager and subadvisor, please see the Fund's prospectus. Throughout the fiscal year, the Federal Reserve Board Open Market Committee continued its "measured pace" of monetary tightening. Yet while short-term interest rates rose as the fed set its short-term interest rate target increasingly higher, long-term rates frequently did not follow suit. This temporarily created a situation that economists refer to as a "flattening yield curve." That is, the difference between short- and long-term interest rates and bond yields grows smaller across the spectrum of maturities. Conditions for the high-yield corporate bond market were largely favorable for the year ended March 31, 2006. Although the performance did not rival that of the prior fiscal year, high yield securities were nonetheless one of the better performing bond markets for the 12-month period. The representative Bear Stearns High-Yield Index gained 6.15%. Overall, high yield bonds continued to benefit from a solid earnings environment among issuing companies, with the default rate coming in at a mere 1%. AAMI Q: Can you provide some background on fixed income market performance during the period? A: Bond market psychology turned from quite bullish to less so during the period. Interpretations of the fundamental environment were affected by events, as bond market participants drove long-term rates lower early in the period and then somewhat higher later -- all in the context of "measured" monetary tightening. The following factors pulled and tugged at the market during the year: o The downturn in credit within the auto sector and its effects on the credit markets o Growing concerns about corporate risk o Hurricane Katrina, which initially lowered rates and subsequently increased them as effects of increasing energy prices evolved o A seemingly more hawkish fed, combined with a changing of the guard at its helm o The stabilizing effect of the continued investor demand for the yield and "carry" of the spread sectors. The results by the end of the period were generally higher Treasury rates, a flatter yield curve, slightly wider spreads, and modestly positive bond market returns. 1 Q: What influenced performance in your portion of the Fund? A: Our strategy generally results in a lower-than-benchmark weighting in Treasury securities and an emphasis on investing within the so-called "spread sectors" or non-Treasury sectors -- of the bond market, where opportunities are more numerous. During the recent year, this selection process resulted in a reduction of our portion of the Funds investments in the credit sector because we reached target valuations for individual holdings, and we viewed reinvestment opportunities to be limited as the result of valuations at maximum levels. Nonetheless, holdings within insurance, utilities, international corporations, and domestic and foreign financial institutions generally added positively to returns. Investments subject to event risk, such as those within the media/telecom sector, generally had a negative effect on performance during part of the year. On the other hand, our portion of the Funds investments in the high-grade portions of the market increased during the year. This was generally a positive factor for the Funds performance. In particular, holdings of single-family mortgage-backed investments increased during the period in response to compelling relative valuations. These holdings are concentrated in structured issues (collateralized mortgage obligations), which are generally less sensitive to changes in interest rates than are the pass-through issues that make up the Lehman Mortgage Index. We intend to continue emphasizing an investment process that seeks to exploit market opportunities as a primary strategy, which we believe will serve the Fund well in varying rate and economic environments. DMC Q: What influenced performance in your portion of the Fund? A: Performance for the Fund is measured against the Lehman Brothers Aggregate Bond Index -- a benchmark that typically serves as a broad representation of the U.S. investment grade bond market. However, our portion of the Fund also includes holdings from other fixed income sectors, and relative performance is often influenced by market performance in those sectors, as well as by our asset allocation decisions. For instance, the Fund held securities from issuers in 28 countries at fiscal year-end. International fixed income as a whole was weak during the year, as the Merrill Lynch Global Government Bond Index fell by 4.43%. But bonds from emerging market countries performed well, and the Merrill Lynch Emerging Market Sovereigns Index gained 16.53% (source: Lipper). Some emerging market nations now borrow from maturing local markets to decrease their foreign exchange liabilities. This has in turn increased liquidity and made local investments more attractive in the eyes of many foreign investors. These fund inflows continue to underpin external debt prices. The Fund does have a limited exposure to emerging market debt on the whole. Within established foreign markets as of March 31, 2006, we continued to favor hedged currency risk in Sweden, the United Kingdom, Poland, New Zealand, and Australia, where hedging strategies are attractive in our opinion. At fiscal year end, the Fund also held noninvestment grade debt totaling less than 20% of the Funds net assets. 2 This page intentionally left blank. 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, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +4.00% 1.31% Including Sales Charge +2.22% -3.26% Class B (Est. 8/1/03) Excluding Sales Charge +3.32% 0.54% Including Sales Charge +2.52% -3.39% Class C (Est. 8/1/03) Excluding Sales Charge +3.36% 0.65% Including Sales Charge +3.36% -0.33% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. Performance for Class B and C shares, excluding sales charges, assumes either that contingent deferred sales charges did not apply or that the investment was not redeemed. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 4.50% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for Optimum Fixed Income Funds Institutional Class were 4.33% and 1.56%, 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 table above 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 Fund Basics As of March 31, 2006 Fund objectives The Fund seeks a high level of income and may also seek growth of capital. Total fund net assets $551 million Number of holdings 949 Fund start date August 1, 2003 Advisor: Delaware Management Company Subadvisor: Aberdeen Asset Management 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, 2006 [THE FOLLOWING DATA IS A REPRESENTATION OF A LINE CHART IN THE PRINTED MATERIAL] Optimum Fixed Income Fund Performance of $10,000 investment chart Optimum Fixed Lehman Brothers Income Fund - Aggregate Class A Shares % gain Bond Index % gain August 1, 2003 $9,550 $10,000 Sep-03 $9,854 3.18% $10,333 3.33% Dec-03 $9,964 1.12% $10,366 0.32% Mar-04 $10,202 2.39% $10,642 2.66% Jun-04 $9,974 -2.24% $10,382 -2.44% Sep-04 $10,318 3.45% $10,714 3.20% Dec-04 $10,548 2.23% $10,816 0.95% Mar-05 $10,466 -0.78% $10,764 -0.48% Jun-05 $10,706 2.30% $11,088 3.01% Sep-05 $10,599 -1.00% $11,014 -0.67% Dec-05 $10,615 0.15% $11,079 0.59% Mar-06 $10,603 -0.11% $11,007 -0.65% Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 4.50% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Lehman Brothers Aggregate Bond Index is an unmanaged composite that tracks the broad U.S. bond markets. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 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 management review Optimum International Fund April 11, 2006 Advisor: Delaware Management Company Subadvisors: Alliance Capital Management L.P. (Alliance) Mondrian Investment Partners Ltd. (Mondrian) Despite strong double-digit performance, the Optimum International Fund lagged behind its benchmark -- the Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE Index) -- for the twelvemonth period ended March 31, 2006. The Fund returned +23.54% at net asset value and +16.45% including the maximum applicable sales charge (both figures are for Class A shares with distributions reinvested), while the MSCI EAFE Index rose +24.94% for the fiscal year. Although all countries in the index showed gains in local currency terms, adverse currency movements held back returns in U.S. dollars. For complete, annualized returns, please see the Fund Performance table on page 8. The Fund seeks long-term growth of capital and may also seek income. The Fund's advisor, Delaware Management Company, selected two subadvisors to manage the Fund's assets, each of whom 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. Subadvisor Mondrian uses a value-oriented stock selection approach. Subadvisor Alliance also employs a value-oriented approach, with country allocations usually weighted in proportion to the size of their stock markets. The managers may over- or underweight a country depending on the relative attractiveness of its available investments. Alliance replaced Marsico Capital Management, LLC (Marsico Capital) as one of the Funds subadvisors on September 29, 2005. During its time as one of the Funds subadvisors, Marsico Capital used an approach that combined "top-down" macroeconomic analysis with "bottom-up" stock selection on its portion of the Fund. For more information on each subadvisor's investment approach, please see the Fund's prospectus. Alliance Q: What drove performance in your portion of the Fund? A: Among the contributors to relative returns were some of our financial holdings in Asia, where we believe strengthening economic growth is helping companies escape their previous bad loan problems and is driving a significant earnings recovery. These included ORIX and Sumitomo Mitsui Financial Group in Japan, as well as Industrial Bank of Korea. Insurance companies Assurances Generales de France (AGF) and ING Groep (Netherlands) were also very strong. In the energy sector, we have held Canadian Natural Resources and Petroleo Brasiliero. The portfolio's holdings in steel companies, specifically Sumitomo Metal Industries, Kobe Steel and JFE Holdings in Japan, as well as European-based Arcelor, were the source of strong returns versus the MSCI EAFE Index in the industrial commodities sector. These companies have done well on the back of rapid economic growth and buoyant demand for raw materials. Partially offsetting these gains was weakness in some of our other industrial commodities holdings, including Brazilian chemical company Braskem. Our portion of the portfolio has had an underweight in telecommunications, a sector that lagged behind the market. However, one of our larger individual detractors was Singapore Telecommunications, which issued a profit warning due to tough competition in the Australian mobile phone market, putting pressure on margins. We still find SingTel attractive, largely because we believe its strong growth potential in emerging markets seems undervalued. Weak stock selection in the technology sector also detracted from performance. Investors disappointed with the sluggish recovery in technology demand put pressure on holdings such as Flextronics International. 6 Q: What was your approach to the portfolio at fiscal year-end? A: Although maturity of the economic and profit cycle might be a cause for concern, we still have not seen the industrial stresses that can generate the large inter-sector price discrepancies that value investors such as ourselves typically seek to exploit. Thus, the portfolio remains broadly diversified and we anticipate using our extensive research capabilities to attempt to uncover stock-specific opportunities within a range of industries. Even so, several themes are apparent in the portfolio. We continue to favor many energy and industrial commodity companies and to maintain broad exposure among financials. We believe the most notable shift in positioning over recent quarters has been our increased weighting in utilities stocks, as profits in the sector have risen in the wake of higher gas and oil prices. Mondrian Q: Can you please provide additional perspective on international market performance? A: Norways +46.5% return was the strongest country performance in the MSCI EAFE Index during the period and was driven by higher crude oil prices. Among larger European markets, Germany gained 28.0% and is benefiting from continued strength of the global economy. Next came the Swiss market, its 24.9% rise during the period attributable in part to strength in financial and healthcare stocks. The U.K. trailed with a 14.7% gain during the period, and Italys 10.2% rise was the weakest among the larger European markets (all country returns are based on MSCI country indices). In the Pacific region, Japan continues to benefit from strong international trade, particularly with its exports to China, and appreciated 37.3% for the 12-month period. Among other major names, Singapore slightly outperformed the MSCI EAFE Index, and Australasian markets trailed the index. Benefiting from a buoyant global economy and substantial merger and acquisition activity, materials recorded the years strongest sector performance in the MSCI EAFE Index, with financials and industrials next. Beset by margin pressures, competition, and rising regulation, telecommunications declined 7.9%, making it the years weakest performer. Relative to the benchmark index, our portion of the Fund ended the fiscal year with an underweighting in European telecommunications stocks but heavier investment in Pacific telecom, where we see excellent value. Fund return was impeded by our benchmark-relative smaller investment position in the outperforming Japanese market and larger position in the underper-forming New Zealand and Australian markets. Partly offsetting these influences was the benefit of fewer investments in France and more in South Africa, which lies outside the benchmark. Although our performance in Japan and Australia was weak, we generated excess return versus the benchmark in Europe, and especially in Germany. Some of the worst performers for the year came from the telecommunications sector, such as Telefonica, Telecom of New Zealand, and Telstra. Conversely, some of our strong performers were Sasol, a South African energy concern, and British-Australian mining company Rio Tinto. Q: How was your portion of the Fund positioned at the end of the fiscal year? A: As of fiscal year-end, some highlights of our strategy included a benchmark-relative underweighting in what we believe is an overvalued Japanese market. We also held comparatively heavier positions in Australasia, which we view as undervalued, as well as in smaller Asian and select European markets. 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. Fund Performance Average Annual Total Returns Through March 31, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +22.45% +23.54% Including Sales Charge +19.76% +16.45% Class B (Est. 8/1/03) Excluding Sales Charge +21.67% +22.81% Including Sales Charge +20.92% +18.81% Class C (Est. 8/1/03) Excluding Sales Charge +21.67% +22.69% Including Sales Charge +21.67% +21.69% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. 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. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for the Optimum International Funds Institutional Class were +22.86% and +23.91%, respectively. 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 table above 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 Fund Basics As of March 31, 2006 Fund objectives The Fund seeks long-term growth of capital and may also seek income. Total fund net assets $195 million Number of holdings 167 Fund start date August 1, 2003 Advisor: Delaware Management Company Subadvisors: Alliance Capital Management L.P. Mondrian Investment Partners Ltd. 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, 2006 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Optimum International Fund Performance of $10,000 investment chart Optimum International Fund - Class A Shares % gain MSCI EAFE Index % gain August 1, 2003 $9,425 $10,000 Sep-03 $9,769 3.65% $10,561 5.61% Dec-03 $11,306 15.73% $12,368 17.11% Mar-04 $11,838 4.71% $12,912 4.40% Jun-04 $11,723 -0.97% $12,969 0.44% Sep-04 $11,735 0.10% $12,939 -0.23% Dec-04 $13,254 12.94% $14,927 15.36% Mar-05 $13,096 -1.19% $14,912 -0.10% Jun-05 $13,017 -0.60% $14,800 -0.75% Sep-05 $14,342 10.18% $16,345 10.44% Dec-05 $14,773 3.00% $17,018 4.12% Mar-06 $16,178 9.51% $18,630 9.47% 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 Morgan Stanley Capital International Europe Australasia Far East (MSCI EAFE) Index is an unmanaged composite of stocks in established markets within 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 management review Optimum Large Cap Growth Fund April 11, 2006 Advisor: Delaware Management Company Subadvisors: Marsico Capital Management, LLC (Marsico Capital) T. Rowe Price Associates, Inc. (T. Rowe Price) The Optimum Large Cap Growth Fund returned +15.17% at net asset value and +8.56% including the maximum applicable sales charge for the year ended March 31, 2006 (both figures reflect performance for Class A shares with all distributions reinvested). By comparison, the Fund's benchmark -- the Russell 1000 Growth Index -- rose +13.14% for the period. For complete, annualized returns, please see the Fund Performance table on page 12. The Optimum Large Cap Growth Fund seeks long-term growth of capital. The Funds advisor, Delaware Management Company, selected two subadvisors to manage the Funds assets. Each is responsible for day-to-day investment management of a portion of the Funds assets and selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement those of the other subadvisors for the Fund. Subadvisor T. Rowe Price mostly seeks investments in companies with the ability to pay increasing dividends through strong cash flow. Subadvisor Marsico Capital uses a more growth-oriented approach, which combines "top-down" economic analysis with "bottom-up" stock selection. For more on each subadvisor's investment approach, please see the Fund's prospectus. U.S. stocks rose strongly in the 12-month period ended March 31, 2006 despite elevated commodity prices and energy costs, plus concerns about inflation and rising interest rates. Equities gradually worked their way higher, supported by solid economic and corporate earnings growth, as well as merger activity. Gains accelerated in recent months amid hopes that the Federal Reserve would soon stop raising short-term interest rates. The period ended with major blue chip indices near levels not seen in five years and small-cap benchmarks at all-time highs. Among better-performing sectors of the market, energy, industrials, business services, and materials benefited from continued economic expansion and elevated commodity prices. Traditional growth sectors were solid as well. Technology was led by telecommunications equipment and Internet software/services stocks before weakening in the first quarter of 2006. In similar fashion, the healthcare sector performed well throughout the better part of the fiscal year, owing to general strength in biotechnology stocks, before tailing off late in the fiscal year. Lastly, financials were fueled by a favorable environment for capital market-sensitive stocks. Weak sectors for the fiscal year were consumer staples and utilities. In the Optimum Large Cap Growth Fund specifically, consumer discretionary sector holdings were among the detractors from the Funds performance. 10 Marsico Capital Q: What influenced performance in your portion of the Fund? A: We generated our greatest return versus the benchmark through stock selection in the industrials sector. Diversified financials, in which we were more heavily invested relative to the benchmark, also performed well, including positions such as Chicago Mercantile Exchange, UBS, and Lehman Brothers Holdings. Healthcare experienced mixed performance. Our largest individual contributor for the fiscal year was biotech-nology company, Genentech. Certain other healthcare-related positions struggled, however, including medical device company Zimmer Holdings. Q: What were areas of weakness regarding your portfolio holdings? A: For much of the fiscal year, our underweighting in energy -- an area of strength for the period -- was a detractor for our portion of the Fund when compared to the benchmark index. By not fully participating in this strong sector, we missed an opportunity for additional return. Also, Exxon Mobil declined sharply prior to being sold from the Marsico Capital portion of the Fund. Other individual holdings that detracted from performance were consumer-related positions Yum! Brands and Four Seasons Hotels, as well liquidated names Harley Davidson and Royal Caribbean Cruise. T. Rowe Price Q: What influenced performance in your portion of the Fund? A: The main drivers of performance compared to the index for the year were good performance among our holdings in the financial sector, and heavier weightings than the benchmark in the strong-performing financials and telecommunication services areas. Performance drivers there included companies' ability to capitalize on increasing global prosperity, healthy investment banking activity, and fee-for-service business strategies that helped these stocks generate strong free cash flow and earnings growth. In technology, we favored wireless telecommunication services stocks, given opportunities for growth in underpenetrated international markets. Industrial and business service stocks detracted from returns as we were less invested in these better-performing sectors. Also lowering performance in our portion of the Fund were weak security selection in diversified consumer services and a heavier focus on media, though much of this weakness was offset by our hotel, restaurant, and leisure holdings. Q: Any concluding thoughts about the past year? A: In 2005, and in the first quarter of 2006, investors tended to focus on short-term concerns and generally did not reward core growth companies with favorable operational performances. 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, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +12.14% +15.17% Including Sales Charge +9.68% +8.56% Class B (Est. 8/1/03) Excluding Sales Charge +11.41% +14.43% Including Sales Charge +10.54% +10.43% Class C (Est. 8/1/03) Excluding Sales Charge +11.41% +14.43% Including Sales Charge +11.41% +13.43% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. 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. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for Optimum Large Cap Growth Funds Institutional Class were +12.54% and +15.57%, respectively. 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 table above 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 Fund Basics As of March 31, 2006 Fund objective The Fund seeks long-term growth of capital. Total fund net assets $578 million Number of holdings 142 Fund start date August 1, 2003 Advisor: Delaware Management Company Subadvisors: T. Rowe Price Associates, Inc. Marsico Capital Management, LLC 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, 2006 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Optimum Large Cap Growth Fund Performance of $10,000 investment chart Optimum Large Cap Growth Fund - Russell 1000 Class A Shares % gain Growth Index % gain August 1, 2003 $9,425 $10,000 Sep-03 $9,581 1.65% $10,139 1.39% Dec-03 $10,434 8.91% $11,194 10.41% Mar-04 $10,612 1.70% $11,283 0.79% Jun-04 $10,644 0.31% $11,502 1.94% Sep-04 $10,511 -1.25% $10,900 -5.23% Dec-04 $11,664 10.97% $11,900 9.17% Mar-05 $11,110 -4.75% $11,413 -4.09% Jun-05 $11,465 3.19% $11,694 2.46% Sep-05 $11,897 3.77% $12,163 4.01% Dec-05 $12,362 3.91% $12,525 2.98% Mar-06 $12,795 3.50% $12,912 3.09% 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 management review Optimum Large Cap Value Fund April 11, 2006 Subadvisors: Massachusetts Financial Services Company (MFS) TCW Investment Management Company (TCW) Established August 1, 2003, the Optimum Large Cap Value Fund focuses on long-term growth of capital and may also seek income by investing primarily in large capitalization companies. The Fund invests mostly in common stocks of U.S. companies, but it may also invest in other securities that the subadvisors believe will provide opportunities for capital growth and income. For the 12 months ended March 31, 2006, the Optimum Large Cap Value Fund returned +9.82% at net asset value and +3.52% including the maximum applicable sales charge (both figures reflect performance for Class A shares with all distributions reinvested). By comparison, the Funds benchmark -- the Russell 1000 Value Index -- rose +13.14% for same period. For complete, annualized Fund performance, please see the table on page 16. In the role of subadvisor for the Fund, managers of the MFS portion of the Funds assets seek to achieve a gross yield that exceeds that of the S&P 500 Index through a bottom-up stock selection approach. In late July 2005, TCW replaced Morgan Stanley Investment Management Inc. as the Fund's second subadvisor. TCW employs a three-step process that first entails the use of quantitative metrics to measure five separate valuation characteristics. The managers then conduct in-depth fundamental analysis and execute careful portfolio construction. During its term as one of the Funds subsidiaries, Morgan Stanley used a stock selection approach that focused primarily on a security's potential for capital growth and income. For more on each subadvisors investment approach, please see the Fund's prospectus. The fiscal year large cap value increase in returns, measured by the Russell 1000 Value Index at 13.14%, showed considerably less strength than the small cap value increases in returns, which rose 23.77% as measured by the Russell 2000 Value Index. MFS Q: What influenced performance in the MFS portion of the Fund? Overall, the Fund underperformed compared to the benchmark. Stock selection and - -- to a lesser extent -- a heavier weighting than the benchmark in the industrial goods and services sector boosted relative performance. Our decision to avoid major index constituent General Electric positively affected results relative to the index, as the stock lagged behind the market's returns. In similar fashion, the Fund benefited from our not holding cable services provider Comcast, as that major index constituent fell during the period. EOG Resources was among the top individual contributors and, as a group, our holdings in the energy sector affected performance. Stocks in other sectors that were relatively strong performers included investment banking firm Goldman Sachs Group, railroad company Burlington Northern Santa Fe, insurance company MetLife, and defense contractors Lockheed Martin and Northrop Grumman. Q: What contributed negatively to performance? A: Positioning in the basic materials sector detracted from relative performance in our portion of the Fund. Within the sector, we had a lesser weighting than the benchmark index, and our holdings lagged. Within the sector, PPG Industries, a global supplier of coatings, chemicals, and glass products, hurt results. 14 Our holdings in weak-performing wireless phone services provider Vodafone Group and electricity and natural gas distributor Dominion Resources also proved disappointing in terms of relative returns. In the strong-performing technology sector, MFS missed some opportunities for strong performance as we trimmed our exposure to computer products in late July 2005, selling off some shares of Hewlett-Packard; the stock price for Hewlett-Packard rose considerably over the remainder of the reporting period. Elsewhere, healthcare company Johnson & Johnson, clothing retailer Gap, and insurance provider Allstate detracted from results. During the reporting period, the Funds currency exposure was also a detractor from relative performance. Investment decisions at MFS are driven generally by the fundamentals of each individual opportunity and, as such, it is common for our portion of the Fund to reflect different currency exposure than the benchmark does. We also held a cash position during the year, as we typically do in order to buy new holdings and to provide liquidity in the Fund. In periods when equity markets rise, holding cash may hurt performance versus the benchmark, which has no cash position. TCW Q: Describe some factors that affected performance in your portion of the Fund during the fiscal year. A: In general, the 12 months were a favorable period for large-capitalization stocks, with the representative Russell 1000 Value Index returning an annualized average +13.14%. During the period, the market trended upward, save for two bouts of temporary weakness, one in the spring 2005 and the other in October. Our investment style emphasizes greater-than-market dividend yield and a search for "value poised for growth" -- a style that was less common during the portion of the fiscal year that we managed the Fund. We came on board the Fund as a second subadvisor in July, and performance in our portion of the Fund's investment portfolio trailed the benchmark from that time until the end of the fiscal year. By the end of the fiscal year, our portion of the Fund was positioned with overall lower price-to-earnings and price-to-cash flow ratios than the broad market, and a higher average dividend yield. Q: What adjustments did you make within the Fund? A: During the fiscal year, we added BCE to the portfolio. BCE is a leading telecommunications provider in Canada that meets all of our five valuation criteria. The company is undergoing a cost-cutting program to improve its balance sheet and cost structure, which we believe may lead to improved cash flow and, possibly, enhanced share buybacks or dividend payouts. We also added Pfizer and Capital One Financial. Pfizer, which recently announced plans to sell off its consumer products business, has a strong balance sheet in our opinion and offers a $4 billion stock buyback program that ultimately may be expanded. Noteworthy sales in the TCW portion of the Fund included AMD, Allstate, and Bank of America. In the case of AMD, the stock traded through our pre-determined target valuations in early 2006. Regarding Bank of America, we believed the synergies from the companys past two acquisitions (FleetBoston Financial and MBNA) to be fully reflected in the stock price. In the case of Allstate, we believed the current environment for the companys various insurance business lines was such that it could face a period of eroding margins. 15 Performance summary Optimum Large Cap Value 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. Fund Performance Average Annual Total Returns Through March 31, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +14.31% +9.82% Including Sales Charge +11.80% +3.52% Class B (Est. 8/1/03) Excluding Sales Charge +13.56% +9.05% Including Sales Charge +12.72% +5.05% Class C (Est. 8/1/03) Excluding Sales Charge +13.56% +9.16% Including Sales Charge +13.56% +8.16% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. 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. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for Optimum Large Cap Value Funds Institutional Class were +14.69% and +10.19%, 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 table above 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 Fund Basics As of March 31, 2006 Fund objective The Fund seeks long-term growth of capital and may seek income. Total fund net assets $540 million Number of holdings 139 Fund start date August 1, 2003 Advisor: Delaware Management Company Subadvisors: Massachusetts Financial Services Company TCW Investment Management Company 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, 2006 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Optimum Large Cap Value Fund Performance of $10,000 investment chart Optimum Large Cap Value Fund - Russell 1000 Class A Shares % gain Value Index % gain August 1, 2003 $9,425 $10,000 Sep-03 $9,547 1.29% $10,057 0.57% Dec-03 $10,766 12.77% $11,484 14.19% Mar-04 $10,943 1.65% $11,832 3.03% Jun-04 $11,099 1.42% $11,936 0.88% Sep-04 $11,155 0.51% $12,120 1.54% Dec-04 $12,250 9.81% $13,378 10.38% Mar-05 $12,261 0.09% $13,390 0.09% Jun-05 $12,396 1.10% $13,614 1.67% Sep-05 $12,819 3.42% $14,142 3.88% Dec-05 $12,917 0.76% $14,322 1.27% Mar-06 $13,465 4.24% $15,171 5.93% 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 management review Optimum Small Cap Growth Fund April 11, 2006 Advisor: Delaware Management Company (DMC) Subadvisors: Columbia Wanger Asset Management L.P. (CWAM) Oberweis Asset Management, Inc. (Oberweis) In the fiscal year ended March 31, 2006, the Optimum Small Cap Growth Fund gained a total return of 22.04% at net asset value and +15.00% including the maximum applicable sales charge (both figures reflect performance for Class A shares with all distributions reinvested). By comparison, the Russell 2000 Growth Index gained 27.84%. The Funds advisor, Delaware Management Company, selected two subadvisors to manage the Funds assets, each of which is responsible for day-to-day investment management of a portion of the Fund's assets. Subadvisor CWAM adheres to a 34-year-old philosophy and process of seeking under-followed stocks with above average growth and reasonable valuations. To find these companies, CWAM compares growth potential, financial strength, and fundamental value among companies. In addition, managers may identify what we believe are important economic, social, or technological trends and try to identify companies that may benefit from these trends. Subadvisor Oberweis builds portfolios of companies with above-average long-term growth potential, based on a variety of factors such as low price-to-earnings ratio in relation to the companys expected future growth rate. For more on each subadvisors investment approach, please see the Funds prospectus. CWAM Q: What influenced performance in your portion of the Fund during the period? A: Small-cap stocks continued their dominance over large caps throughout the period, but in the final quarter more speculative small caps with high valuations and little-to-no earnings were generally the leading performers. The CWAM portion of the Fund underperformed the Russell 2000 Growth Index largely because we did not invest in these speculative, higher risk stocks. Q: Can you describe some areas that aided or detracted from performance? A: The largest detractors to performance from a sector standpoint were healthcare, technology, and retail. The retail stocks in our portion of the Fund were down during the period while the retail sector within the benchmark made double-digit gains. Within the retail sector, our largest detractor was Petco Animal Supplies. The stock fell significantly due to a slowdown in sales from its core customers, as discretionary spending was adversely affected by rising energy and gas prices. Technology stocks were strong as a group during the fiscal year. Although technology holdings in our portion of the Fund were strong performers as well, often making double-digit gains, our performance in this sector did not keep pace with the benchmark. The worst performer in the sector for our portion of the Fund was Symbol Technologies, a designer and manufacturer of systems used in enterprise mobility solutions. Its stock was lower because of a slowdown in sales from several large customers in the retail space. On the positive side, Fund holding Tellabs was a strong performer and a contributor to performance versus the index. Tellabs designs and markets equipment to telecommunications providers worldwide, and the demand for its equipment increased during the year. Telecommunication services was the Fund's best performing sector. An overweight position and good stock selection added value, with the Fund's stocks up more than twice the benchmark increase. 18 Oberweis Q: What influenced performance in your portion of the fund during the period? A: Equity markets delivered healthy gains for the period ended March 31, 2006. Global equity markets also delivered gains for the year, attributable to reasonable valuations, modest expectations, and economic growth. Small-cap stocks performed particularly well, and the Russell 2000 Growth Index gained value. Within the Russell universe of small-company stocks, growth stocks outperformed value stocks. This positive performance came at a time of unpredictable events. Commodities, oil, and gold prices surged amid continued geopolitical uncertainties, increased demand in Asia, and supply disruptions associated with natural disasters in the U.S. The price of gold surged to a record high since 1983, while oil went to a record of more than $70 per barrel last autumn. This was partly the result of Hurricane Katrina, which wreaked havoc in New Orleans and the Mississippi Delta. Q: Which holdings contributed to and detracted from Fund performance? A: The largest contributors to performance from a sector standpoint were consumer discretionary, financial services, consumer staples, and materials. The largest detractors to performance from a sector standpoint were healthcare, technology, and producer durables. As a result of our strict high growth discipline, we generally invest more heavily in sectors such as technology, healthcare, and consumer discretionary. We typically invest less heavily in slower growth sectors, such as financial services, utilities and producer durables. Two of the top contributors for the year were Focus Media Holding LTD and aQuantive. In contrast, two of the leading detractors for the year were Tessera Technologies Inc and Sigmatel. 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. Fund Performance Average Annual Total Returns Through March 31, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +21.67% +22.04% Including Sales Charge +18.99% +15.00% Class B (Est. 8/1/03) Excluding Sales Charge +20.93% +21.22% Including Sales Charge +20.18% +17.22% Class C (Est. 8/1/03) Excluding Sales Charge +20.93% +21.22% Including Sales Charge +20.93% +20.22% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. 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. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for Optimum Small Cap Growth Funds Institutional Class were 22.08% and 22.42%, 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 table above 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 Fund Basics As of March 31, 2006 Fund objective The Fund seeks long-term growth of capital. Total fund net assets $118 million Number of holdings 178 Fund start date August 1, 2003 Advisor Delaware Management Company 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, 2006 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Optimum Small Cap Growth Fund Performance of $10,000 investment chart Optimum Small Cap Growth Fund - Russell 2000 Class A Shares % gain Growth Index % gain August 1, 2003 $9,425 $10,000 Sep-03 $9,968 5.76% $10,270 2.70% Dec-03 $11,797 18.35% $11,572 12.68% Mar-04 $12,485 5.83% $12,218 5.58% Jun-04 $12,753 2.15% $12,229 0.09% Sep-04 $11,844 -7.13% $11,494 -6.01% Dec-04 $13,740 16.01% $13,227 15.08% Mar-05 $13,030 -5.17% $12,324 -6.83% Jun-05 $13,473 3.40% $12,753 3.48% Sep-05 $14,304 6.17% $13,559 6.32% Dec-05 $14,470 1.16% $13,777 1.61% Mar-06 $15,901 9.89% $15,755 14.36% Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 2000 Growth Index is an unmanaged index that generally tracks the performance of those stocks in the Russell 2000 Index that have higher price-to-book ratios and higher forecasted growth values. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 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 Portfolio management review Optimum Small Cap Value Fund April 11, 2006 Advisor: Delaware Management Company Subadvisors: Delafield Asset Management (Delafield) Hotchkis and Wiley Capital Management, LLC (H&W) The Killen Group, Inc. (Killen) The Optimum Small-Cap Value Fund seeks the long-term growth of capital. The Funds advisor, Delaware Management Company, selected three subadvisors for the Funds assets, each of whom is responsible for day-today investment management of a portion of the Funds assets. Each selects investments for its portion of the Fund based on its own investment style and strategy, which are generally intended to complement those of the other subadvisors. For more information on the investment approach of the subadvisors, please see the Funds prospectus. General market returns, and those for small cap stocks in particular, were healthy over the 12-month period ending March 31, 2006. The Fund returned +17.17% at net asset value and +10.41% including the maximum applicable sales charge (both figures are for Class A shares with distributions reinvested). By comparison, the Russell 2000 Value Index rose +23.77% for the fiscal year. Delafield Q: Could you give an overview of economic factors that may have influenced small-cap investors? A: We believe the U.S. trade deficit remains alarmingly large. Interest rates - -- at least short- and medium-term rates -- have steadily continued to rise. Another economic negative is high energy costs. On the plus side, the consumers well being, as measured by real household net worth, rose to another record high at fiscal year end. The prospect of continuing this happy state of affairs is heavily dependent on business conditions remaining favorable and on housing values, which in turn are dependent on relatively low interest rates. Q: What drove performance in your portion of the Fund? Delafield's focus remained on identifying special situations that tend to spark performance that more closely parallels the underlying drivers of the individual company rather than the broad markets. This can cause performance on a short-term basis to be out of sync with the overall market. The stocks selected by Delafield generally performed well. Our cash position remained steady at fiscal year end and was a detractor from the Fund's performance relative to its benchmark in a strong-performing small-cap market. In keeping with Delafield's identified discipline, we continued to attempt to invest at measured prices. We believe our high cash position may allow us to take advantage of potential volatility in the marketplace in future periods. Given today's political and economic crosscurrents, we are comfortable with this position. Positive performance found in our portion of the Fund was generally spread out, as our top five performers generated just 6.2% of the gains. The two largest contributors were Thermo Electron and Commercial Metals Company. In the case of Thermo Electron, the company has consistently improved operating margins across its business while posting good volume gains. Commercial Metals has been a beneficiary of rising metal prices, which have widened margins. Given the cyclical nature of the business, we chose to sell a portion of our holdings on the advance in the stock. 22 On the negative side, ProQuest was our biggest detractor. Its educational business missed earnings expectations in the third quarter, and subsequently the company announced an accounting irregularity relating to the booking of subscriber revenue. Another drag on the portfolio was our largest position, Foot Locker, which was off nearly 19% over the 12 months. This is a core holding, which we added to after the companys European business softened. H&W Q: What drove performance in your portion of the Fund? A: Despite some volatility, the U.S. small-cap equity markets had a good year. Small-cap stocks easily topped large caps. In terms of style, growth outperformed value in small caps. In large caps, value had a slight edge. In general, stocks that were exposed to oil risks performed well. Industrial companies and companies with interest rate sensitivity were generally the worst performers during the year. We believe that much of the relative underperformance in our portion of the Fund was due to weak returns in interest rate-sensitive industries such as homebuilders and mortgage REITs, as well as a lack of exposure to exceptional returns in the metals and mining, semiconductor, and telecom equipment industries. Price declines for holdings prior to March 31, 2006, in forest products company Pope and Talbot, specialty retailer Eddie Bauer Holdings, and auto parts manufacturer Lear also hurt performance. The industrials sector added the most to our return, including gains from equipment manufacturer Flowserve, staffing company Spherion, and mortgage services provider PHH. Q: What was your approach to Fund positioning at fiscal year-end? A: We continue to employ our disciplined investment process that seeks to exploit irrational investor behavior. Our reliance on fundamental research and long-term value remains unchanged. At period end, we were perceiving value in stocks in the consumer discretionary, financials, and industrials sectors. Killen Q: As the Fund's newest subadvisor, can you tell us more about your investment approach? A: We employ a bottom-up, company-specific value approach. Finding attractively positioned companies in a diverse group of industries and then purchasing their securities at attractive levels has served us well throughout our history. Given the current global competitive environment, we continue to believe that this strategy can yield positive results over time. Although general price appreciation over the past few years within the small-cap market has made it more difficult to implement our strategy, we continue to find sufficient opportunities to construct a portfolio that we feel can yield long-term success. Going forward, we intend to seek a diversified group of stocks with valuations that appear attractive in relation to the long-term earnings power of the business. Q: What drove performance in your portion of the Fund? A: During the approximately two and a half month period that we served on the Fund, the stock market continued to display the strength and resilience seen in prior quarters. During this short period, our portion of the Fund contributed positively but trailed a strong-performing Russell 2000 Value Index. Briefly with regard to holdings, Labranche & Company, a provider of specialist services, led performance within the financials sector. The robust economy in early 2006 has also been positive for the basic materials sector, in which we hold Hercules, a specialty chemical company that was one of our better performers during our short time with the Fund. Our industrial sector and consumer discretionary sector holdings -- which included trucking company YRC Worldwide, fitness equipment manufacturer Nautilus, and apparel company Russell -- did not perform as well as we anticipated. It is always important, especially during periods of underperformance, to re-evaluate the situation and determine whether or not the company can improve its competitive position going forward. This constant assessment of the companies in which we are invested is a routine, ongoing part of our research process. 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. Fund Performance Average Annual Total Returns Through March 31, 2006 Lifetime One Year Class A (Est. 8/1/03) Excluding Sales Charge +23.94% 17.17% Including Sales Charge +21.21% 10.41% Class B (Est. 8/1/03) Excluding Sales Charge +23.14% 16.35% Including Sales Charge +22.41% 12.35% Class C (Est. 8/1/03) Excluding Sales Charge +23.14% 16.35% Including Sales Charge +23.14% 15.35% Returns reflect the reinvestment of all distributions and any applicable sales charges as noted below. 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. The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a front-end sales charge of up to 5.75% and have an annual distribution and service fee of up to 0.35%. Class B shares are sold with a contingent deferred sales charge that declines from 4% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately eight years after purchase. They are also subject to an annual distribution and service fee of 1%. Class C shares are sold with a contingent deferred sales charge of 1%, if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1%. The average annual total returns for the lifetime and one-year periods ended March 31, 2006 for Optimum Small Cap Value Funds Institutional Class were 24.36% and 17.66%, 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 table above 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 Fund Basics As of March 31, 2006 Fund objective The Fund seeks long-term growth of capital. Total fund net assets $109 million Number of holdings 151 Fund start date August 1, 2003 Advisor: Delaware Management Company Subadvisors: Delafield Asset Management Hotchkis and Wiley Capital Management, LLC The Killen Group, Inc. 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, 2006 [THE FOLLOWING DATA WAS REPRESENTED AS A LINE CHART IN THE PRINTED MATERIAL] Optimum Small Cap Value Fund Performance of $10,000 investment chart Optimum Small Cap Value Fund - Russell 2000 Class A Shares % gain Value Index % gain August 1, 2003 $9,425 $10,000 Sep-03 $9,813 4.12% $10,261 2.61% Dec-03 $11,367 15.83% $11,941 16.37% Mar-04 $12,282 8.05% $12,767 6.92% Jun-04 $12,655 3.04% $12,876 0.85% Sep-04 $12,689 0.27% $12,895 0.15% Dec-04 $14,354 13.12% $14,597 13.20% Mar-05 $14,262 -0.64% $14,016 -3.98% Jun-05 $14,473 1.48% $14,728 5.08% Sep-05 $14,983 3.52% $15,183 3.09% Dec-05 $15,458 3.17% $15,283 0.66% Mar-06 $16,711 8.11% $17,348 13.51% Chart assumes $10,000 invested on August 1, 2003 and includes the effect of a 5.75% front-end sales charge and the reinvestment of all distributions. Performance of other Fund classes will vary due to different charges and expenses. Returns plotted on the chart were as of the last day of each month shown. The Russell 2000 Value Index is an unmanaged composite that measures the stocks of small, value-oriented companies. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index. Past performance is not a guarantee of future results. 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 of Fund Expenses For the Period October 1, 2005 to March 31, 2006 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, 2005 to March 31, 2006. 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 Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' 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 funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the tables 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 each 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. Each Funds actual expenses shown in the appropriate table reflect fee waivers in effect. The expenses shown in each table assume reinvestment of all dividends and distributions. In each case, "Expenses Paid During Period" are equal to the Funds 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 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,000.30 1.25% $6.23 Class B 1,000.00 996.10 1.90% 9.46 Class C 1,000.00 997.20 1.90% 9.46 Institutional Class 1,000.00 1,001.00 0.90% 4.49 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,018.70 1.25% 6.29 Class B 1,000.00 1,015.46 1.90% 9.55 Class C 1,000.00 1,015.46 1.90% 9.55 Institutional Class 1,000.00 1,020.44 0.90% 4.53 - -------------------------------------------------------------------- Optimum International Fund Expense Analysis of an Investment of $1,000 Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return A Class $1,000.00 $1,128.00 1.91% $10.13 B Class 1,000.00 1,124.60 2.56% 13.56 C Class 1,000.00 1,124.60 2.56% 13.56 Institutional Class 1,000.00 1,130.00 1.56% 8.28 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) A Class $1,000.00 $1,015.41 1.91% $ 9.60 B Class 1,000.00 1,012.17 2.56% 12.84 C Class 1,000.00 1,012.17 2.56% 12.84 Institutional Class 1,000.00 1,017.15 1.56% 7.85 - -------------------------------------------------------------------- 26 Disclosure of Fund Expenses For the Period October 1, 2005 to March 31, 2006 Optimum International Fund Expense Analysis of an Investment of $1,000* * Effective September 29, 2005, Alliance Capital Management assumed the sub-advisory relationship from Marsico. Alliance did not charge the Fund a sub-advisory fee in the interim period between the change in sub-advisor and shareholder approval of this transaction. DMC waived a portion of the management fee equal to the fees which would have been paid to Marsico in the interim period. Had this waiver not been in effect during this interim period, expenses paid would have been higher. The Funds expense analysis would be as follows: Expenses Beginning Ending Paid During Account Account Annualized Period Value Value Expense 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,127.47 2.01% $10.66 Class B 1,000.00 1,124.07 2.66% 14.09 Class C 1,000.00 1,124.07 2.66% 14.09 Institutional Class 1,000.00 1,129.46 1.66% 8.82 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,014.91 2.01% 10.10 Class B 1,000.00 1,011.67 2.66% 13.34 Class C 1,000.00 1,011.67 2.66% 13.34 Institutional Class 1,000.00 1,016.65 1.66% 8.35 - -------------------------------------------------------------------- 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 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,075.50 1.69% $ 8.74 Class B 1,000.00 1,071.80 2.34% 12.09 Class C 1,000.00 1,071.80 2.34% 12.09 Institutional Class 1,000.00 1,077.70 1.34% 6.94 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,016.50 1.69% $ 8.50 Class B 1,000.00 1,013.26 2.34% 11.75 Class C 1,000.00 1,013.26 2.34% 11.75 Institutional Class 1,000.00 1,018.25 1.34% 6.74 - -------------------------------------------------------------------- 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 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,050.30 1.55% $ 7.92 Class B 1,000.00 1,046.50 2.20% 11.22 Class C 1,000.00 1,046.50 2.20% 11.22 Institutional Class 1,000.00 1,052.10 1.20% 6.14 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,017.20 1.55% $ 7.80 Class B 1,000.00 1,013.96 2.20% 11.05 Class C 1,000.00 1,013.96 2.20% 11.05 Institutional Class 1,000.00 1,018.95 1.20% 6.04 - -------------------------------------------------------------------- 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 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,111.60 1.95% $10.27 Class B 1,000.00 1,108.40 2.60% 13.67 Class C 1,000.00 1,108.40 2.60% 13.67 Institutional Class 1,000.00 1,113.90 1.60% 8.43 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,015.21 1.95% 9.80 Class B 1,000.00 1,011.97 2.60% 13.04 Class C 1,000.00 1,011.97 2.60% 13.04 Institutional Class 1,000.00 1,016.95 1.60% 8.05 - -------------------------------------------------------------------- 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 10/1/05 to 10/1/05 3/31/06 Ratio 3/31/06 - -------------------------------------------------------------------- Actual Fund Return Class A $1,000.00 $1,115.30 1.76% $ 9.28 Class B 1,000.00 1,110.40 2.41% 12.68 Class C 1,000.00 1,111.30 2.41% 12.69 Institutional Class 1,000.00 1,116.80 1.41% 7.44 - -------------------------------------------------------------------- Hypothetical 5% Return (5% return before expenses) Class A $1,000.00 $1,016.16 1.76% $ 8.85 Class B 1,000.00 1,012.91 2.41% 12.09 Class C 1,000.00 1,012.91 2.41% 12.09 Institutional Class 1,000.00 1,017.90 1.41% 7.09 - -------------------------------------------------------------------- 27 Sector/Country allocations and credit rating breakdown Optimum Fixed Income Fund As of March 31, 2006 Sector designations may be different than the sector designations presented in other Fund materials. Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Agency Asset-Backed Securities 0.06% - -------------------------------------------------------------------------------- Agency Collateralized Mortgage Obligations 8.33% - -------------------------------------------------------------------------------- Agency Mortgage-Backed Securities 8.81% - -------------------------------------------------------------------------------- Agency Obligations 1.45% - -------------------------------------------------------------------------------- Collateralized Debt Obligations 0.04% - -------------------------------------------------------------------------------- Commercial Mortgage-Backed Securities 4.60% - -------------------------------------------------------------------------------- Corporate Bonds 27.22% - -------------------------------------------------------------------------------- Banking 3.19% Basic Industry 1.97% Brokerage 0.56% Capital Goods 0.65% Communications 4.52% Consumer Cyclical 4.37% Consumer Non-Cyclical 1.75% Electric 2.49% Energy 0.46% Finance Companies 2.10% Industrial - Other 0.40% Insurance 2.55% Natural Gas 0.72% Real Estate 0.33% Technology 0.54% Transportation 0.62% Foreign Agencies 1.52% Municipal Bonds 2.56% Non-Agency Asset-Backed Securities 4.60% Non-Agency Collateralized Mortgage Obligations 18.46% Regional Agency 0.13% Regional Authority 0.87% Senior Secured Loan 0.97% Sovereign Agencies 0.23% Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Sovereign Debt 7.58% - -------------------------------------------------------------------------------- Supranational Banks 1.04% - -------------------------------------------------------------------------------- U.S. Treasury Obligations 9.33% - -------------------------------------------------------------------------------- Convertible Bonds 0.01% - -------------------------------------------------------------------------------- Common Stock 0.04% - -------------------------------------------------------------------------------- Preferred Stock 0.08% - -------------------------------------------------------------------------------- Currency Options Purchased 0.00% - -------------------------------------------------------------------------------- Warrant 0.10% - -------------------------------------------------------------------------------- Repurchase Agreements 3.66% - -------------------------------------------------------------------------------- Total Market Value of Securities 101.69% - -------------------------------------------------------------------------------- Liabilities Net of Receivables and Other Assets (1.69%) - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Credit Rating Breakdown (as a % of fixed income investments) - -------------------------------------------------------------------------------- AAA 63.2% AA 3.5% A 7.9% BBB 10.5% BB 6.2% B 6.4% CCC 1.2% Other 1.1% - -------------------------------------------------------------------------------- Total 100.0% - -------------------------------------------------------------------------------- 28 Sector/Country allocations and credit rating breakdown Optimum International Fund As of March 31, 2006 Country and sector designations may be different than the country and sector designations presented in other Fund materials. Percentage Country of Net Assets - -------------------------------------------------------------------------------- Common Stock 97.50% - -------------------------------------------------------------------------------- Australia 5.28% Austria 0.52% Belgium 1.45% Brazil 0.93% Canada 2.11% China 0.17% Finland 1.19% France 9.56% Germany 6.69% Hong Kong 1.62% Hungary 0.10% Israel 0.10% Italy 3.85% Japan 21.85% Luxembourg 0.69% Netherlands 4.97% New Zealand 0.74% Philippines 0.08% Republic of Korea 1.15% Singapore 1.65% South Africa 0.90% Spain 4.81% Switzerland 1.50% Taiwan 0.92% Thailand 0.09% United Kingdom 24.58% - -------------------------------------------------------------------------------- Repurchase Agreements 2.43% - -------------------------------------------------------------------------------- Total Market Value of Securities 99.93% - -------------------------------------------------------------------------------- Receivables and Other Assets Net of Liabilities 0.07% - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Automobiles & Components 6.46% Banking & Finance 22.65% Capital Goods 1.05% Commercial Services 3.10% Consumer Durables & Apparel 0.69% Consumer Services 0.84% Energy 12.09% Food & Staples Retailing 2.63% Food, Beverage & Tobacco 4.43% Insurance 6.96% Materials 11.10% Media 0.99% Pharmaceuticals & Biotechnology 5.01% Real Estate 0.45% Semiconductors 0.27% Technology Hardware & Equipment 4.16% Telecommunication Services 7.25% Transportation & Shipping 1.34% Utilities 6.03% - -------------------------------------------------------------------------------- Total 97.50% - -------------------------------------------------------------------------------- 29 Sector/Country allocations and credit rating breakdown Sector designations may be different than the sector designations presented in other Fund materials. Optimum Large Cap Growth Fund As of March 31, 2006 Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Common Stock 95.12% - -------------------------------------------------------------------------------- Basic Industry/Capital Goods 7.58% Business Services 2.81% Consumer Durables 3.42% Consumer Non-Durables 13.09% Consumer Services 7.11% Energy 4.87% Finance 17.99% Health Care 16.09% Technology 16.83% Transportation 5.33% - -------------------------------------------------------------------------------- Repurchase Agreements 5.16% - -------------------------------------------------------------------------------- Total Market Value of Securities 100.28% - -------------------------------------------------------------------------------- Liabilities Net of Receivables and Other Assets (0.28%) - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- Optimum Large Cap Value Fund As of March 31, 2006 Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Common Stock 95.89% - -------------------------------------------------------------------------------- Consumer Discretionary 9.21% Consumer Staples 7.44% Energy 8.40% Financials 24.91% Health Care 9.21% Industrials 11.15% Information Technology 5.19% Materials 7.53% Telecommunication Services 8.98% Utilities 3.87% - -------------------------------------------------------------------------------- Repurchase Agreements 5.96% - -------------------------------------------------------------------------------- Total Market Value of Securities 101.85% - -------------------------------------------------------------------------------- Liabilities Net of Receivables and Other Assets (1.85%) - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- 30 Sector/Country allocations and credit rating breakdown Sector designations may be different than the sector designations presented in other Fund materials. Optimum Small Cap Growth Fund As of March 31, 2006 Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Common Stock 93.09% - -------------------------------------------------------------------------------- Basic Industry/Capital Goods 15.52% Business Services 10.59% Consumer Durables 0.86% Consumer Non-Durables 5.26% Consumer Services 7.79% Energy 6.66% Financials 2.87% Health Care 16.56% Real Estate 1.09% Technology 24.81% Transportation 0.63% Utilities 0.45% - -------------------------------------------------------------------------------- Repurchase Agreements 7.25% - -------------------------------------------------------------------------------- Total Market Value of Securities 100.34% - -------------------------------------------------------------------------------- Liabilities Net of Receivables and Other Assets (0.34%) - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- Optimum Small Cap Value Fund As of March 31, 2006 Percentage Sector of Net Assets - -------------------------------------------------------------------------------- Common Stock 92.22% - -------------------------------------------------------------------------------- Basic Industry 17.66% Business Services 11.32% Capital Spending 7.83% Conglomerates 1.04% Consumer Cyclical 10.21% Consumer Services 10.71% Energy 4.14% Financial Services 4.47% Health Care 1.17% Real Estate 6.76% Technology 11.87% Transportation 4.15% Utilities 0.89% - -------------------------------------------------------------------------------- Exchange Traded Funds 0.09% - -------------------------------------------------------------------------------- Repurchase Agreements 7.83% - -------------------------------------------------------------------------------- Total Market Value of Securities 100.14% - -------------------------------------------------------------------------------- Liabilities Net of Receivables and Other Assets (0.14%) - -------------------------------------------------------------------------------- Total Net Assets 100.00% - -------------------------------------------------------------------------------- 31 Statements of net assets Optimum Fixed Income Fund March 31, 2006 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Agency Asset-Backed Securities - 0.06% - -------------------------------------------------------------------------------- *t Freddie Mac Structured Pass Through Securities Series T-30 A5 8.61% 12/25/30 USD 323,805 $ 323,603 ------------- Total Agency Asset-Backed Securities (cost $322,996) 323,603 ------------- - -------------------------------------------------------------------------------- Agency Collateralized Mortgage Obligations - 8.33% - -------------------------------------------------------------------------------- Fannie Mae Series 1996-46 ZA 7.50% 11/25/26 53,905 56,981 Series 2001-14 Z 6.00% 5/25/31 111,018 111,612 Series 2002-90 A1 6.50% 6/25/42 35,764 36,193 Series 2002-90 A2 6.50% 11/25/42 183,012 185,731 Series 2003-34 DV 4.00% 2/25/22 1,440 1,435 Series 2003-122 AJ 4.50% 2/25/28 211,209 204,541 Series 2004-8 GD 4.50% 10/25/32 1,350,000 1,247,003 Series 2004-52 NE 4.50% 7/25/33 385,000 355,135 Series 2005-14 ME 5.00% 10/25/33 1,910,000 1,800,841 Series 2005-22 HE 5.00% 10/25/33 740,000 698,440 Series 2005-29 QD 5.00% 8/25/33 816,000 768,946 Series 2005-44 PE 5.00% 7/25/33 390,000 367,641 Series 2005-54 AK 4.50% 9/25/32 1,222,374 1,175,499 Series 2005-94 YD 4.50% 8/25/33 1,480,000 1,355,462 Series 2005-110 MB 5.50% 9/25/18 925,000 918,845 Fannie Mae Grantor Trust Series 1999-T2 A1 7.50% 1/19/39 52,644 54,628 Series 2001-T8 A2 9.50% 7/25/41 28,380 30,516 Series 2002-T4 A3 7.50% 12/25/41 197,716 204,780 Series 2004-T1 1A2 6.50% 1/25/44 75,222 76,570 Fannie Mae Whole Loan Series 2003-W14 1A5 4.71% 9/25/43 51 51 Series 2003-W18 1A3 4.732% 8/25/43 57,735 57,510 Series 2003-W19 1A3 4.783% 11/25/33 12,623 12,561 Series 2004-W1 1A3 4.49% 11/25/43 43,375 43,157 Series 2004-W4 A2 5.00% 6/25/34 1,090,000 1,075,525 Series 2004-W9 2A1 6.50% 2/25/44 96,160 97,906 Series 2004-W10 A23 5.00% 8/25/34 1,150,000 1,143,821 Series 2004-W11 1A2 6.50% 5/25/44 295,559 300,972 Series 2004-W15 1A1 6.00% 8/25/44 492,548 492,125 Freddie Mac Series 1730 Z 7.00% 5/15/24 331,485 345,470 Series 2113 QE 6.00% 11/15/27 28,521 28,633 Series 2141 N 5.55% 11/15/27 265,553 265,450 Series 2326 ZQ 6.50% 6/15/31 571,447 591,001 Series 2480 EH 6.00% 11/15/31 540 540 Series 2497 BM 5.00% 2/15/22 518,906 513,140 Series 2526 CA 5.00% 6/15/16 133,624 132,636 Series 2552 KB 4.25% 6/15/27 842,355 832,707 Series 2612 LJ 4.00% 7/15/22 213,570 210,874 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Agency Collateralized Mortgage Obligations (continued) - -------------------------------------------------------------------------------- Freddie Mac (continued) Series 2662 DG 5.00% 10/15/22 USD 57,000 $ 54,151 Series 2662 MA 4.50% 10/15/31 384,135 374,545 Series 2700 PG 4.50% 5/15/32 1,300,000 1,207,261 Series 2721 PE 5.00% 1/15/23 100,000 95,721 Series 2727 PE 4.50% 7/15/32 1,480,000 1,371,670 Series 2737 YD 5.00% 8/15/32 170,000 162,200 Series 2755 LE 4.00% 9/15/30 557,000 506,858 Series 2778 JD 5.00% 12/15/32 845,000 802,903 Series 2780 TE 5.00% 1/15/33 785,000 746,915 Series 2783 PD 5.00% 1/15/33 1,076,000 1,023,875 Series 2802 NE 5.00% 2/15/33 600,000 570,293 Series 2827 TE 5.00% 4/15/33 1,335,000 1,268,994 Series 2836 EG 5.00% 12/15/32 1,980,000 1,881,226 Series 2840 OE 5.00% 2/15/33 1,800,000 1,705,006 Series 2841 YA 5.50% 7/15/27 1,693,342 1,691,648 Series 2844 PD 5.00% 12/15/32 745,000 707,837 Series 2849 AJ 5.00% 5/15/18 380,000 377,226 Series 2864 PE 5.00% 6/15/33 1,095,000 1,040,888 Series 2869 BG 5.00% 7/15/33 224,000 212,359 Series 2872 GC 5.00% 11/15/29 405,000 391,681 Series 2881 TE 5.00% 7/15/33 1,080,000 1,024,308 Series 2889 OG 5.00% 5/15/33 117,000 110,989 Series 2890 PC 5.00% 7/15/30 265,000 257,080 Series 2890 PD 5.00% 3/15/33 1,265,000 1,199,358 Series 2893 PD 5.00% 2/15/33 65,000 61,628 Series 2915 KD 5.00% 9/15/33 447,000 422,601 Series 2915 KP 5.00% 11/15/29 490,000 475,981 Series 2921 NE 5.00% 9/15/33 1,095,000 1,036,899 Series 2937 JG 5.00% 8/15/33 1,410,000 1,340,442 Series 2938 ND 5.00% 10/15/33 1,050,000 993,756 Series 2939 PD 5.00% 7/15/33 665,000 628,336 Series 2941 XD 5.00% 5/15/33 150,000 141,878 Series 2987 KG 5.00% 12/15/34 1,430,000 1,350,354 Series 3022 MB 5.00% 12/15/28 260,000 253,654 Series 3026 PC 4.50% 1/15/34 605,000 552,299 Series 3036 ND 5.00% 5/15/34 1,220,000 1,150,931 Series 3056 HD 5.00% 2/15/34 1,225,000 1,154,108 Series 3057 MD 4.50% 8/15/34 760,000 695,095 Series 3063 PC 5.00% 2/15/29 490,000 477,040 t Freddie Mac Structured Pass Through Securities Series T-54 2A 6.50% 2/25/43 63,983 64,864 Series T-58 1A2 3.108% 5/25/35 17,506 17,427 Series T-58 2A 6.50% 9/25/43 35,192 35,680 GNMA Series 2004-11 QE 5.00% 12/16/32 459,000 432,805 Series 2004-30 PD 5.00% 2/20/33 276,000 261,470 ------------- Total Agency Collateralized Mortgage Obligations (cost $47,337,781) 46,127,118 ------------- 32 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Agency Mortgage-Backed Securities - 8.81% - -------------------------------------------------------------------------------- Fannie Mae 5.50% 1/1/13 USD 473,868 $ 470,462 5.73% 12/1/08 98,951 99,724 6.50% 8/1/17 186,630 190,421 6.765% 1/1/07 128,340 128,500 7.13% 1/1/12 342,251 343,427 b*Fannie Mae ARM 3.249% 10/1/33 803,220 804,084 5.068% 8/1/35 427,078 418,362 Fannie Mae Relocation 15 yr 4.00% 9/1/20 909,159 849,496 Fannie Mae Relocation 30 yr 5.00% 11/1/33 61,534 59,208 5.00% 1/1/34 166,529 160,174 5.00% 2/1/34 72,520 69,778 5.00% 8/1/34 136,386 131,059 5.00% 11/1/34 298,145 286,499 5.00% 4/1/35 409,728 393,211 5.00% 10/1/35 313,819 301,168 5.00% 1/1/36 747,825 717,679 Fannie Mae S.F. 15 yr TBA 5.00% 3/1/35 415,000 404,625 Fannie Mae S.F. 20 yr 5.00% 9/1/23 629,790 606,370 5.00% 4/1/25 927,479 891,249 5.00% 8/1/25 1,220,810 1,173,122 5.50% 7/1/24 1,269,665 1,251,017 5.50% 10/1/24 405,690 399,732 5.50% 12/1/24 1,280,715 1,261,905 5.50% 8/1/25 640,371 630,365 Fannie Mae S.F. 30 yr 4.50% 8/1/33 613,932 569,230 4.50% 10/1/33 2,529,620 2,345,432 5.00% 10/1/33 418,349 399,523 5.00% 2/1/34 369,132 352,521 5.00% 5/1/34 314,482 300,035 5.50% 3/1/29 247,560 242,686 5.50% 4/1/29 126,779 124,283 5.50% 12/1/33 279,627 273,597 6.50% 11/1/33 66,304 67,733 6.50% 11/1/35 1,767,509 1,803,964 6.50% 1/1/36 469,955 479,648 6.50% 2/1/36 2,613,338 2,669,300 6.50% 3/1/36 1,990,000 2,031,044 7.00% 11/1/35 1,077,261 1,109,915 7.50% 3/1/32 3,473 3,629 7.50% 4/1/32 17,285 18,062 7.50% 6/1/32 18,133 18,949 Fannie Mae S.F. 30 yr TBA 5.00% 4/1/35 3,045,000 2,899,412 5.50% 4/1/36 9,660,000 9,430,576 6.00% 4/1/36 1,425,000 1,425,000 6.50% 4/1/36 1,510,000 1,540,672 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Agency Mortgage-Backed Securities (continued) - -------------------------------------------------------------------------------- Freddie Mac 5.00% 4/1/33 USD 1,625,000 $ 1,546,289 6.00% 8/1/35 861,190 858,224 7.00% 1/1/08 202,876 204,271 b* Freddie Mac ARM 2.996% 12/1/33 877,058 869,405 3.733% 4/1/34 78,996 78,921 Freddie Mac Relocation 30 yr 5.00% 9/1/33 7,301 7,039 Freddie Mac S.F. 20 yr 5.50% 10/1/23 1,119,882 1,104,484 5.50% 8/1/24 274,182 270,240 5.50% 9/1/24 469,706 462,954 6.00% 12/1/25 1,237,614 1,244,962 Freddie Mac S.F. 30 yr 5.00% 4/1/35 910,433 868,894 6.00% 10/1/33 58,702 58,794 6.50% 10/1/33 17,293 17,649 6.50% 11/1/33 138,691 141,551 6.50% 1/1/35 686,838 701,863 GNMA II 6.00% 4/20/34 115,994 116,863 7.00% 8/20/34 82,319 85,097 ------------- Total Agency Mortgage-Backed Securities (cost $49,456,664) 48,784,348 ------------- - -------------------------------------------------------------------------------- Agency Obligations - 1.45% - -------------------------------------------------------------------------------- Fannie Mae 3.00% 8/15/07 455,000 442,566 ^5.328% 10/9/19 9,250,000 4,292,785 Fannie Mae 6.375% 8/15/07 AUD 450,000 324,929 b* Farm Credit Bank 7 .561% 11/29/49 USD 136,000 145,842 ^Financing Corporation Fico Strip CPN D 5.08% 9/26/11 170,000 129,156 CPN 13 5.161% 12/27/12 135,000 95,405 PRN 4.569% 9/26/19 2,575,000 1,261,379 PRN 16 4.741% 4/5/19 630,000 317,237 Freddie Mac 4.75% 1/19/16 410,000 396,582 ^Resolution Funding Strip Interest 5.24% 10/15/25 1,650,000 600,666 ------------- Total Agency Obligations (cost $8,417,306) 8,006,547 ------------- - -------------------------------------------------------------------------------- Collateralized Debt Obligations - 0.04% - -------------------------------------------------------------------------------- @=# Magnetite Asset Investor Series 3 C1 144A 8.786% 1/31/08 250,000 252,047 ------------- Total Collateralized Debt Obligation (cost $250,000) 252,047 ------------- (continued) 33 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Commercial Mortgage-Backed Securities - 4.60% - -------------------------------------------------------------------------------- b* Banc of America Commercial Mortgage Securities Series 2005-1 AJ 5.153% 11/10/42 USD 1,160,000 $ 1,126,356 Series 2005-2 A5 4.857% 7/10/43 40,000 37,973 Series 2005-5 A4 5.115% 10/10/45 2,125,000 2,056,565 Series 2006-1 AJ 5.46% 9/10/45 220,000 216,175 #Bear Stearns Commercial Mortgage Securities Series 2004-ESA E 144A 5.064% 5/14/16 420,000 416,963 b* Citigroup/Deutsche Bank Commercial Mortgage Trust Series 2005-CD1 AJ 5.40% 7/15/44 45,000 43,732 t#Commercial Mortgage Pass Through Certificates Series 2001-J1A A2 144A 6.457% 2/14/34 284,541 294,326 #Crown Castle Towers Series 2005-1A C 144A 5.074% 6/15/35 175,000 168,647 Deutsche Mortgage & Asset Receiving Series 1998-C1 D 7.231% 6/15/31 1,807,000 1,875,032 #First Union National Bank Commercial Mortgage Series 2001-C2 L 144A 6.46% 1/12/43 200,000 195,493 First Union-Lehman Brothers-Bank of America Series 1998-C2 A2 6.56% 11/18/35 60,749 61,893 General Electric Capital Commercial Mortgage Trust Series 2002-1A A3 6.269% 12/10/35 325,000 338,396 Series 2005-C3 A3FX 4.863% 7/10/45 135,000 132,197 Greenwich Capital Commercial Funding Series 2005-GG3 A2 4.305% 8/10/42 60,000 57,905 b* Series 2005-GG3 AJ 4.859% 8/10/42 330,000 311,561 b* Series 2005-GG3 B 4.894% 8/10/42 555,000 523,628 GS Mortgage Securities Series 2005-GG4 A4 4.761% 7/10/39 2,180,000 2,054,592 Series 2005-GG4 AJ 4.782% 7/10/39 2,282,000 2,136,572 Series 2006-GG6 AJ 5.782% 4/10/38 245,000 244,236 #Hilton Hotel Pool Trust Series 2000-HLTA A1 144A 7.055% 10/6/15 55,122 57,236 JPMor Chase Commercial Mortgage Securities Series 2002-C1 A3 5.376% 7/12/37 720,000 716,385 Series 2002-C2 A2 5.05% 12/12/34 665,000 648,724 Series 2003-C1 A2 4.985% 1/12/37 90,000 87,345 b* Series 2005-LDP5 A4 5.179% 12/15/44 1,505,000 1,470,331 b* Series 2005-LDP5 F 5.336% 12/15/44 2,300,000 2,227,862 b* Series 2006-CB14 AJ 5.501% 12/12/44 100,000 99,190 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Commercial Mortgage-Backed Securities (continued) - -------------------------------------------------------------------------------- LB-UBS Commercial Mortgage Trust Series 2002-C1 A4 6.462% 3/15/31 USD 245,000 $ 258,024 Series 2005-C3 AJ 4.843% 7/15/40 1,345,000 1,263,092 Series 2006-C1 A2 5.084% 2/15/31 165,000 162,912 Merrill Lynch Mortgage Trust b* Series 2004-BPC1 A3 4.467% 10/12/41 85,000 80,960 b* Series 2005-CIP1 B 5.10% 7/12/38 155,000 149,553 #Series 2005-GGP1 E 144A 4.33% 11/15/10 110,000 108,264 #Series 2005-GGP1 F 144A 4.35% 11/15/10 105,000 103,296 Morgan Stanley Capital I #Series 1999-FNV1 G 144A 6.12% 3/15/31 140,000 140,115 Series 2005-HQ6 A2A 4.882% 8/13/42 210,000 205,853 Mortgage Capital Funding Series 1998-MC3 A2 6.337% 11/18/31 1,185,015 1,202,059 #NYC Mortgage Loan Trust Series 1996 A3 144A 6.75% 9/25/19 125,707 127,050 #STRIPs III Series 2003-1A AFIX 144A 3.308% 3/24/18 53,988 51,706 #Tower 144A Series 2004-2A A 4.232% 12/15/14 195,000 187,827 Series 2006-1 B 5.588% 2/15/36 160,000 158,645 Series 2006-1 C 5.707% 2/15/36 250,000 248,000 b* Wachovia Bank Commercial Mortgage Trust Series 2005-C20 AMFX 5.179% 7/15/42 2,095,000 2,020,202 Series 2005-C22 A4 5.441% 12/15/44 1,395,000 1,370,145 Series 2006-C23 AJ 5.515% 1/15/45 20,000 19,688 ------------- Total Commercial Mortgage-Backed Securities (cost $26,023,578) 25,456,706 ------------- - -------------------------------------------------------------------------------- Corporate Bonds - 27.22% - -------------------------------------------------------------------------------- Banking - 3.19% #Banco BMG 144A 9.15% 1/15/16 476,000 489,090 b* #Banco Santander 144A 5.22% 12/9/09 150,000 150,217 Bank Nederlandse Gemeenten 6.75% 9/21/11 NZD 2,409,000 1,503,466 Barclays Bank 6.278% 12/29/49 USD 200,000 191,956 b* #Chinatrust Communications Bank 144A 5.625% 3/29/49 635,000 598,037 Citigroup 5.875% 2/22/33 340,000 331,459 Credit Suisse First Boston USA 6.125% 11/15/11 140,000 143,978 34 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Banking (continued) b* #DBS Capital Funding 144A 7.657% 3/31/49 USD 464,000 $ 501,867 #Dresdner Funding Trust I 144A 8.151% 6/30/31 900,000 1,052,966 b* #HBOS 144A 5.92% 9/29/49 300,000 290,158 Kazkommerts International BV 8.00% 11/3/15 572,000 592,649 Mizuho Financial Group 8.375% 12/29/49 1,395,000 1,486,479 #Mizuho Financial Group 144A 5.79% 4/15/14 175,000 175,720 Popular North America 4.25% 4/1/08 320,000 312,234 5.20% 12/12/07 2,500,000 2,486,726 Popular North America Capital Trust 6.564% 9/15/34 385,000 375,643 b* #Rabobank Capital Funding II 144A 5.26% 12/29/49 200,000 192,537 b* RBS Capital Trust I 4.709% 12/29/49 175,000 162,293 Regions Financial 6.375% 5/15/12 310,000 323,876 b* #Resona Bank 144A 5.85% 9/29/49 510,000 495,791 b* #Resona Preferred Global Securities Cayman 144A 7.191% 12/29/49 1,315,000 1,374,387 Royal Bank of Scotland 9.118% 3/31/49 124,000 139,058 Russian Agriculture Bank 6.875% 11/29/10 795,000 802,217 b* #Shinsei Finance 144A 6.418% 1/29/49 570,000 562,057 b* #Svenska Hanelbanken 144A 7.125% 3/29/49 355,000 361,376 Wachovia Bank NA 5.60% 3/15/16 875,000 868,074 Wachovia Capital Trust III 5.80% 8/29/49 1,065,000 1,047,448 #Washington Mutual Preferred Funding Cayman 144A 7.25% 3/29/49 400,000 391,993 Western Financial Bank 9.625% 5/15/12 210,000 236,775 ------------- 17,640,527 ------------- Basic Industry - 1.97% Abitibi-Consolidated 6.95% 12/15/06 135,000 136,519 7.875% 8/1/09 720,000 718,200 AK Steel 7.875% 2/15/09 275,000 277,750 Aleris International 9.00% 11/15/14 290,000 305,225 Alrosa Finance 8.875% 11/17/14 321,000 366,935 @#Alrosa Finance 144A 8.875% 11/17/14 498,000 568,965 Barrick Gold Finance 7.50% 5/1/07 115,000 117,556 Bowater 9.00% 8/1/09 275,000 287,375 9.50% 10/15/12 440,000 468,600 Celulosa Arauco 5.125% 7/9/13 325,000 307,659 5.625% 4/20/15 510,000 491,213 7.75% 9/13/11 360,000 390,131 #Codelco 144A 5.625% 9/21/35 285,000 269,849 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Basic Industry (continued) Donohue Forest Products 7.625% 5/15/07 USD 305,000 $ 309,575 #Evraz Group 144A 8.25% 11/10/15 799,000 808,988 Georgia-Pacific 8.875% 5/15/31 885,000 955,800 9.50% 12/1/11 165,000 181,500 Huntsman International 10.125% 7/1/09 70,000 72,100 #Ineos Group Holdings 144A 8.50% 2/15/16 75,000 71,625 Lubrizol 4.625% 10/1/09 70,000 67,874 Lyondell Chemical 10.50% 6/1/13 30,000 33,375 #Nell AF Sarl 144A 8.375% 8/15/15 150,000 149,625 Newmont Mining 5.875% 4/1/35 449,000 421,171 Norske Skog 8.625% 6/15/11 400,000 404,000 #Port Townsend Paper 144A 12.00% 4/15/11 295,000 233,050 Potlatch 13.00% 12/1/09 175,000 205,111 Rhodia 8.875% 6/1/11 219,000 226,665 Smurfit Capital Funding 7.50% 11/20/25 550,000 514,250 Solutia 6.72% 10/15/37 375,000 319,688 Southern Peru Copper 7.50% 7/27/35 555,000 541,444 Tembec Industries 8.625% 6/30/09 525,000 318,938 Vale Overseas 6.25% 1/11/16 220,000 217,525 Weyerhaeuser 7.125% 7/15/23 50,000 51,501 Witco 6.875% 2/1/26 125,000 118,750 ------------- 10,928,532 ------------- Brokerage - 0.56% Amvescap 4.50% 12/15/09 350,000 337,447 E Trade Financial 8.00% 6/15/11 460,000 480,125 Franklin Resources 3.70% 4/15/08 45,000 43,584 Goldman Sachs 4.75% 7/15/13 185,000 175,037 6.345% 2/15/34 335,000 333,284 LaBranche & Co. 9.50% 5/15/09 195,000 209,625 11.00% 5/15/12 250,000 278,750 b* Merrill Lynch 4.79% 3/12/07 215,000 213,695 Morgan Stanley 4.75% 4/1/14 85,000 79,433 5.375% 10/15/15 975,000 946,103 ------------- 3,097,083 ------------- Capital Goods - 0.65% Allied Waste North America 9.25% 9/1/12 325,000 352,219 Armor Holdings 8.25% 8/15/13 245,000 263,988 #BAE Systems Series 2001 AT 144A 7.156% 12/15/11 372,665 385,237 Casella Waste Systems 9.75% 2/1/13 410,000 440,749 General Electric 5.00% 2/1/13 345,000 336,060 Geo Subordinate 11.00% 5/15/12 275,000 272,250 Graham Packaging 9.875% 10/15/14 225,000 228,938 (continued) 35 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Capital Goods (continued) Graphic Packaging International 9.50% 8/15/13 USD 85,000 $ 79,900 Interface 10.375% 2/1/10 235,000 258,500 Intertape Polymer 8.50% 8/1/14 270,000 267,300 #Panolam Industrial 144A 10.75% 10/1/13 110,000 107,250 Tyco International Group 6.875% 1/15/29 342,000 358,133 7.00% 6/15/28 227,000 239,520 ------------- 3,590,044 ------------- Communications 4.52% JAdelphia Communications 8.125% 7/15/06 205,000 123,000 American Cellular 10.00% 8/1/11 135,000 147,150 American Tower 7.125% 10/15/12 265,000 276,925 AT&T 9.05% 11/15/11 325,000 351,734 BellSouth 4.20% 9/15/09 130,000 124,833 British Telecommunications 8.875% 12/15/30 1,267,000 1,625,512 #C&M Finance 144A 8.10% 2/1/16 298,000 298,704 CCH I Notes 11.00% 10/1/15 345,000 288,506 Centennial Communications 10.00% 1/1/13 140,000 146,125 JCentury Communications 9.50% 9/1/06 210,000 206,850 Cenveo 9.625% 3/15/12 160,000 173,000 Charter Communication Holdings 11.125% 1/15/11 325,000 173,875 13.50% 1/15/11 350,000 204,750 #Charter Communications Operating 144A 8.375% 4/30/14 225,000 225,563 Cincinnati Bell 8.375% 1/15/14 390,000 398,288 b* #Cleveland Unlimited 144A 13.16% 12/15/10 100,000 103,000 Comcast 6.45% 3/15/37 250,000 241,336 6.50% 11/15/35 95,000 92,475 Comcast Cable Communications Holdings 9.455% 11/15/22 531,000 671,404 Comcast Cablevision 9.00% 9/1/08 339,000 364,417 Cox Communications 4.625% 1/15/10 175,000 167,899 CSC Holdings 8.125% 7/15/09 100,000 103,875 8.125% 8/15/09 150,000 155,625 10.50% 5/15/16 385,000 407,138 Deutsche Telekom International Finance 5.12% 3/23/09 615,000 615,654 5.75% 3/23/16 1,115,000 1,091,264 Dex Media East 12.125% 11/15/12 150,000 172,125 #Digicel Limited 144A 9.25% 9/1/12 100,000 106,250 GTE 7.90% 2/1/27 670,000 700,699 GTE California 7.65% 3/15/07 685,000 698,840 Inmarsat Finance 10.375% 11/15/12 1,470,000 1,256,849 Insight Midwest 10.50% 11/1/10 1,133,000 1,198,147 iPCS 11.50% 5/1/12 45,000 51,525 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Communications (continued) b* IWO 8.35% 1/15/12 USD 30,000 $ 31,388 b* Liberty Media 6.41% 9/17/06 137,000 137,732 MCI 6.908% 5/1/07 226,000 228,825 Mediacom Capital 9.50% 1/15/13 480,000 477,600 #News America 144A 6.40% 12/15/35 193,000 185,130 Qwest 7.875% 9/1/11 90,000 96,525 8.16% 6/15/13 100,000 110,500 #RH Donnelley 144A 8.875% 1/15/16 270,000 282,150 Rural Cellular 9.875% 2/1/10 175,000 187,688 b* #Rural Cellular 144A 10.43% 11/1/12 120,000 125,100 SBC Communications 5.875% 2/1/12 463,000 466,309 Sheridan Group 10.25% 8/15/11 160,000 165,400 Sirius Satellite Radio 9.625% 8/1/13 275,000 269,500 Sprint Capital 4.78% 8/17/06 210,000 209,586 7.625% 1/30/11 365,000 395,145 TCI Communications 8.75% 8/1/15 432,000 506,314 9.875% 6/15/22 290,000 377,189 10.125% 4/15/22 329,000 432,260 Telecom Italia Capital 4.00% 1/15/10 905,000 851,515 4.95% 9/30/14 560,000 516,182 5.25% 11/15/13 1,030,000 977,431 #Telecom Personal 144A 9.25% 12/22/10 547,000 564,778 Telefonos de Mexico 4.50% 11/19/08 395,000 385,073 THOMSON 5.75% 2/1/08 85,000 85,432 Time Warner Entertainment 8.375% 3/15/23 170,000 192,663 Triton Communications 9.375% 2/1/11 230,000 157,550 b* US LEC 12.716% 10/1/09 125,000 135,625 US Unwired 10.00% 6/15/12 295,000 332,244 Verizon Global Funding 7.75% 12/1/30 578,000 640,392 Verizon New England 6.50% 9/15/11 11,000 11,180 Verizon Wireless 5.375% 12/15/06 490,000 490,137 Vertis 10.875% 6/15/09 435,000 429,563 Vimpel Communications 10.00% 6/16/09 507,000 546,293 #Wind Acquisition Finance 144A 10.75% 12/1/15 465,000 504,525 XM Satellite Radio 12.00% 6/15/10 468,000 524,745 ------------- 24,993,006 ------------- Consumer Cyclical - 4.37% Accuride 8.50% 2/1/15 175,000 174,344 Auburn Hills Trust 12.375% 5/1/20 181,000 263,508 Brickman Group 11.75% 12/15/09 95,000 103,669 Carrols 9.00% 1/15/13 125,000 126,250 #CCM Merger 144A 8.00% 8/1/13 305,000 305,000 Centex b* 4.93% 8/1/07 230,000 230,109 5.45% 8/15/12 431,000 418,167 36 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Consumer Cyclical (continued) Corrections Corporation of America 7.50% 5/1/11 USD 308,000 $ 318,780 CVS 3.875% 11/1/07 240,000 234,710 DaimlerChrysler NA Holdings 4.75% 1/15/08 416,000 410,343 b* 5.21% 10/31/08 467,000 469,112 b* 5.33% 3/13/09 1,110,000 1,111,093 #Dave & Busters 144A 11.25% 3/15/14 135,000 137,363 DR Horton 5.25% 2/15/15 640,000 586,593 Ford Motor 7.45% 7/16/31 1,120,000 837,200 Ford Motor Credit 5.625% 10/1/08 55,000 50,325 5.70% 1/15/10 165,000 146,545 6.50% 1/25/07 697,000 694,466 6.625% 6/16/08 290,000 274,618 #Galaxy Entertainment Finance 144A 9.875% 12/15/12 1,064,000 1,113,209 Gaylord Entertainment 8.00% 11/15/13 245,000 256,638 General Motors 8.375% 7/15/33 255,000 188,063 General Motors Acceptance Corporation 6.75% 12/1/14 155,000 139,752 6.875% 9/15/11 1,715,000 1,600,278 8.00% 11/1/31 3,190,000 3,022,766 Harrahs Operating 5.625% 6/1/15 1,118,000 1,073,119 5.75% 10/1/17 134,000 127,145 Home Depot 5.40% 3/1/16 520,000 514,712 Johnson Controls 5.00% 11/15/06 80,000 79,734 Landrys Restaurant 7.50% 12/15/14 190,000 184,300 Lodgenet Entertainment 9.50% 6/15/13 595,000 645,575 Mandalay Resort Group 9.50% 8/1/08 260,000 277,875 10.25% 8/1/07 75,000 79,313 Metaldyne 10.00% 11/1/13 310,000 291,400 MGM Mirage 9.75% 6/1/07 80,000 83,700 #Neiman Marcus 144A 9.00% 10/15/15 375,000 398,438 10.375% 10/15/15 885,000 944,738 OCharleys 9.00% 11/1/13 80,000 184,500 Penney (J.C.) 7.375% 8/15/08 190,000 198,217 7.40% 4/1/37 85,000 92,073 7.65% 8/15/16 125,000 138,290 Playtex Products 9.375% 6/1/11 245,000 257,250 Pulte Homes 6.25% 2/15/13 181,000 181,016 7.875% 8/1/11 535,000 578,582 Royal Caribbean Cruises 7.25% 3/15/18 73,000 76,858 Target 5.95% 5/15/06 75,000 75,060 Time Warner 7.625% 4/15/31 870,000 950,493 8.18% 8/15/07 395,000 409,178 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Consumer Cyclical (continued) ITown Sports International 11.00% 2/1/14 USD 145,000 $ 110,381 True Temper Sports 8.375% 9/15/11 350,000 322,000 #Uno Restaurant 144A 10.00% 2/15/11 175,000 142,625 Visteon 7.00% 3/10/14 50,000 38,750 8.25% 8/1/10 1,725,000 1,431,749 Warnaco 8.875% 6/15/13 195,000 208,163 Warner Music Group 7.375% 4/15/14 425,000 422,875 Wheeling Island Gaming 10.125% 12/15/09 410,000 431,013 ------------- 24,162,023 ------------- Consumer Non-Cyclical 1.75% Accellent 10.50% 12/1/13 180,000 193,050 #AmerisourceBergen 144A 5.875% 9/15/15 430,000 425,081 Amgen 4.00% 11/18/09 80,000 76,573 #Angiotech Pharmaceuticals 144A 7.75% 4/1/14 225,000 228,375 Biovail 7.875% 4/1/10 1,067,000 1,093,675 Constellation Brands 8.125% 1/15/12 240,000 252,900 Cott Beverages 8.00% 12/15/11 350,000 359,625 #CRC Health 144A 10.75% 2/1/16 300,000 310,500 Doane Pet Care 10.625% 11/15/15 160,000 170,400 Dole Food 8.875% 3/15/11 100,000 99,500 Gold Kist 10.25% 3/15/14 150,000 162,750 HCA 5.50% 12/1/09 210,000 205,647 #Highmark 144A 6.80% 8/15/13 206,000 214,924 Kraft Foods 4.125% 11/12/09 240,000 229,600 6.50% 11/1/31 105,000 109,908 #Le-Natures 144A 10.00% 6/15/13 305,000 321,775 Marsh Supermarket 8.875% 8/1/07 35,000 32,638 Medco Health Solutions 7.25% 8/15/13 915,000 986,603 MedPartners 7.375% 10/1/06 595,000 600,950 #Miller Brewing 144A 4.25% 8/15/08 280,000 273,314 National Beef Packing 10.50% 8/1/11 245,000 248,675 Pilgrims Pride 9.625% 9/15/11 255,000 267,113 Pinnacle Foods Holdings 8.25% 12/1/13 125,000 124,375 RJ Reynolds Tobacco Holdings 6.50% 6/1/07 165,000 166,650 b* Safeway 5.315% 3/27/09 595,000 595,302 US Oncology 9.00% 8/15/12 160,000 166,400 10.75% 8/15/14 310,000 340,225 UST 6.625% 7/15/12 265,000 275,378 IVanguard Health 11.25% 10/1/15 510,000 374,850 #Warner Chilcott 144A 9.25% 2/1/15 399,000 398,003 Wyeth 5.50% 2/1/14 400,000 395,304 ------------- 9,700,063 ------------- (continued) 37 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Electric - 2.49% America Electric Power 4.709% 8/16/07 USD 965,000 $ 956,006 Avista 7.75% 1/1/07 85,000 86,219 9.75% 6/1/08 140,000 151,643 // #Calpine 144A 9.90% 7/15/07 146,625 137,094 CC Fund Trust I 6.90% 2/16/07 660,000 667,329 #Centrais Eletricas Brasileiras 144A 7.75% 11/30/15 1,177,000 1,229,965 Consumer Energy 5.00% 2/15/12 530,000 510,139 Dominion Resources 5.687% 5/15/08 495,000 496,124 5.95% 6/15/35 515,000 476,396 Duke Capital 4.302% 5/18/06 355,000 354,794 5.668% 8/15/14 190,000 188,047 #Dynegy Holdings 144A 10.125% 7/15/13 335,000 384,228 Elwood Energy 8.159% 7/5/26 245,514 262,632 Entergy Louisiana 6.30% 9/1/35 190,000 182,179 Entergy Mississippi 5.92% 2/1/16 310,000 305,731 #FPL Energy National 144A 5.608% 3/10/24 456,182 439,368 Indiana Michigan Power 6.125% 12/15/06 190,000 190,881 Midwest Generation 8.30% 7/2/09 190,000 196,324 8.75% 5/1/34 270,000 293,625 Mirant Americas Generation 8.30% 5/1/11 400,000 416,000 Nisource Finance 3.20% 11/1/06 55,000 54,339 NRG Energy 7.25% 2/1/14 400,000 407,500 Oncor Electric Delivery 7.00% 5/1/32 35,000 37,987 Orion Power Holdings 12.00% 5/1/10 180,000 203,850 Pacificorp 6.375% 5/15/08 290,000 296,506 #Pedernales Electric 144A 6.202% 11/15/32 620,000 642,131 Pepco Holdings 5.50% 8/15/07 390,000 390,168 #Power Contract Financing 144A 6.256% 2/1/10 260,000 261,548 Progress Energy 7.00% 10/30/31 505,000 544,393 PSI Energy 6.12% 10/15/35 753,000 733,241 Puget Energy 7.69% 2/1/11 250,000 272,788 b* SCANA 4.97% 3/1/08 185,000 185,290 Southern California Edison b* 4.965% 12/13/07 190,000 190,151 6.00% 1/15/34 155,000 154,215 Southern Capital Funding 5.30% 2/1/07 200,000 199,209 #TXU Australia 144A 6.15% 11/15/13 375,000 386,045 TXU Energy 7.00% 3/15/13 384,000 400,510 Westar Energy 5.95% 1/1/35 472,000 439,689 Xcel Energy 7.00% 12/1/10 80,000 84,389 ------------- 13,808,673 ------------- Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Energy - 0.46% Bluewater Finance 10.25% 2/15/12 USD 165,000 $ 174,075 #Canadian Oil Sands 144A 4.80% 8/10/09 155,000 150,742 Compton Petroleum Finance 7.625% 12/1/13 100,000 100,500 #Hilcorp Energy 144A 7.75% 11/1/15 250,000 250,624 10.50% 9/1/10 95,000 105,094 Nexen 5.875% 3/10/35 200,000 187,055 Quicksilver Resources 7.125% 4/1/16 150,000 148,875 b* Secunda International 12.60% 9/1/12 170,000 182,750 SESI 8.875% 5/15/11 150,000 157,500 Siberian Oil 10.75% 1/15/09 445,000 497,910 Talisman Energy 5.125% 5/15/15 170,000 163,152 USX 9.125% 1/15/13 15,000 17,873 Valero Energy 6.125% 4/15/07 40,000 40,313 #VeraSun Energy 144A 9.875% 12/15/12 190,000 202,350 Weatherford International 4.95% 10/15/13 20,000 19,246 Whiting Petroleum 7.25% 5/1/13 130,000 130,325 ------------- 2,528,384 ------------- Finance Companies - 2.10% American General Finance 4.00% 3/15/11 864,000 806,586 4.875% 5/15/10 650,000 633,847 4.875% 7/15/12 985,000 942,407 b* Berkshire Hathaway 4.61% 1/11/08 195,000 195,366 #Festival Fun Park 144A 10.875% 4/15/14 100,000 101,188 FINOVA Group 7.50% 11/15/09 605,000 204,188 FTI Consulting 7.625% 6/15/13 200,000 211,500 HSBC Finance 4.625% 9/15/10 500,000 482,601 b* HSBC Finance Capital Trust IX 5.911% 11/30/35 500,000 491,457 b* #ILFC E-Capital Trust II 144A 6.25% 12/21/65 380,000 364,829 International Lease Finance 4.625% 6/2/08 40,000 39,397 #Mantis Reef 144A 4.692% 11/14/08 1,100,000 1,070,540 b* MUFG Capital Finance 1 6.346% 7/29/49 2,045,000 2,019,706 Residential Capital 6.00% 2/22/11 980,000 973,189 6.125% 11/21/08 635,000 636,399 6.375% 6/30/10 257,000 259,145 6.875% 6/30/15 1,430,000 1,493,343 SLM 6.50% 6/15/10 NZD 1,170,000 719,597 ------------- 11,645,285 ------------- 38 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Industrial - Other 0.40% Adesa 7.625% 6/15/12 USD 245,000 $ 251,738 #Autopista Del Maipo 144A 7.373% 6/15/22 650,000 728,257 Foster Wheeler Series A 10.359% 9/15/11 44,000 48,840 Interline Brands 11.50% 5/15/11 283,000 313,776 #Knowledge Learning 144A 7.75% 2/1/15 145,000 138,838 Mueller Group 10.00% 5/1/12 275,000 302,500 I Mueller Holdings 14.75% 4/15/14 305,000 250,100 Trimas 9.875% 6/15/12 215,000 197,800 ------------- 2,231,849 ------------- Insurance - 2.55% 21st Century Insurance 5.90% 12/15/13 275,000 268,014 #ASIF Global Financing 144A 3.85% 11/26/07 42,000 41,074 #Farmers Exchange Capital 144A 7.05% 7/15/28 555,000 564,512 #Farmers Insurance Exchange 144A 6.00% 8/1/14 140,000 138,288 8.625% 5/1/24 615,000 720,254 #Liberty Mutual 144A 5.75% 3/15/14 90,000 87,625 Marsh & McLennan b* 4.72% 7/13/07 400,000 399,698 5.15% 9/15/10 310,000 303,308 5.375% 3/15/07 210,000 209,470 MetLife 5.00% 6/15/15 205,000 195,458 #Nationwide Mutual Insurance 144A 7.875% 4/1/33 355,000 407,967 #Nippon Life Insurance 144A 4.875% 8/9/10 345,000 334,659 #NLV Financial 144A 6.50% 3/15/35 720,000 660,286 tb*#North Front Pass Through Trust 144A 5.81% 12/15/24 500,000 486,764 b* #Oil Insurance 144A 5.15% 8/15/33 390,000 384,090 #Pennsylvania Mutual Life Insurance 144A 6.65% 6/15/34 419,000 440,804 Reinsurance Group 6.75% 12/15/65 655,000 622,477 St. Paul Travelers 5.01% 8/16/07 355,000 351,952 #Symetra Financial 144A 6.125% 4/1/16 1,125,000 1,119,183 tb* #Twin Reefs Pass Through Trust 144A 5.698% 12/31/49 400,000 400,396 United Healthcare 5.375% 3/15/16 470,000 460,404 5.80% 3/15/36 365,000 348,777 #UnumProvident Finance 144A 6.85% 11/15/15 270,000 274,972 WellPoint 4.25% 12/15/09 140,000 134,550 5.25% 1/15/16 1,295,000 1,251,172 5.85% 1/15/36 205,000 194,350 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Insurance (continued) Willis Group 5.125% 7/15/10 USD 575,000 $ 563,422 5.625% 7/15/15 725,000 707,556 #ZFS Finance USA 144A 6.15% 12/15/65 1,000,000 974,866 6.45% 12/15/65 1,105,000 1,065,209 ------------- 14,111,557 ------------- Natural Gas - 0.72% #Atlas Pipeline Partners 144A 8.125% 12/15/15 300,000 314,250 b* Atmos Energy 4.975% 10/15/07 255,000 255,339 #Copano Energy 144A 8.125% 3/1/16 75,000 78,000 #Dynegy Holdings 144A 8.375% 5/1/16 100,000 100,000 El Paso Natural Gas 7.625% 8/1/10 55,000 57,613 El Paso Production Holding 7.75% 6/1/13 150,000 156,188 Enterprise Products Operating 4.00% 10/15/07 125,000 122,332 4.625% 10/15/09 355,000 343,337 4.95% 6/1/10 310,000 300,980 5.00% 3/1/15 327,000 303,927 7.50% 2/1/11 317,000 338,733 Inergy Finance 6.875% 12/15/14 90,000 85,950 #Inergy Finance 144A 8.25% 3/1/16 75,000 77,250 Kinder Morgan Finance 5.35% 1/5/11 455,000 448,206 Oneok 5.51% 2/16/08 335,000 334,633 b* Sempra Energy 5.24% 5/21/08 240,000 240,422 Tennessee Gas Pipeline 8.375% 6/15/32 65,000 74,495 Valero Logistics Operations 6.05% 3/15/13 350,000 354,439 ------------- 3,986,094 ------------- Real Estate - 0.33% American Real Estate 8.125% 6/1/12 265,000 273,613 BF Saul REIT 7.50% 3/1/14 280,000 288,400 Developers Diversified Realty 4.625% 8/1/10 95,000 91,227 5.25% 4/15/11 100,000 97,623 5.375% 10/15/12 440,000 428,884 ERP Operating 6.95% 3/2/11 66,000 69,835 HRPT Properties Trust 5.75% 2/15/14 170,000 166,108 Tanger Properties 9.125% 2/15/08 200,000 211,015 United Dominion Realty Trust 3.90% 3/15/10 205,000 193,597 ------------- 1,820,302 ------------- Technology - 0.54% Chartered Semiconductor Manufacturing 6.25% 4/4/13 252,000 249,727 Cisco Systems 5.50% 2/22/16 666,000 657,230 Dell 6.55% 4/15/08 150,000 153,276 Magnachip Semiconductor 8.00% 12/15/14 485,000 455,900 Motorola 4.608% 11/16/07 140,000 138,485 Sanmina-SCI 8.125% 3/1/16 85,000 86,275 (continued) 39 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Corporate Bonds (continued) - -------------------------------------------------------------------------------- Technology (continued) #Solectron 144A 8.00% 3/15/16 USD 200,000 $ 201,500 #Sunguard Data Systems 144A 10.25% 8/15/15 540,000 571,050 #Telcordia Technologies 144A 10.00% 3/15/13 535,000 492,200 ------------- 3,005,643 ------------- Transportation - 0.62% American Airlines 6.817% 5/23/11 175,000 171,938 7.379% 5/23/16 123,166 111,773 Continental Airlines 6.503% 6/15/11 390,000 393,941 b* CSX 4.99% 8/3/06 147,000 147,130 #Erac USA Finance 144A 5.30% 11/15/08 100,000 99,513 5.90% 11/15/15 375,000 374,117 7.35% 6/15/08 380,000 394,780 IH-Lines Finance Holdings 11.00% 4/1/13 391,000 326,485 #Hertz 144A 8.875% 1/1/14 140,000 145,950 10.50% 1/1/16 55,000 59,950 Horizon Lines 9.00% 11/1/12 139,000 147,688 Kansas City Southern Railway 9.50% 10/1/08 255,000 273,488 OMI 7.625% 12/1/13 370,000 380,174 Seabulk International 9.50% 8/15/13 90,000 100,350 Stena 9.625% 12/1/12 265,000 290,175 ------------- 3,417,452 ------------- Total Corporate Bonds (cost $153,344,928) 150,666,517 ------------- - -------------------------------------------------------------------------------- Foreign Agencies - 1.52% - -------------------------------------------------------------------------------- Austria - 0.23% Oesterreichesche Kontrollbank 1.80% 3/22/10 JPY 145,000,000 1,260,890 ------------- 1,260,890 ------------- Germany - 0.88% KFW 4.75% 12/7/10 GBP 368,000 641,150 6.00% 2/28/11 NZD 167,000 100,914 6.50% 11/15/11 NZD 3,918,000 2,435,543 KFW International Finance 1.75% 3/23/10 JPY 107,000,000 928,686 Rentenbank 1.375% 4/25/13 JPY 92,000,000 766,207 ------------- 4,872,500 ------------- Mexico - 0.15% #Pemex Master Trust 144A 6.625% 6/15/35 USD 440,000 425,590 Pemex Project Funding Master Trust 6.625% 6/15/35 USD 411,000 397,540 ------------- 823,130 ------------- Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Foreign Agencies (continued) - -------------------------------------------------------------------------------- Sweden - 0.21% Swedish Export Credit 10.50% 9/30/15 TRY 1,500,000 $ 1,165,861 ------------- 1,165,861 ------------- Ukraine - 0.05% Exim of Ukraine 7.75% 9/23/09 USD 270,000 274,212 ------------- 274,212 ------------- Total Foreign Agencies (cost $8,974,165) 8,396,593 ------------- - -------------------------------------------------------------------------------- Municipal Bonds - 2.56% - -------------------------------------------------------------------------------- Allentown, Pennsylvania 3.98% 10/1/11 (AMBAC) 320,000 299,782 Aruba Airport Authority Series A 7.70% 1/1/13 (MBIA) 166,000 175,079 Augusta, Georgia Water & Sewer Revenue 5.25% 10/1/39 (FSA) 260,000 275,816 California Industry Urban Development Agency Series 1A 4.50% 5/1/10 (MBIA) 195,000 188,271 California State 5.00% 2/1/33 60,000 61,461 5.00% 2/1/33 5,000 5,115 California State Economic Recovery Series A 5.25% 7/1/13 105,000 113,836 California State University Systemwide Revenue 5.00% 11/1/30 (AMBAC) 195,000 203,009 Colorado Department of Transportation Revenue Series B 5.00% 12/15/12 (FGIC) 85,000 90,506 Delaware River Port Authority Series A 7.54% 1/1/13 (FSA) 805,000 892,874 Escondido, California Revenue (Wastewater Capital Projects) Series B 5.75% 9/1/25 (MBIA) 565,000 565,153 Fairfield, California Pension Obligation Series B 5.42% 6/1/34 (AMBAC) 765,000 724,424 Forsyth, Montana Pollution Control Revenue (Portland General Project) Series A 5.20% 5/1/33 20,000 20,516 Fuller Road Management Corporation New York Lease Revenue (300MM North Facilities Project) Series A 5.21% 9/1/11 (XLCA) 1,555,000 1,532,467 Hoboken, New Jersey 6.50% 4/1/26 (MBIA) 25,000 27,470 Series B 4.26% 2/1/10 (MBIA) 325,000 312,783 Series B 5.33% 2/1/18 (MBIA) 335,000 329,097 Illinois State Taxable Pension 5.10% 6/1/33 120,000 112,507 40 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Municipal Bonds (continued) - -------------------------------------------------------------------------------- La Quinta, California Redevelopment Agency Tax Allocation Project #1 5.45% 9/1/13 (AMBAC) USD 295,000 $ 292,012 6.24% 9/1/23 (AMBAC) 230,000 238,009 Los Angeles, California Community Redevelopment Series B 5.83% 12/1/17 (FSA) 525,000 531,179 Series D 5.60% 7/1/18 (MBIA) 80,000 78,774 Manchester, New Hampshire Series C 5.375% 12/1/11 (FGIC) 110,000 110,300 Massachusetts Health & Education Facilities Authority Revenue Series A 5.00% 7/15/36 355,000 370,936 Metropolitan Washington, District of Columbia Airport Authority Series C 4.62% 10/1/10 (FGIC) 15,000 14,618 New Jersey Economic Development Authority Revenue Cigarette Tax 5.75% 6/15/29 100,000 105,299 New York State Sales Tax Asset Receivables Series A 5.25% 10/15/27 (AMBAC) 155,000 166,172 New York State Urban Development Series A-1 5.25% 3/15/34 (FGIC) 125,000 132,685 Oregon State 5.892% 6/1/27 65,000 67,216 Oregon State Local Governments 3.145% 6/1/06 (AMBAC) 325,000 324,071 Philadelphia, Pennsylvania Authority for Industrial Development Pension Funding Retirement System Series A 5.64% 4/15/06 (MBIA) 1,103,000 1,103,243 Reeves County, Texas Certificates Participation 7.25% 6/1/11 (ACA) 455,000 461,288 Sacramento County, California Public Finance Authority Revenue (Housing Tax County Project) Series B 3.82% 12/1/08 (FGIC) 65,000 62,813 5.18% 12/1/13 (FGIC) 105,000 102,439 San Diego, California Redevelopment Tax Allocation Series C 5.81% 9/1/19 (XLCA) 645,000 647,303 South Texas Detention Complex Local Development Corporation Revenue 4.92% 2/1/14 (MBIA) ,150,000 1,108,922 University Enterprises Series B 5.42% 10/1/37 (FGIC) 1,455,000 1,381,245 Waterbury, Connecticut Series B 5.43% 4/1/09 (FSA) 329,000 328,757 West Virginia Economic Development Authority 5.37% 7/1/20 (MBIA) 590,000 581,581 6.07% 7/1/26 45,000 45,610 ------------- Total Municipal Bonds (cost $14,429,611) 14,184,638 ------------- Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Asset-Backed Securities - 4.60% - -------------------------------------------------------------------------------- #ABSC NIMs Trust Series 2004-HE1 A 144A 7.00% 1/17/34 USD 1,225 $ 1,216 #Aegis Asset Backed Securities Trust 144A Series 2005-3N N1 4.75% 8/25/35 379,187 377,962 Series 2005-5N N1 4.50% 12/25/23 798,198 788,266 b* Ameriquest Mortgage Securities Series 2006-R1 A2C 5.008% 3/25/36 335,000 334,996 Capital One Auto Finance Trust Series 2003-A A4A 2.47% 1/15/10 18,719 18,385 Centex Home Equity Series 2002-A AF6 5.54% 1/25/32 58,361 58,166 Citibank Credit Card Issuance Trust Series 2002-A1 A1 4.95% 2/9/09 265,000 264,211 Series 2003-A7 A7 4.15% 7/7/17 65,000 59,479 Countrywide Asset-Backed Certificates #Series 2004-1 NIM Note 144A 6.00% 5/25/34 230 227 #Series 2004-2N N1 144A 5.00% 2/25/35 10,177 10,096 #Series 2004-BC1N Note 144A 5.50% 4/25/35 3,993 3,941 Series 2004-S1 A2 3.872% 3/25/20 230,000 225,666 b* Series 2005-7 AF2 4.367% 7/25/35 1,465,000 1,441,747 b* Series 2005-12 2A2 4.898% 2/25/36 575,000 568,451 b* Series 2006-3 2A2 4.998% 6/25/36 800,000 799,991 b* Series 2006-4 2A2 4.998% 7/25/36 935,000 935,000 Credit-Based Asset Service and Securitization Series 2004-CB4 A3 4.632% 5/25/35 694,420 690,619 Series 2005-CB8 AF1B 5.451% 12/25/35 1,055,757 1,051,038 #Drive Auto Receivables Trust Series 2005-2 A2 144A 4.12% 1/15/10 1,420,000 1,401,412 #Encore Credit Receivables NIM Trust Series 2005-4 Note 144A 4.50% 1/25/36 766,170 756,426 #First Franklin NIM Trust 144A Series 2004-FF6A Note 5.75% 7/25/34 24,964 24,966 Series 2004-FFH4 N1 4.212% 1/21/35 142,102 141,825 #GSAA Trust Series 2004-4N Note 144A 6.25% 5/25/34 27,686 27,634 Honda Automobile Receivables Owners Trust Series 2004-2 A4 3.81% 10/15/09 70,000 68,376 (continued) 41 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Asset-Backed Securities (continued) - -------------------------------------------------------------------------------- JPMorgan Mortgage Acquisition Corporation Series 2005-FRE1 A2F1 5.375% 10/25/35 USD 929,872 $ 925,506 MASTR Asset Backed Securities Series 2005-AB1 A1B 5.143% 11/25/35 1,442,276 1,434,342 #MBNA Master Credit Card Trust USA Series 2000-D C 144A 8.40% 9/15/09 110,000 113,255 b* Merrill Lynch Mortgage Investors Series 2005-NCB A1A 5.451% 7/25/36 1,185,653 1,180,989 Mid-State Trust Series 2004-1 A 6.005% 8/15/37 56,193 56,671 Series 2005-1 A 5.745% 1/15/40 301,100 295,266 MMCA Automobile Trust Series 2002-2 A4 4.30% 3/15/10 157,419 156,987 Series 2002-2 B 4.67% 3/15/10 193,158 190,670 b* Option One Mortgage Loan Trust Series 2005-4 A3 5.078% 11/25/35 685,000 686,147 Ownit Mortgage Loan Asset Backed Certificates Series 2006-1 AF1 5.424% 12/25/36 1,284,599 1,277,543 Series 2006-2 A2B 5.633% 1/25/37 170,000 170,000 #Park Place Securities NIM Trust 144A Series 2004-MCW1 A 4.458% 9/25/34 20,507 20,486 Series 2004-WCW1 A 4.25% 9/25/35 587,991 585,234 Series 2004-WHQ1 D 7.384% 9/25/34 315,656 316,360 Series 2004-WHQ2 A 4.00% 2/25/35 46,438 46,277 Series 2005-WCH1 A 4.00% 2/25/35 119,731 119,373 Renaissance Home Equity Loan Trust Series 2004-4 AF2 3.856% 2/25/35 225,000 223,195 Series 2005-4 A2 5.399% 2/25/36 235,000 233,639 Series 2005-4 A3 5.565% 2/25/36 150,000 148,938 b* Residential Asset Mortgage Products Series 2004-RZ2 AI3 4.30% 1/25/31 125,000 123,368 Residential Asset Securities Series 2000-KS5 AI6 7.175% 12/25/31 61,204 61,090 b* Series 2006-KS3 AI3 4.992% 4/25/36 940,000 940,000 b* Residential Funding Mortgage Securities II Series 2005-HI2 A1 4.958% 5/25/35 477,221 477,272 #Sail NIM Notes Series 2004-4A A 144A 5.00% 4/27/34 3,215 3,211 #Securitized Asset Backed NIM Trust Series 2005-FR4 144A 6.00% 1/25/36 1,383,282 1,373,515 Structured Asset Securities Series 2001-SB1 A2 3.375% 8/25/31 145,321 131,557 b* Series 2005-NC1 A7 5.048% 2/25/35 105,539 105,632 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Asset-Backed Securities (continue) - -------------------------------------------------------------------------------- Terwin Mortgage Trust Series 2005-14HE AF2 4.849% 7/25/36 USD 2,022,000 $ 1,973,724 Vanderbilt Mortgage Finance Series 2001-A A4 7.235% 6/7/28 223,743 233,182 WFS Financial Owner Trust Series 2002-2 A4 4.50% 2/20/10 52,629 52,650 Series 2005-1 D 4.09% 8/17/12 649,098 637,111 Whole Auto Loan Trust Series 2003-1 B 2.24% 3/15/10 1,150,008 1,135,355 ------------- Total Non-Agency Asset-Backed Securities (cost $25,409,961) 25,478,641 ------------- - -------------------------------------------------------------------------------- Non-Agency Collateralized Mortgage Obligations - 18.46% - -------------------------------------------------------------------------------- ABN Amro Mortgage Series 2003-4 A5 4.75% 3/25/33 771,402 762,823 b* Adjustable Rate Mortgage Trust Series 2005-10 3A31 5.435% 1/25/36 1,145,000 1,123,540 b* American Home Mortgage Investment Trust Series 2004-2 4A2 3.635% 2/25/44 136,721 136,484 Balta 2006-3 A3 6.202% 5/25/36 635,000 638,772 Bank of America Alternative Loan Trust Series 2003-10 2A1 6.00% 12/25/33 23,703 23,584 Series 2004-2 1A1 6.00% 3/25/34 74,510 74,138 Series 2004-10 1CB1 6.00% 11/25/34 272,015 270,633 Series 2005-3 2A1 5.50% 4/25/20 187,149 185,219 Series 2005-5 2CB1 6.00% 6/25/35 435,567 433,253 Series 2005-6 7A1 5.50% 7/25/20 563,675 557,510 Series 2005-9 5A1 5.50% 10/25/20 515,402 509,443 Bank of America Mortgage Securities Series 2003-2 1A11 5.50% 4/25/33 1,245,000 1,233,303 b* Series 2003-I 2A4 3.828% 10/25/33 3,693 3,660 b* Series 2003-J 2A8 4.199% 11/25/33 1,150,000 1,119,707 Series 2004-3 1A2O 4.25% 4/25/34 659,552 650,525 b* Series 2004-G 2A6 4.657% 8/25/34 1,165,000 1,139,898 Series 2005-9 2A1 4.75% 10/25/20 555,933 536,237 b* Series 2005-A 1A1 4.054% 2/25/35 144,764 142,050 b* Series 2005-E 2A1 4.978% 6/25/35 257,056 252,343 Bear Stearns Adjustable Rate Mortgage Trust Series 2005-4 2A3 4.45% 8/25/35 770,000 743,253 Series 2005-7 1A2 4.75% 8/25/35 193,508 188,037 Series 2006-1 1A1 4.625% 2/25/36 3,375,471 3,303,478 Bear Stearns Asset Backed Securities Series 2005-AC8 A5 5.50% 11/25/35 624,859 617,620 Cendant Mortgage Trust Series 2003-1 A6 5.50% 2/25/33 40,518 40,263 Series 2004-1 A3 5.50% 2/25/34 807,533 803,253 Chase Mortgage Finance Series 2003-S8 A2 5.00% 9/25/18 919,166 890,023 Series 2004-S3 2A1 5.25% 3/25/34 660,741 654,358 b* Series 2005-A1 3A1 5.279% 12/25/35 970,760 954,345 42 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Collateralized Mortgage Obligations (continued) - -------------------------------------------------------------------------------- Citicorp Mortgage Securities Series 2003-3 A4 5.50% 3/25/33 USD 203,409 $ 202,615 Series 2004-1 1A1 5.25% 1/25/34 1,949,406 1,928,726 Series 2004-8 1A1 5.50% 10/25/34 876,998 864,908 Citigroup Mortgage Loan Trust Series 2004-NCM1 1A2 6.50% 7/25/34 1,435,998 1,460,679 Series 2004-NCM2 1CB2 6.75% 8/25/34 291,088 296,819 Countrywide Alternative Loan Trust Series 2002-11 A4 6.25% 10/25/32 803,928 803,649 Series 2003-21T1 A2 5.25% 12/25/33 1,165,016 1,151,222 Series 2004-1T1 A2 5.50% 2/25/34 1,410,782 1,402,265 Series 2004-14T2 A6 5.50% 8/25/34 1,177,731 1,157,433 Series 2004-28CB 6A1 6.00% 1/25/35 774,300 770,087 Series 2004-35T2 A1 6.00% 2/25/35 668,487 668,714 Series 2004-J1 1A1 6.00% 2/25/34 40,320 40,102 Series 2004-J2 7A1 6.00% 12/25/33 71,021 70,266 b* Series 2004-J7 1A2 4.673% 8/25/34 146,555 145,182 b* Series 2005-43 4A3 5.761% 10/25/35 764,795 759,543 b* Series 2005-63 3A1 5.906% 11/25/35 632,731 633,327 Series 2006-2CB A3 5.50% 3/25/36 467,997 464,994 tCountrywide Home Loan Mortgage Pass Through Trust Series 2003-21 A1 4.089% 5/25/33 20,500 20,147 Series 2005-29 A1 5.75% 12/25/35 1,961,066 1,924,612 Series 2006-1 A2 6.00% 3/25/36 488,118 481,389 Series 2006-HYB3 3A1 6.148% 5/25/36 580,000 583,852 Credit Suisse First Boston Mortgage Securities Series 2003-17 4A1 5.50% 6/25/33 936,089 930,659 Series 2003-29 5A1 7.00% 12/25/33 24,552 24,897 b* Series 2003-AR22 2A3 4.107% 9/25/33 89,205 88,751 Series 2004-1 3A1 7.00% 2/25/34 11,475 11,614 First Horizon Alternative Mortgage Securities Series 2004-FA1 1A1 6.25% 10/25/34 760,149 762,348 b* First Horizon Asset Securities Series 2004-AR5 4A1 5.673% 10/25/34 91,502 90,643 Series 2005-AR2 2A1 5.133% 6/25/35 1,035,573 1,021,384 General Motors Acceptance Corporation Mortgage Loan Trust b* Series 2005-AR2 A4 5.195% 5/25/35 504,967 490,060 Series 2006-J1 A1 5.75% 4/25/36 2,045,000 2,038,865 #GSMPS Mortgage Loan Trust 144A Series 1998-3 A 7.75% 9/19/27 39,565 41,197 Series 1999-3 A 8.00% 8/19/29 64,918 68,022 Series 2005-RP1 1A3 8.00% 1/25/35 550,110 578,396 Series 2005-RP1 1A4 8.50% 1/25/35 267,720 289,566 Series 2006-RP1 7.50% 1/25/36 620,524 653,871 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Collateralized Mortgage Obligations (continued) - -------------------------------------------------------------------------------- GSR Mortgage Loan Trust Series 2005-AR6 4A5 4.554% 9/25/35 USD 1,200,000 $ 1,157,460 b* Series 2006-AR1 2A4 5.201% 1/25/36 2,215,000 2,183,280 b* Indymac Index Mortgage Loan Trust Series 2005-AR25 1A21 5.906% 10/25/35 592,928 593,303 Series 2006-AR2 1A1A 5.038% 4/25/46 732,088 732,088 Series 2006-AR7 5A1 6.166% 5/25/36 415,000 417,465 b* JPMorgan Mortgage Trust Series 2005-A2 2A1 4.711% 4/25/35 331,403 328,917 Series 2005-A6 1A2 5.153% 9/25/35 605,000 589,784 Series 2005-A8 2A1 4.961% 11/25/35 1,018,432 1,006,961 Series 2006-A2 2A4 5.773% 4/25/36 2,025,000 2,018,520 Lehman Mortgage Trust Series 2005-2 2A3 5.50% 12/25/35 518,003 515,581 b* MASTR Adjustable Rate Mortgages Trust Series 2003-6 1A2 2.887% 12/25/33 7,934 7,901 MASTR Alternative Loans Trust Series 2003-6 3A1 8.00% 9/25/33 27,129 27,541 Series 2003-9 1A1 5.50% 12/25/18 21,231 20,999 Series 2004-3 2A1 6.25% 4/25/34 561,732 562,786 Series 2004-3 8A1 7.00% 4/25/34 53,307 53,345 Series 2004-5 3A1 6.50% 6/25/34 49,270 49,870 Series 2004-5 6A1 7.00% 6/25/34 379,001 382,576 Series 2005-3 7A1 6.00% 4/25/35 252,783 251,387 MASTR Asset Securitization Trust Series 2003-6 8A1 5.50% 7/25/33 138,435 134,152 Series 2003-9 2A7 5.50% 10/25/33 616,386 596,161 Series 2003-11 6A12 4.75% 12/25/33 370,000 363,266 Series 2004-4 2A1 5.00% 4/25/34 1,243,240 1,222,350 #MASTR Reperforming Loan Trust 144A Series 2005-1 1A5 8.00% 8/25/34 227,404 238,661 Series 2005-2 1A4 8.00% 5/25/35 750,866 788,879 #MASTR Specialized Loan Trust Series 2005-2 A2 144A 5.15% 7/25/35 457,131 448,132 b* Merrill Lynch Mortgage Investors Series 2005-A5 A9 4.886% 6/25/35 608,383 597,440 Series 2005-A9 2A1C 5.183% 12/25/35 2,435,000 2,381,804 b* MLCC Mortgage Investors Series 2005-1 1A 4.738% 4/25/35 435,827 432,694 Morgan Stanley Mortgage Loan Trust Series 2006-2 6A 6.50% 2/25/36 268,745 272,945 Nomura Asset Acceptance Series 2005-WF1 2A2 4.786% 3/25/35 475,000 464,686 #Novastar NIM Trust Series 2005-N1 144A 4.777% 10/26/35 392,198 390,468 (continued) 43 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Collateralized Mortgage Obligations (continued) - -------------------------------------------------------------------------------- Prime Mortgage Trust Series 2004-CL1 1A1 6.00% 2/25/34 USD 62,900 $ 62,232 Residential Accredit Loans Series 2002-QS17 CB1 6.00% 11/25/32 1,124,631 1,119,359 Series 2004-QS2 CB 5.75% 2/25/34 177,736 174,959 Residential Asset Mortgage Products Series 2004-SL1 A3 7.00% 11/25/31 28,857 29,332 Series 2004-SL4 A3 6.50% 7/25/32 137,860 139,848 Series 2005-SL1 A2 6.00% 5/25/32 297,038 300,425 b* Structured Adjustable Rate Mortgage Loan Trust Series 2004-18 5A 5.50% 12/25/34 125,334 123,259 Series 2005-18 1A1 5.711% 9/25/35 983,507 974,793 Series 2005-18 6A1 5.328% 9/25/35 1,104,932 1,090,914 Series 2005-18 9A1 5.25% 9/25/35 915,280 905,991 Series 2005-21 6A3 5.40% 11/25/35 1,065,000 1,040,705 Series 2005-3XS A2 5.068% 1/25/35 638,825 639,216 Series 2006-1 7A4 5.62% 2/25/36 1,305,000 1,260,548 Structured Asset Securities b* Series 2002-22H 1A 6.983% 11/25/32 21,480 21,736 Series 2004-5H A2 4.43% 12/25/33 485,479 479,729 Series 2004-12H 1A 6.00% 5/25/34 203,926 202,014 Series 2005-6 4A1 5.00% 5/25/35 706,410 669,544 b* Thornburg Mortgage Securities Trust 2005-3 A1 5.048% 10/25/35 551,678 552,391 Washington Mutual Series 2002-S8 2A1 4.50% 1/25/18 119,865 118,932 b* Series 2003-AR9 1A7 4.032% 9/25/33 158,660 154,860 b* Series 2003-AR10 A6 4.035% 10/25/33 955,000 926,628 b* Series 2003-AR11 A6 3.985% 10/25/33 1,410,000 1,362,404 b* Series 2004-AR4 A6 3.803% 6/25/34 1,180,000 1,123,264 b* Series 2004-AR5 A6 3.849% 6/25/34 555,000 530,375 b* Series 2004-AR9 A7 4.172% 8/25/34 701,000 674,543 Series 2004-CB2 4A 6.50% 8/25/34 189,226 192,478 Series 2004-CB3 1A 6.00% 10/25/34 256,295 253,301 Series 2004-CB3 4A 6.00% 10/25/19 142,053 143,518 b* Series 2005-AR12 1A6 4.843% 9/25/35 2,075,000 2,015,770 b* Series 2005-AR14 1A1 5.08% 12/25/35 1,084,032 1,072,677 b* Series 2005-AR16 1A3 5.121% 12/25/35 1,225,000 1,192,465 b* Series 2005-AR18 1A3A 5.279% 1/25/36 2,200,000 2,169,922 b* Series 2006-AR2 1A1 5.332% 2/28/36 1,978,447 1,979,606 tWashington Mutual Alternative Mortgage Pass Through Certificates Series 2005-1 5A2 6.00% 3/25/35 142,815 139,746 Series 2005-1 6A2 6.50% 3/25/35 33,754 33,924 Series 2005-9 3CB 5.50% 10/25/20 568,923 562,245 Series 2006-2 2CB 6.50% 3/25/36 393,055 395,214 Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Non-Agency Collateralized Mortgage Obligations (continued) - -------------------------------------------------------------------------------- Wells Fargo Mortgage Backed Securities Trust b* Series 2004-I 1A1 3.387% 7/25/34 USD 250,922 $ 251,984 b* Series 2004-T A1 3.452% 9/25/34 348,527 348,163 Series 2005-12 1A7 5.50% 11/25/35 682,763 654,386 Series 2005-17 1A1 5.50% 1/25/36 579,558 558,550 Series 2005-17 1A2 5.50% 1/25/36 535,355 516,283 b* Series 2005-AR10 2A14 4.109% 4/25/09 1,365,000 1,318,215 b* Series 2005-AR10 2A15 4.109% 6/25/35 2,080,000 2,008,709 b* Series 2005-AR10 2A17 3.499% 6/25/35 830,000 789,178 b* Series 2005-AR16 2A1 4.946% 10/25/35 742,047 734,253 b* Series 2005-AR16 4A1 4.993% 10/25/35 1,006,668 996,823 b* Series 2005-AR16 4A2 4.993% 10/25/35 1,610,000 1,570,278 Series 2006-1 A3 5.00% 3/25/21 749,735 724,900 Series 2006-2 3A1 5.75% 3/25/36 602,932 593,046 b* Series 2006-AR2 2A5 5.094% 2/28/36 4,388,586 4,320,013 b* Series 2006-AR4 1A1 5.87% 4/25/36 860,000 857,093 b* Series 2006-AR4 2A1 5.798% 4/25/36 580,000 575,331 b* Series 2006-AR5 2A1 5.552% 4/25/36 375,000 372,979 ------------- Total Non-Agency Collateralized Mortgage Obligations (cost $103,360,353) 102,159,009 ------------- - -------------------------------------------------------------------------------- Regional Agency - 0.13% - -------------------------------------------------------------------------------- Australia - 0.13% Queensland Treasury 6.00% 8/14/13 AUD 301,000 221,588 6.00% 10/14/15 AUD 645,000 477,564 ------------- Total Regional Agency (cost $738,610) 699,152 ------------- 44 (continued) Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Regional Authority - 0.87% - -------------------------------------------------------------------------------- Canada - 0.86% Hydro Quebec 9.40% 2/1/21 USD 35,000 $ 48,590 Ontario Province 1.875% 1/25/10 JPY 144,000,000 1,256,304 4.50% 3/8/15 CAD 224,000 191,453 6.25% 6/16/15 NZD 4,395,000 2,694,050 Quebec Province 6.75% 11/9/15 NZD 510,000 319,693 Saskatchewan Province 5.00% 3/5/37 CAD 360,000 321,792 ------------- Total Regional Authority (cost $5,119,329) 4,831,882 ------------- - -------------------------------------------------------------------------------- GSenior Secured Loan - 0.97% - -------------------------------------------------------------------------------- AWAS Capital Tranche A 6.75% 3/21/13 USD 400,000 400,000 Tranche B 11.00% 3/21/13 300,000 303,000 Georgia Pacific Loan B 6.561% 12/20/12 1,200,000 1,212,000 Loan C 7.561% 12/23/13 800,000 818,000 Healthsouth 8.15% 3/10/13 1,500,000 1,513,124 United Airlines Bank Loan Tranche B 8.125% 2/1/12 62,500 63,438 8.625% 2/1/12 1,027,500 1,042,913 ------------- Total Senior Secured Loan (cost $5,314,203) 5,352,475 ------------- - -------------------------------------------------------------------------------- Sovereign Agencies - 0.23% - -------------------------------------------------------------------------------- Canada - 0.14% Canada Housing Trust No. 1 3.75% 3/15/10 CAD 920,000 774,113 ------------- 774,113 ------------- Japan - 0.09% Development Bank of Japan 1.70% 9/20/22 JPY 65,000,000 526,011 ------------- 526,011 ------------- Total Sovereign Agencies (cost $1,346,798) 1,300,124 ------------- - -------------------------------------------------------------------------------- Sovereign Debt - 7.58% - -------------------------------------------------------------------------------- Argentina - 0.12% Republic of Argentina H1.33% 12/31/38 USD 1,691,000 647,484 b* 4.889% 8/3/12 USD 750 617 ------------- 648,101 ------------- Austria - 0.54% Republic of Austria 5.25% 1/4/11 EUR 1,247,000 1,619,754 9.00% 9/15/06 ISK 99,500,000 1,374,081 ------------- 2,993,835 ------------- Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Sovereign Debt (continued) - -------------------------------------------------------------------------------- Brazil - 1.39% Federal Republic of Brazil 6.00% 8/15/10 BRL 8,744,177 $ 3,561,403 8.00% 1/15/18 USD 508,000 551,688 8.75% 2/4/25 USD 834,000 957,015 12.25% 3/6/30 USD 743,000 1,133,075 12.50% 1/5/16 BRL 3,149,000 1,468,953 ------------- 7,672,134 ------------- Colombia - 0.13% Republic of Colombia 8.375% 2/15/27 USD 387,000 446,985 10.50% 7/9/10 USD 220,000 257,290 ------------- 704,275 ------------- Dominican Republic - 0.11% Dominican Republic 9.04% 1/23/18 USD 147,196 160,297 #Dominican Republic 144A 8.625% 4/20/27 USD 423,000 436,747 ------------- 597,044 ------------- France - 0.47% France Government O.A.T. 3.50% 4/25/15 EUR 533,000 631,733 French Treasury Note 2.75% 3/12/08 EUR 1,640,000 1,966,669 ------------- 2,598,402 ------------- Germany - 0.99% Deutschland Republic 3.50% 1/4/16 EUR 544,000 644,879 4.00% 1/4/37 EUR 423,000 512,966 4.75% 7/4/08 EUR 1,616,000 2,017,498 6.25% 1/4/24 EUR 824,000 1,285,526 6.50% 7/4/27 EUR 622,000 1,020,566 ------------- 5,481,435 ------------- Indonesia - 0.08% #Republic of Indonesia 144A 6.875% 3/9/17 USD 424,000 418,700 ------------- 418,700 ------------- Mexico - 0.53% Mexican Bonos 9.00% 12/20/12 MXN 9,251,000 877,375 Mexican United States 8.30% 8/15/31 USD 1,691,000 2,047,801 ------------- 2,925,176 ------------- Netherlands - 0.37% Netherlands Government 5.75% 2/15/07 EUR 1,635,000 2,025,951 ------------- 2,025,951 ------------- Norway - 0.37% Norwegian Government 5.00% 5/15/15 NOK 6,290,000 1,039,101 6.00% 5/16/11 NOK 6,025,000 1,012,335 ------------- 2,051,436 ------------- (continued) 45 Statements of net assets Optimum Fixed Income Fund Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Sovereign Debt (continued) - -------------------------------------------------------------------------------- Panama - 0.15% Republic of Panama 7.125% 1/29/26 USD 504,000 $ 516,600 8.125% 4/28/34 USD 255,000 288,788 ------------- 805,388 ------------- Philippines - 0.28% Republic of Phillippines 7.75% 1/14/31 USD 960,000 972,000 #Republic of Philippines 144A 8.75% 10/7/16 USD 500,000 560,625 ------------- 1,532,625 ------------- Poland - 0.11% Poland Government 6.00% 11/24/10 PLN 1,956,000 633,635 ------------- 633,635 ------------- Portugal - 0.14% Portuguese Government 3.20% 4/15/11 EUR 668,000 794,233 ------------- 794,233 ------------- Russia - 0.00% @#Russian Paris Club Participation Note 144A 2.375% 8/20/20 JPY 853,237 7,250 ------------- 7,250 ------------- South Africa - 0.18% Republic of South Africa 13.00% 8/31/10 ZAR 2,625,000 515,634 13.50% 9/15/15 ZAR 2,145,000 487,145 ------------- 1,002,779 ------------- Sweden - 0.35% Sweden Government 3.50% 12/1/15 SEK 2,055,000 332,953 5.00% 12/1/20 SEK 3,230,000 475,809 5.25% 3/15/11 SEK 8,195,000 1,137,210 ------------- 1,945,972 ------------- Turkey - 0.31% Republic of Turkey 7.25% 3/15/15 USD 691,000 722,959 8.00% 2/14/34 USD 439,000 485,095 11.50% 1/23/12 USD 425,000 533,375 ------------- 1,741,429 ------------- United Kingdom - 0.58% U.K. Treasury 4.75% 9/7/15 GBP 1,397,000 2,492,751 9.00% 7/12/11 GBP 341,000 718,155 ------------- 3,210,906 ------------- Uruguay - 0.06% Republic of Uruguay 7.625% 3/21/36 USD 338,000 339,690 ------------- 339,690 ------------- Principal Market Amount * Value (U.S.$) - -------------------------------------------------------------------------------- Sovereign Debt (continued) - -------------------------------------------------------------------------------- Venezuela - 0.32% Venezuela Government 5.75% 2/26/16 USD 1,060,000 $ 982,567 6.00% 12/9/20 USD 882,000 813,204 ------------- 1,795,771 ------------- Total Sovereign Debt (cost $42,875,376) 41,926,167 ------------- - -------------------------------------------------------------------------------- Supranational Banks - 1.04% - -------------------------------------------------------------------------------- Asia Development Bank 0.50% 10/9/12 AUD 457,000 235,931 European Investment Bank 1.40% 6/20/17 JPY 95,100,000 770,897 4.00% 10/15/37 EUR 812,000 953,894 4.25% 12/7/10 GBP 376,000 641,670 4.375% 7/8/15 GBP 369,000 628,223 Inter-American Development Bank 1.90% 7/8/09 JPY 131,000,000 1,143,446 ^International Bank for Reconstruction & Development 6.888% 8/20/07 NZD 2,435,000 1,369,666 ------------- Total Supranational Banks (cost $6,051,520) 5,743,727 ------------- - -------------------------------------------------------------------------------- U.S. Treasury Obligations - 9.33% - -------------------------------------------------------------------------------- U.S. Treasury Bonds 4.50% 2/15/36 USD 3,850,000 3,613,587 5.375% 2/15/31 545,000 573,868 6.00% 2/15/26 9,973,000 11,130,805 6.25% 8/15/23 155,000 175,840 U.S. Treasury Inflation Index Notes 0.875% 4/15/10 94,184 89,240 1.875% 7/15/15 163,078 156,887 2.00% 1/15/16 84,903 82,386 2.00% 1/15/26 184,789 175,174 ~ 3.00% 7/15/12 2,034,334 2,120,555 3.875% 1/15/09 948,947 993,800 U.S. Treasury Notes 2.875% 11/30/06 922,000 910,403 4.50% 11/15/10 17,659,000 17,427,244 4.50% 2/15/16 3,845,000 3,740,766 5.00% 8/15/11 8,922,000 9,003,208 ^U.S. Treasury Strip 4.199% 11/15/13 2,065,000 1,425,015 ------------- Total U.S. Treasury Obligations (cost $52,718,718) 51,618,778 ------------- - -------------------------------------------------------------------------------- Convertible Bonds - 0.01% - -------------------------------------------------------------------------------- #Charter Communications 144A 5.875% 11/16/09 65,000 44,281 ------------- Total Convertible Bonds (cost $63,444) 44,281 ------------- 46 (continued) Statements of net assets Optimum Fixed Income Fund Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock - 0.04% - -------------------------------------------------------------------------------- B&G Foods 3,400 $ 49,028 + Foster Wheeler 1,044 49,392 + Mirant 5,254 131,350 ------------- Total Common Stock (cost $166,937) 229,770 ------------- - -------------------------------------------------------------------------------- Preferred Stock - 0.08% - -------------------------------------------------------------------------------- Arch Capital Group 8.00% 5,809 149,401 Axis Capital 7.50% 2,065 207,726 Nexen 7.35% 3,225 85,301 ------------- Total Preferred Stock (cost $438,380) 442,428 ------------- - -------------------------------------------------------------------------------- Currency Options Purchased - 0.00% - -------------------------------------------------------------------------------- Put USD 2,034,000, Call JPY 233,740,000, expiration date 6/2/06 2,848 ------------- Total Currency Options Purchased (cost $11,797) 2,848 ------------- - -------------------------------------------------------------------------------- Warrant - 0.10% - -------------------------------------------------------------------------------- + Argentina GDP Linked Security, expiration date 12/15/35 6,329,000 564,863 ------------- Total Warrant (cost $479,290) 564,863 ------------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 3.66% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $10,119,751, collateralized by $10,422,000 U.S. Treasury Bills due 4/20/06, market value $10,399,635) USD 10,116,000 10,116,000 With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $4,871,818, collateralized by $1,369,000 U.S. Treasury Bills due 6/22/06, market value $1,355,652, $1,579,000 U.S. Treasury Bills due 7/20/06, market value $1,558,386, $1,316,000 U.S. Treasury Bills due 8/17/06, market value $1,293,574 and $765,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $762,114) 4,870,000 4,870,000 With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $5,265,965 collateralized by $5,499,000 U.S. Treasury Bills due 9/28/06, market value $5,373,507) 5,264,000 5,264,000 ------------- Total Repurchase Agreements (cost $20,250,000) 20,250,000 ------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total Market Value of Securities - 101.69% (cost $572,901,745) $562,842,262 Liabilities Net of Receivables and Other Assets (1.69%) (9,376,036) ------------- Net Assets Applicable to 63,352,144 Shares Outstanding - 100.00% $553,466,226 ------------- Net Asset Value - Optimum Fixed Income Fund Class A ($47,955,918 / 5,489,487 Shares) $8.74 ------------- Net Asset Value - Optimum Fixed Income Fund Class B ($9,277,897 / 1,061,275 Shares) $8.74 ------------- Net Asset Value - Optimum Fixed Income Fund Class C ($186,869,151 / 21,367,963 Shares) $8.75 ------------- Net Asset Value - Optimum Fixed Income Fund Institutional Class ($309,363,260 / 35,433,419) $8.73 ------------- Components of Net Assets at March 31, 2006: Shares of beneficial interest (unlimited authorization - no par) $564,292,554 Undistributed net investment income 3,066,548 Accumulated net realized loss on investments (3,969,075) Net unrealized depreciation of investments and foreign currencies (9,923,801) ------------- Total net assets $553,466,226 ------------- * Principal amount shown is stated in the currency in which each security is denominated. AUD - Australian Dollar BRL - Brazilian Real CAD - Canadian Dollar EUR - European Monetary Unit GBP - British Pound Sterling ISK - Iceland Kronor JPY - Japanese Yen MXN - Mexican Peso NOK - Norwegian Kroner NZD - New Zealand Dollar PLN - Polish Zlotych SEK - Swedish Kronor TRY - Turkish Lira USD - U.S. Dollar ZAR - South African Rand (continued) 47 Statements of net assets Optimum Fixed Income Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- + Non-income producing security for the year ended March 31, 2006. // Non-income producing security. Security is currently in default. b* Variable rate security. The interest rate shown is the rate as of March 31, 2006. I 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. H Step coupon bond. Coupon increases periodically based on a predetermined schedule. Stated interest rate in effect at March 31, 2006. J Security is currently in default. The issue has missed the maturity date. Bankruptcy proceedings are in process to determine distribution of assets. The date listed is the estimate of when proceedings will be finalized. # Security exempt from registration under Rule 144A of the Securities Act of 1933. At March 31, 2006, the aggregate amount of Rule 144A securities equals $48,453,362, which represented 8.75% of the Funds net assets. See Note 9 in "Notes to Financial Statements." ~ Fully or partially pledged as collateral for financial futures contracts. = Security is being fair valued in accordance with the Funds fair valuation policy. At March 31, 2006, the aggregate amount of fair valued securities equals $252,047, which represented 0.05% of the Funds net assets. See Note 1 in "Notes to Financial Statements." @ Illiquid security. At March 31, 2006, the aggregate amount of illiquid securities equals $828,262, which represented 0.15% of the Funds net assets. See Note 9 in "Notes to Financial Statements." t Pass Through Agreement. Security represents the contractual right to receive a proportionate amount of underlying payments due to the counterparty pursuant to various agreements related to the rescheduling of obligations and the exchange of certain notes. G Senior Secured Loans in which the Fund invests generally pay interest at rates which are periodically redetermined by reference to a base lending rate plus a premium. These base lending rates are generally (i) the prime rate offered by one or more United States banks, (ii) the lending rate offered by one or more European banks such as the London Inter-Bank Offered Rate (LIBOR) and (iii) the certificate of deposit rate. Senior Secured Loans may be subject to restrictions on resale. ^ Zero coupon security. The interest rate shown is the yield at the time of purchase. Summary of Abbreviations: ACA - Insured by American Capital Access AMBAC - Insured by the AMBAC Assurance Corporation ARM - Adjustable Rate Mortgage CPN - Interest Coupon Only FGIC - Insured by the Financial Guaranty Insurance Company FSA - Insured by Financial Security Assurance GNMA - Government National Mortgage Association GSMPS - Goldman Sachs Reperforming Mortgage Securities MBIA - Insured by the Municipal Bond Insurance Association NIM - Net Interest Margin O.A.T - Obligation Assimilable au Tresor (Treasury Security) PRN - Principal Only REIT - Real Estate Investment Trust S.F. - Single Family 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) $8.74 Sales charge (4.50% of offering price) (B) 0.41 ------------- Offering price $9.15 ============= (A) Net asset value per share, as illustrated, is the amount which would be paid upon redemption or repurchase of shares. (B) See the current prospectus for purchases of $100,000 or more. The following foreign currency exchange contracts and futures contracts were outstanding at March 31, 2006: Foreign Currency Exchange Contracts(1) In Unrealized Contracts to Exchange Settlement Appreciation Receive (Deliver) For Date (Depreciation) (447,800) AUD EUR 268,218 4/6/06 $ 4,534 (447,800) AUD JPY 37,891,493 4/6/06 1,577 (3,470,745)EUR JPY 489,196,026 4/24/06 (40,658) 260,488 EUR PLN (1,018,000) 4/24/06 1,364 279,667 EUR PLN (1,090,214) 4/24/06 2,312 643,439 EUR GBP (446,000) 4/24/06 5,760 770,743 EUR GBP (535,000) 4/24/06 5,580 827,256 EUR SEK (7,741,000) 4/24/06 8,215 1,230,208 EUR NOK (9,790,000) 4/24/06 (3,056) (1,018,000) GBP USD 1,778,924 4/24/06 9,829 (108,430,470) ISK USD 1,579,928 9/15/06 105,489 10,843,520 JPY NZD (149,700) 4/24/06 461 45,413,270 JPY EUR (322,000) 4/24/06 (3,534) 144,583,754 JPY NZD (1,998,000) 4/24/06 4,943 157,457,419 JPY CAD (1,542,600) 4/6/06 17,374 (12,826,674) NZD USD 7,993,583 4/24/06 111,038 (817,000) TRY USD 601,354 4/10/06 (5,168) (6,309,000) ZAR USD 1,009,392 4/6/06 (13,603) -------- $212,457 ======== 48 (continued) Statements of net assets Optimum Fixed Income Fund Futures Contracts(2) Notional Unrealized Contracts to Cost Notional Expiration Appreciation to Buy (Sell) (Proceeds) Value Date (Depreciation) - ------------ ---------- -------- ---------- -------------- (30) Euro-Bund Future USD(4,262,892) USD(4,259,598) 6/30/06 $ 3,294 (4) U.S. Treasury 5 year Notes (419,843) (417,750) 6/30/06 2,093 (72) U.S. Treasury 10 year Notes (7,730,143) (7,660,125) 6/30/06 70,018 26 U.S. Treasury long Bond 2,897,177 2,838,063 6/30/06 (59,114) -------- $ 16,291 ======== The use of futures contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional amounts presented above represent the Funds total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Funds net assets. Swap Agreements(3) Notional Expiration Unrealized Amount Date Description Depreciation - -------- ---------- ----------- ------------ $5,025,000 5/1/06 Agreement with Goldman Sachs to receive $(66,120) the notional amount multiplied by the return on the Lehman Brothers Commercial MBS Index AAA and to pay the notional amount multiplied by the 3 month BBA LIBOR adjusted by a spread of plus 0.07%. Because there is no organized market for these swap agreements, the value of open swaps may differ from that which would be realized in the event the Fund terminated its position in the agreement. Risks of entering into these agreements include the potential inability of the counterparty to meet the terms of the agreements. This type of risk is generally limited to the amount of favorable movements in the value of the underlying security, instrument, or basket of instruments, if any, at the day of default. Risks also arise from potential losses from adverse market movements and such losses could exceed the related unrealized amounts shown above. (1)See Note 6 in "Notes to Financial Statements." (2)See Note 7 in "Notes to Financial Statements." (3)See Note 8 in "Notes to Financial Statements." See accompanying notes 49 Statements of net assets Optimum International Fund March 31, 2006 Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock - 97.50% x - -------------------------------------------------------------------------------- Australia - 5.28% Amcor 234,104 $ 1,239,982 Coles Myer 183,546 1,403,948 Fosters Group 532,455 2,022,772 Macquarie Airports 70,000 168,603 National Australia Bank 109,340 2,944,140 Promina Group 39,700 155,253 Telstra 573,620 1,533,361 Wesfarmers 34,238 853,824 ------------- 10,321,883 ------------- Austria - 0.52% OMV 3,100 207,300 Voestalpine 5,800 810,885 ------------- 1,018,185 ------------- Belgium - 1.45% Fortis Group 61,789 2,199,073 KBC Groep 6,000 642,823 ------------- 2,841,896 ------------- Brazil - 0.93% Braskem Preferred Class A 13,500 100,138 Gerdau ADR 9,700 218,444 Petroleo Brasiliero ADR 12,117 1,050,181 Unibanco ADR 2,800 206,948 Usinas Siderurgicas de Minas Gerais Preferred Class A 6,300 233,220 ------------- 1,808,931 ------------- Canada - 2.11% Canadian Natural Resources 20,200 1,122,799 + Celestica 18,900 215,773 EnCana 7,100 331,406 Metro Class A 15,600 397,482 Nexen 13,200 726,927 Royal Bank of Canada 5,200 219,250 Teck Cominco Class B 10,800 695,026 TELUS 10,800 417,811 ------------- 4,126,474 ------------- China - 0.17% China Petroleum & Chemical 280,000 163,419 PetroChina 170,000 178,237 ------------- 341,656 ------------- Finland - 1.19% Sampo Oyj Class A 29,900 628,981 UPM-Kymmene 71,800 1,692,716 ------------- 2,321,697 ------------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- France - 9.56% Assurances Generales de France 11,700 $ 1,409,632 BNP Paribas 11,440 1,058,692 Cie de Saint-Gobain 30,728 2,141,177 Credit Agricole 26,490 1,026,611 Renault 18,200 1,928,607 Sanofi-Aventis 17,098 1,621,302 Societe Generale 27,681 4,147,645 Suez 4,600 180,772 + Suez Strip 9,260 112 Total 19,618 5,171,743 ------------- 18,686,293 ------------- Germany - 6.69% Allianz 5,000 833,918 Bayer 49,699 1,991,524 Continental 13,693 1,509,070 E.ON 13,700 1,505,583 +Epcos 13,300 175,947 MAN 13,100 910,482 Muenchener Rueckversicherungs 10,000 1,415,489 RWE 47,619 4,138,845 TUI 30,200 591,503 ------------- 13,072,361 ------------- Hong Kong - 1.62% Hong Kong Electric Holdings 312,500 1,470,494 Kerry Properties 55,500 202,954 Orient Overseas International 48,000 162,055 Sino Land 147,900 211,989 Wharf Holdings 307,000 1,125,748 ------------- 3,173,240 ------------- Hungary - 0.10% Mol Magyar Olaj-es Gazipari GDR 1,890 192,119 ------------- 192,119 ------------- Israel - 0.10% + Mizrahi Tefahot Bank 32,100 186,543 ------------- 186,543 ------------- Italy - 3.85% Banca Intesa 597,727 3,562,253 Buzzi Unicem 34,900 831,549 ENI 57,500 1,637,245 UniCredito Italiano 206,990 1,492,795 ------------- 7,523,842 ------------- 50 (continued) Statements of net assets Optimum International Fund Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Japan - 21.85% Canon 70,900 $ 4,679,217 Cosmo Oil 28,000 146,706 East Japan Railway 86 636,987 EDION 28,200 676,332 Fanuc 99 9,516 Hitachi 211,000 1,493,679 Honda 21,500 1,327,085 Itochu 76,000 653,976 Japan Tobacco 350 1,231,735 JFE Holdings 44,800 1,811,851 Kao 36,000 947,237 KDDI 383 2,045,695 Kobe Steel 166,000 631,286 Leopalace21 12,495 466,812 Millea Holdings 56 1,104,892 Mitsui & Company 56,000 808,837 Mitsubishi 39,000 889,268 Mitsubishi UFJ Financial Group 91 1,383,957 Mitsui Chemicals 120,000 882,330 Mitsui OSK Lines 142,000 960,262 Nintendo 2,700 403,208 Nippon Mining Holdings 103,000 868,764 Nissan Motor 55,400 658,076 Oki Electric Industry 139,000 441,719 v ORIX 6,000 1,863,621 Rengo 25,000 193,511 Sanyo Shinpan Finance 7,600 471,703 Sega Sammy Holdings 11,000 446,525 Sumitomo Heavy Industries 119,000 1,141,313 Sumitomo Metal Industries 145,000 622,679 Sumitomo Mitsui Financial Group 173 1,909,704 Takeda Pharmaceutical 52,300 2,975,200 Tokyo Electric Power 26,700 665,921 Tokyo Gas 118,000 515,779 Toyota Motor 110,000 5,989,667 West Japan Railway 176 742,731 ---------- 42,697,781 ---------- Luxembourg - 0.69% Arcelor 25,400 999,281 SES Global FDR 22,500 357,582 ---------- 1,356,863 ---------- Netherlands - 4.97% ABN AMRO Holding 21,100 630,468 European Aeronautic Defence & Space 19,890 835,568 ING Groep 141,590 5,576,059 Koninklijke Philips Electronics 16,920 569,502 Reed Elsevier 129,385 1,850,713 Royal KPN 22,400 251,845 ---------- 9,714,155 ---------- New Zealand - 0.74% Telecom of New Zealand 422,794 1,442,556 ---------- 1,442,556 ---------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Philippines - 0.08% Philippine Long Distance Telephone 4,200 $ 157,648 ---------- 157,648 ---------- Republic of Korea - 1.15% Honam Petrochemical 2,900 175,771 Hyundai Mobis 1,730 152,918 Hyundai Motor 260 21,802 Industrial Bank of Korea 9,740 179,944 Kookmin Bank 2,700 231,423 POSCO 1,200 308,071 POSCO ADR 14,400 918,720 Samsung Electronics 360 232,438 Shinhan Financial Group 370 16,500 ---------- 2,237,587 ---------- Singapore - 1.65% Flextronics International 45,500 470,925 Jardine Matheson 4,400 80,799 Neptune Orient Lines 84,000 113,210 Oversea-Chinese Banking 370,800 1,537,083 lecommunications 630,000 1,031,644 ---------- 3,233,661 ---------- South Africa - 0.90% Sanlam 121,610 324,189 Sasol 25,350 958,255 Standard Bank Group 11,200 153,570 Telkom 6,390 166,041 Tiger Brands 5,576 156,947 ---------- 1,759,002 ---------- Spain - 4.81% Banco Santander Central Hispano 143,518 2,092,939 Iberdrola 84,209 2,710,553 Repsol YPF 45,500 1,292,160 Telefonica 211,384 3,310,308 ---------- 9,405,960 ---------- Switzerland - 1.50% Credit Suisse Group 25,700 1,438,141 Novartis 7,310 405,712 Xstrata 33,220 1,077,293 ---------- 2,921,146 ---------- Taiwan - 0.92% Chunghwa Telecom ADR 50,200 983,418 HON HAI Precision Industry 36,000 222,079 Quanta Computer 176,000 288,361 Taiwan Semiconductor Manufacturing 153,000 300,037 ---------- 1,793,895 ---------- Thailand - 0.09% PTT PCL 27,800 167,336 ---------- 167,336 ---------- (continued) 51 Statements of net assets Optimum International Fund Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- United Kingdom - 24.58% AstraZeneca 32,900 $ 1,652,918 Aviva 167,571 2,323,813 BAE Systems 133,300 972,970 Barclays 121,300 1,416,577 BG Group 213,518 2,668,618 BHP Billiton 28,000 513,665 BOC Group 52,997 1,422,510 Boots 100,159 1,248,650 BP 298,523 3,436,032 Brambles Industries 138,769 1,036,400 British American Tobacco 65,200 1,579,609 Compass Group 65,712 260,288 Corus Group 357,500 549,239 Enterprise Inns 30,291 499,551 GKN 181,424 1,044,467 GlaxoSmithKline 119,981 3,138,752 HBOS 248,518 4,144,013 Intercontinental Hotels Group 36,719 599,599 International Power 121,300 595,076 J Sainsbury 142,400 820,468 Lloyds TSB Group 347,481 3,322,497 Mitchells & Butlers 69,500 577,499 Punch Taverns 32,300 471,818 Rio Tinto 31,822 1,633,268 Royal & Sun Alliance Insurance 192,200 461,126 Royal Bank of Scotland Group 116,567 3,792,201 Royal Dutch Shell Class A 105,254 3,295,140 SABMiller 18,800 370,384 Trinity Mirror 8,300 82,057 Unilever 202,641 2,070,756 Vodafone Group 971,800 2,027,397 ---------- 48,027,358 ---------- Total Common Stock (cost $161,388,705) 190,530,068 ---------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 2.43% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $2,369,879, collateralized by $2,441,000 U.S. Treasury Bills due 4/20/06, market value $2,435,826) $2,369,000 2,369,000 Principal Market Amount Value (U.S.$) - -------------------------------------------------------------------------------- Repurchase Agreements (continued) - -------------------------------------------------------------------------------- With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $1,141,426, collateralized by $321,000 U.S. Treasury Bills due 6/22/06, market value $317,524, $370,000 U.S. Treasury Bills due 7/20/06, market value $365,009, $308,000 U.S. Treasury Bills due 8/17/06, market value $302,984 and $179,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $178,504) $1,141,000 $ 1,141,000 With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $1,233,460, collateralized by $1,288,000 U.S. Treasury Bills due 9/28/06, market value $1,258,595) 1,233,000 1,233,000 ------------ Total Repurchase Agreements (cost $4,743,000) 4,743,000 ------------ Total Market Value of Securities - 99.93% (cost $166,131,705) 195,273,068 Receivables and Other Assets Net of Liabilities - 0.07% 128,823 ------------ Net Assets Applicable to 14,536,818 Shares Outstanding - 100.00% $195,401,891 ============ Net Asset Value - Optimum International Fund Class A ($20,247,689 / 1,503,136 Shares) $13.47 ------ Net Asset Value - Optimum International Fund Class B ($4,593,743 / 345,784 Shares) $13.29 ------ Net Asset Value - Optimum International Fund Class C ($70,827,692 / 5,328,609 Shares) $13.29 ------ Net Asset Value - Optimum International Fund Institutional Class ($99,732,767 / 7,359,289 Shares) $13.55 ------ 52 (continued) Statements of net assets Optimum International Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Components of Net Assets at March 31, 2006: $162,751,135 Shares of beneficial interest (unlimited authorization - no par) Undistributed net investment income 943,832 Accumulated net realized gain on investments 2,439,178 Net unrealized appreciation of investments and foreign currencies 29,267,746 ------------- Total net assets $195,401,891 ============= x Securities have been classified by country of origin. Classification has been presented on page 29 in "Sector/Country Allocations." + Non-income producing security for the year ended March 31, 2006. v Passive Foreign Investment Company Summary of Abbreviations: ADR - American Depositary Receipts FDR - Foreign Depositary Receipts GDR - Global Depositary Receipts USD - U.S. Dollar The following foreign currency exchange contracts were outstanding at March 31, 2006: Foreign Currency Exchange Contracts(1) In Unrealized Contracts to Exchange Settlement Appreciation Receive (Deliver) For Date (Depreciation) - -------------------------------------------------------------------- (2,814,000) British Pounds USD 5,031,432 4/28/06 $141,009 390,000 Canadian Dollars USD (335,602) 4/3/06 (1,574) 195,000 European Monetary Units USD (236,677) 4/3/06 (361) 61,000,000 Japanese Yen USD (519,182) 4/3/06 (810) 11,732,000 Japanese Yen USD (99,753) 4/4/06 (40) ------------ $138,224 ============ (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) $13.47 Sales charge (5.75% of offering price) (B) 0.82 ------- Offering price $14.29 ======= (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 $75,000 or more. See accompanying notes (continued) 53 Statements of net assets Optimum Large Cap Growth Fund March 31, 2006 Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock - 95.12% - -------------------------------------------------------------------------------- Basic Industry/Capital Goods - 7.58% Archer-Daniels-Midland 28,891 $ 972,182 BHP Billiton (Australia) 176,100 3,530,206 Caterpillar 119,803 8,603,053 Cia Vale do Rio Doce ADR 54,942 2,666,335 Danaher 79,900 5,077,645 Deere & Company 54,735 4,326,802 General Electric 319,950 11,127,862 Gramin 21,800 1,731,574 Monsanto 36,296 3,076,086 United Technologies 46,575 2,699,953 ----------- 43,811,698 ----------- Business Services - 2.81% Accenture Limited Class A 148,300 4,459,381 + Affiliated Computer Services Class A 16,200 966,492 Automatic Data Processing 74,300 3,394,024 + Discovery Holding 42,470 637,050 First Data 45,800 2,144,356 Grupo Televisa ADR 70,000 1,393,000 Rogers Communications 41,900 1,598,485 Sysco 50,700 1,624,935 ----------- 16,217,723 ----------- Consumer Durables - 3.42% Harman International 19,400 2,155,922 KB HOME 62,025 4,030,385 Lennar 88,050 5,316,459 + Toll Brothers 42,702 1,478,770 Toyota Motor ADR 62,589 6,815,942 ----------- 19,797,478 ----------- Consumer Non-Durables - 13.09% Best Buy 21,650 1,210,885 + Coach 74,967 2,592,359 CVS 62,317 1,861,409 Home Depot 238,912 10,105,978 Inditex (Spain) 21,200 818,232 + Kohls 78,000 4,134,780 Lowes 184,500 11,889,179 NIKE 27,500 2,340,250 PepsiCo 50,727 2,931,513 PETsMART 75,600 2,127,384 Procter & Gamble 226,285 13,038,541 Reckitt Benckiser (United Kingdom) 39,700 1,397,429 + Starbucks 124,568 4,688,740 Target 126,673 6,588,263 Wal-Mart de Mexico ADR 28,200 738,840 Wal-Mart Stores 131,000 6,188,440 Walgreen 71,095 3,066,327 ----------- 75,718,549 ----------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Consumer Services - 7.11% Carnival 61,250 $ 2,901,413 Cendant 93,900 1,629,165 + eBay 32,800 1,281,168 Four Seasons Hotels 11,815 599,021 International Game Technology 43,250 1,523,265 + Las Vegas Sands 92,618 5,247,736 + Liberty Media Class A 352,400 2,893,204 + MGM MIRAGE 178,634 7,697,338 Station Casinos 14,692 1,166,104 Time Warner 77,000 1,292,830 + Univision Communications Class A 64,850 2,235,380 + Viacom Class B 61,100 2,370,680 + Wynn Resorts 74,862 5,753,144 Yum Brands 93,148 4,551,211 ----------- 41,141,659 ----------- Energy - 4.87% Baker Hughes 37,500 2,565,000 Exxon Mobil 44,800 2,726,528 Halliburton 59,463 4,341,988 Murphy Oil 35,100 1,748,682 Peabody Energy 58,108 2,929,224 Schlumberger 82,714 10,469,111 Total (France) 12,900 3,400,729 ----------- 28,181,262 ----------- Finance - 17.99% American Express 88,000 4,624,400 American International Group 76,600 5,062,494 Anglo Irish Bank (Ireland) 144,800 2,386,374 Chicago Mercantile Exchange 15,326 6,858,385 Citigroup 111,200 5,253,088 Countrywide Financial 53,000 1,945,100 + E Trade Financial 53,000 1,429,940 Erste Bank Der Oesterreichischen Sparkassen (Austria) 24,500 1,444,672 Franklin Resources 14,800 1,394,752 Genworth Financial 130,371 4,358,303 Goldman Sachs Group 47,395 7,439,119 Hartford Financial Services Group 24,150 1,945,283 Legg Mason 14,000 1,754,620 Lehman Brothers Holdings 66,587 9,623,818 Marsh & McLennan 51,900 1,523,784 Merrill Lynch 36,050 2,839,298 Northern Trust 46,900 2,462,250 Progressive 22,016 2,295,388 Prudential Financial 19,100 1,447,971 Schwab (Charles) 125,100 2,152,971 SLM 175,051 9,092,149 St. Joe 26,066 1,637,987 State Street 52,060 3,145,986 + TD Ameritrade Holding 40,200 838,974 UBS 123,113 13,538,736 UBS (Switzerland) 56,300 6,185,959 UniCredito Italiano (Italy) 192,400 1,387,573 ----------- 104,069,374 ----------- 54 (continued) Statements of net assets Optimum Large Cap Growth Fund Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Health Care - 16.09% Alcon 11,500 $ 1,198,990 + Amgen 59,280 4,312,620 + Amylin Pharmaceuticals 90,406 4,425,374 Caremark Rx 88,000 4,327,840 + Genentech 180,265 15,234,195 + Genzyme 44,627 2,999,827 + Gilead Sciences 32,260 2,007,217 + Humana 43,800 2,306,070 Johnson & Johnson 28,400 1,681,848 Medtronic 162,456 8,244,642 Novartis (Switzerland) 62,000 3,441,062 Pfizer 70,900 1,766,828 Quest Diagnostics 67,347 3,454,901 Roche Holding (Switzerland) 13,200 1,965,871 + Sepracor 20,100 981,081 + St. Jude Medical 34,300 1,406,300 Stryker 22,600 1,002,084 UnitedHealth Group 404,754 22,609,559 + WellPoint 29,500 2,284,185 Wyeth 25,900 1,256,668 + Zimmer Holdings 91,248 6,168,365 ----------- 93,075,527 ----------- Technology - 16.83% + Amdocs 58,400 2,105,904 America Movil ADR 192,331 6,589,260 Analog Devices 73,200 2,802,828 Applied Materials 70,300 1,230,953 + Cisco Systems 194,703 4,219,214 + Corning 104,200 2,804,022 + Crown Castle International 85,300 2,418,255 + Dell 147,000 4,374,720 + EMC 218,700 2,980,881 Ericsson LM Class B (Sweden) 258,000 980,523 General Dynamics 161,790 10,351,324 + Google Class A 8,600 3,354,000 Intel 94,500 1,828,575 + Intuit 30,300 1,611,657 + Juniper Networks 83,600 1,598,432 Lockheed Martin 35,045 2,632,931 + Marvell Technology Group 45,100 2,439,910 Maxim Integrated Products 74,650 2,773,248 Microsoft 324,400 8,826,924 Motorola 328,186 7,518,741 Nokia OYJ (Finland) 115,400 2,388,497 + Oracle 163,200 2,234,208 QUALCOMM 191,812 9,707,605 Samsung Electronics (Republic of Korea) 2,300 1,485,020 TELUS 34,700 1,342,890 TELUS (Canada) 10,500 412,050 Texas Instruments 37,900 1,230,613 Xilinx 76,900 1,957,874 + Yahoo 97,000 3,129,220 ----------- 97,330,279 ----------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Transportation - 5.33% Burlington Northern Santa Fe 117,999 $ 9,832,857 FedEx 111,853 12,632,678 Southwest Airlines 104,100 1,872,759 Union Pacific 69,269 6,466,261 ----------- 30,804,555 ----------- Total Common Stock (cost $481,678,193) 550,148,104 ----------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 5.16% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $14,919,530, collateralized by $15,366,000 U.S. Treasury Bills due 4/20/06, market value $15,332,401) $14,914,000 14,914,000 With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $7,181,680, collateralized by $2,018,000 U.S. Treasury Bills due 6/22/06, market value $1,998,667, $2,329,000 U.S. Treasury Bills due 7/20/06, market value $2,297,562, $1,940,000 U.S. Treasury Bills due 8/17/06, market value $1,907,143 and $1,127,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $1,123,600) 7,179,000 7,179,000 With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $7,764,898, collateralized by $8,108,000 U.S. Treasury Bills due 9/28/06, market value $7,922,274) 7,762,000 7,762,000 ------------ Total Repurchase Agreements (cost $29,855,000) 29,855,000 ------------ Total Market Value of Securities - 100.28% (cost $511,533,193) 580,003,104 Liabilities Net of Receivables and Other Assets (0.28%) (1,596,231) ------------ Net Assets Applicable to 50,102,571 Shares Outstanding 100.00% $578,406,873 ============ (continued) 55 Statements of net assets Optimum Large Cap Growth Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Net Asset Value - Optimum Large Cap Growth Fund Class A ($47,282,850 / 4,097,738 Shares) $11.54 ------ Net Asset Value - Optimum Large Cap Growth Fund Class B ($10,167,730 / 896,303 Shares) $11.34 ------ Net Asset Value - Optimum Large Cap Growth Fund Class C ($164,995,229 / 14,547,386 Shares) $11.34 ------ Net Asset Value - Optimum Large Cap Growth Fund Institutional Class ($355,961,064 / 30,561,144 Shares) $11.65 ------ Components of Net Assets at March 31, 2006: Shares of beneficial interest (unlimited authorization no par) $503,186,041 Accumulated net investment loss (21,931) Accumulated net realized gain on investments 6,774,467 Net unrealized appreciation of investments and foreign currencies 68,468,296 ------------ Total net assets $578,406,873 ============ + Non-income producing security for the year ended March 31, 2006. ADR - American Depositary Receipts Net Asset Value and Offering Price per Share - Optimum Large Cap Growth Fund Net asset value Class A (A) $11.54 Sales charge (5.75% of offering price) (B) 0.70 ------ Offering price $12.24 ====== (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 $75,000 or more. See accompanying notes 56 (continued) Statements of net assets Optimum Large Cap Value Fund March 31, 2006 Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock - 95.89% - -------------------------------------------------------------------------------- Consumer Discretionary - 9.21% CBS Class B 44,580 $ 1,069,028 Clear Channel Communications 163,890 4,754,449 +Comcast Class A 100,200 2,621,232 Disney (Walt) 64,260 1,792,211 Federated Department Stores 49,080 3,582,840 Gap 152,760 2,853,557 General Motors 175,500 3,732,885 Hasbro 51,960 1,096,356 Home Depot 19,960 844,308 Johnson Controls 11,690 887,622 Mattel 95,300 1,727,789 McDonald's 44,900 1,542,764 NIKE 15,650 1,331,815 Reader's Digest Association Class A 40,300 594,425 Reed Elsevier (United Kingdom) 167,470 1,607,567 Regal Entertainment Class A 289,100 5,437,972 +Sears Holdings 32,300 4,271,352 Sherwin-Williams 18,660 922,550 Sony ADR 54,700 2,520,029 Time Warner 230,960 3,877,818 Tribune 31,740 870,628 +Viacom Class B 44,850 1,740,180 ------------- 49,679,377 ------------- Consumer Staples - 7.44% Altria Group 126,220 8,943,948 Archer-Daniels-Midland 49,990 1,682,164 Diageo (United Kingdom) 160,706 2,531,044 Flowers Foods 31,100 923,670 Kellogg 85,300 3,756,612 Kimberly-Clark 62,780 3,628,684 Kraft Foods Class A 152,950 4,635,915 Nestle (Switzerland) 5,147 1,528,343 PepsiCo 22,120 1,278,315 Sara Lee 417,310 7,461,503 Uni lever 54,760 3,790,487 ------------- 40,160,685 ------------- Energy - 8.40% Amerada Hess 16,790 2,390,896 Apache 19,240 1,260,412 BP ADR 43,340 2,987,860 Chevron 102,782 5,958,273 ConocoPhillips 236,890 14,959,603 Devon Energy 32,660 1,997,812 EOG Resources 27,940 2,011,680 Exxon Mobil 93,830 5,710,494 Noble 18,880 1,531,168 Total ADR 49,570 6,529,856 ------------- 45,338,054 ------------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Financials - 24.91% Allstate 145,420 $ 7,577,836 American Express 47,580 2,500,329 American International Group 64,700 4,276,023 Ameriprise Financial 5,404 243,504 Bank of America 265,993 12,113,321 Bank of New York 24,320 876,493 Capital One Financial 32,200 2,592,744 CapitalSource 79,200 1,970,496 Chubb 72,300 6,900,312 Citigroup 357,920 16,908,141 Crescent Real Estate 192,400 4,053,868 Fannie Mae 151,710 7,797,894 Franklin Resources 14,430 1,359,883 Freddie Mac 20,800 1,268,800 Genworth Financial 29,930 1,000,560 Goldman Sachs Group 56,430 8,857,253 Hartford Financial Services Group 34,250 2,758,838 JPMorgan Chase 215,107 8,957,055 Lehman Brothers Holdings 15,580 2,251,777 Mellon Financial 67,700 2,410,120 Merrill Lynch 118,890 9,363,776 MetLife 141,900 6,863,703 PNC Financial Services Group 56,050 3,772,726 St. Paul Travelers 185,413 7,748,410 SunTrust Banks 78,110 5,683,284 UBS (Switzerland) 25,591 2,811,809 Wells Fargo 23,160 1,479,229 ------------- 134,398,184 ------------- Health Care - 9.21% Abbott Laboratories 50,440 2,142,187 Baxter International 13,360 518,502 +Boston Scientific 72,200 1,664,210 Cigna 9,790 1,278,770 HCA 113,700 5,206,323 Johnson & Johnson 121,990 7,224,248 Lilly (Eli) 19,450 1,075,585 erck & Co 121,940 4,295,946 Pfizer 130,800 3,259,536 Schering-Plough 186,600 3,543,534 +Tenet Healthcare 363,100 2,679,678 +Watson Pharmaceuticals 181,200 5,207,688 Wyeth 239,040 11,598,220 ------------- 49,694,427 ------------- (continued) 57 Statements of net assets Optimum Large Cap Value Fund Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Industrials - 11.15% Burlington Northern Santa Fe 47,490 $ 3,957,342 CNF 68,460 3,418,892 Cooper Industries 29,280 2,544,432 CSX 98,900 5,914,220 Deere & Co. 75,185 5,943,374 Finning International (Canada) 8,100 267,780 Grainger (W.W.) 20,850 1,571,048 Honeywell International 51,500 2,202,655 Illinois Tool Works 18,730 1,803,886 Lockheed Martin 114,530 8,604,640 Masco 186,310 6,053,212 + Nalco Holding 32,900 582,330 Norfolk Southern 17,920 968,934 Northrop Grumman 98,210 6,706,761 Tyco International 23,130 621,734 United Technologies 67,270 3,899,642 Waste Management 143,900 5,079,670 ------------- 60,140,552 ------------- Information Technology - 5.19% Accenture Limited Class A 109,100 3,280,637 Analog Devices 20,300 777,287 + Cisco Systems 65,510 1,419,602 + Dell 23,400 696,384 Electronic Data Systems 182,800 4,904,524 Hewlett-Packard 201,520 6,630,007 Intel 107,190 2,074,127 International Business Machines 24,900 2,053,503 + Lucent Technologies 1,226,600 3,741,130 + Oracle 127,370 1,743,695 + Symantec 38,920 655,024 ------------- 27,975,920 ------------- Materials - 7.53% Air Products & Chemicals 80,730 5,424,249 Bowater 8,530 252,317 Dow Chemical 54,600 2,216,760 duPont (E.I.) deNemours 181,990 7,681,797 International Paper 73,580 2,543,661 MeadWestvaco 146,300 3,995,453 Packaging Corp America 298,800 6,705,072 PPG Industries 60,390 3,825,707 Praxair 31,030 1,711,305 + Smurfit-Stone Container 57,690 782,853 Syngenta (Switzerland) 19,500 2,741,042 United States Steel 45,200 2,742,736 ------------- 40,622,952 ------------- Number of Market Shares Value (U.S.$) - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Telecommunication Services - 8.98% ALLTEL 103,900 $ 6,727,525 AT&T 292,700 7,914,608 BCE 216,600 5,211,396 Nokia ADR 435,500 9,023,560 Qwest Communications International 640,900 4,358,120 Sprint 281,260 7,267,758 Verizon Communications 141,330 4,813,700 Vodafone Group (United Kingdom) 1,507,430 3,144,843 ------------- 48,461,510 ------------- Utilities - 3.87% American Electric Power 155,030 5,274,121 Dominion Resources 101,470 7,004,474 Entergy 14,890 1,026,517 Exelon 18,490 978,121 FPL Group 68,970 2,768,456 PPL 48,230 1,417,962 Public Service Enterprise Group 19,960 1,278,238 TXU 24,850 1,112,286 ------------- 20,860,175 ------------- Total Common Stock (cost $484,821,194) 517,331,836 ------------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 5.96% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $16,065,956, collateralized by $16,547,000 U.S. Treasury Bills due 4/20/06, market value $16,511,026) $16,060,000 16,060,000 With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $7,734,886, collateralized by $2,173,000 U.S. Treasury Bills due 6/22/06, market value $2,152,307, $2,508,000 U.S. Treasury Bills due 7/20/06, market value $2,474,179, $2,090,000 U.S. Treasury Bills due 8/17/06, market value $2,053,748 and $1,214,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $1,209,973) 7,732,000 7,732,000 With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $8,361,120, collateralized by $8,731,000 U.S. Treasury Bills due 9/28/06, market value $8,531,271) 8,358,000 8,358,000 ---------- Total Repurchase Agreements (cost $32,150,000) 32,150,000 ---------- 58 (continued) Statements of net assets Optimum Large Cap Value Fund - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Total Market Value of Securities - 101.85% (cost $516,971,194) $549,481,836 Liabilities Net of Receivables and Other Assets - (1.85%) (9,980,245) ------------ Net Assets Applicable to 47,737,782 Shares Outstanding - 100.00% $539,501,591 ============ Net Asset Value - Optimum Large Cap Value Fund Class A ($45,665,304 / 4,034,932 Shares) $11.32 Net Asset Value - Optimum Large Cap Value Fund Class B ($10,102,916 / 898,533 Shares) $11.24 Net Asset Value - Optimum Large Cap Value Fund Class C ($163,876,254 / 14,579,458 Shares) $11.24 Net Asset Value - Optimum Large Cap Value Fund Institutional Class ($319,857,117 / 28,224,859 Shares) $11.33 Components of Net Assets at March 31, 2006: Shares of beneficial interest (unlimited authorization - no par) $500,595,764 Undistributed net investment income 1,115,374 Accumulated net realized gain on investments 5,280,743 Net unrealized appreciation of investments and foreign currencies 32,509,710 ------------ Total net assets $539,501,591 ============ + Non-income producing security for the year ended March 31, 2006. ADR - American Depositary Receipts Net Asset Value and Offering Price per Share - Optimum Large Cap Value Fund Net asset value Class A (A) $11.32 Sales charge (5.75% of offering price) (B) 0.69 ------ Offering price $12.01 ====== (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 (continued) 59 Statements of net assets Optimum Small Cap Growth Fund March 31, 2006 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock - 93.09% - -------------------------------------------------------------------------------- Basic Industry/Capital Goods - 15.52% + A.S.V 33,682 $ 1,085,234 Bucyrus International Class A 13,050 628,880 + Ceradyne 32,691 1,631,281 Charles & Colvard 28,270 306,164 Donaldson 29,000 979,910 Florida Rock Industries 7,500 421,650 + Genlyte Group 22,000 1,499,080 + Intermec 14,000 427,140 + IRIS International 19,200 300,096 Kaydon 10,000 403,600 + Mettler-Toledo International 20,000 1,206,800 Mine Safety Appliances 8,000 336,000 + Newpark Resources 37,000 303,400 Nordson 31,000 1,545,660 Pentair 33,400 1,361,050 + Pride International 32,000 997,760 + Quanta Services 50,000 801,000 + Rogers 4,700 256,056 Scotts Miracle-Gro 26,800 1,226,368 Spartech 47,000 1,128,000 + TurboChef Technologies 34,432 420,070 + Waste Connections 27,300 1,086,813 ------------- 18,352,012 ------------- Business Services - 10.59% + Answerthink 42,800 275,204 + aQuantive 40,170 945,602 + Ceridian 50,000 1,272,500 + Concur Technologies 31,500 583,695 + CRA International 9,088 447,675 + Discovery Holding 65,000 975,000 + Essex 24,900 548,298 + Gemstar-TV Guide International 293,200 905,988 + iVillage 27,200 228,752 + Kenexa 15,500 476,625 + LECG 24,677 475,526 + Navigant Consulting 29,500 629,825 + SkillSoft ADR 75,000 393,000 + SSA Global Technologies 90,000 1,442,700 + Stamps.com 13,512 476,433 Talx 14,932 425,263 + ValueClick 52,315 885,170 + Ventiv Health 18,869 626,828 + WebSideStory 29,300 503,667 ------------- 12,517,751 ------------- Consumer Durables - 0.86% + Desarrolladora Homex ADR 13,258 468,405 Polaris Industries 10,000 545,600 ------------- 1,014,005 ------------- Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Consumer Non-Durables - 5.26% Abercrombie & Fitch Class A 22,200 $1,294,259 + Carters 10,000 674,900 + Central European Distribution 17,100 657,495 Christopher & Banks 7,950 184,520 + Crocs 12,900 324,435 Oxford Industries 15,000 766,950 + Parlux Fragrances 12,998 419,186 + PETCO Animal Supplies 21,300 502,041 + Restoration Hardware 52,500 298,725 + Sports Authority 12,000 442,800 + USANA Health Sciences 2,617 109,181 + Volcom 15,500 550,715 ------------- 6,225,207 ------------- Consumer Services - 7.79% Central Parking 45,000 720,000 Ctrip.Com International ADR 5,517 456,256 + Entravision Communications 120,000 1,099,200 + Focus Media Holding ADR 33,900 1,966,878 + HealthExtras 20,100 709,530 International Speedway Class A 15,500 788,950 + ITT Educational Services 10,000 640,500 + Kerzner International 3,300 256,806 + Lions Gate Entertainment 85,000 862,750 + Salem Communications Class A 45,000 675,450 + Shuffle Master 7,200 257,328 + Sonic 9,000 316,170 + Spanish Broadcasting Systems Class A 36,400 201,292 Speedway Motorsports 6,800 259,828 ------------- 9,210,938 ------------- Energy - 6.66% + ATP Oil & Gas 18,389 807,461 + Bronco Drilling 26,100 686,430 + Carrizo Oil & Gas 40,550 1,053,895 + Dril-Quip 10,700 758,095 + FMC Technologies 21,000 1,075,619 + Hercules Offshore 7,300 248,273 Lufkin Industries 6,800 376,992 + PetroHawk Energy 44,100 604,170 + Pioneer Drilling 26,000 427,180 + Quicksilver Resources 11,400 440,724 + Veritas DGC 11,953 542,547 Western Gas Resources 17,800 858,850 ------------- 7,880,236 ------------- Financials - 2.87% + AmeriCredit 19,500 599,235 + Euronet Worldwide 21,157 800,369 HCC Insurance Holdings 28,050 976,140 + Markel 500 168,840 TCF Financial 8,400 216,300 + TradeStation Group 29,300 404,926 + World Acceptance 8,500 232,900 ------------- 3,398,710 ------------- 60 (continued) Statements of net assets Optimum Small Cap Growth Fund Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Health Care - 16.56% + Abaxis 13,000 $ 294,840 + Adams Respiratory Therapeutics 18,600 739,722 + Adeza Biomedical 27,855 588,576 + American Science & Engineering 4,766 445,144 + Arrow International 20,000 653,400 + Arthrocare 16,685 797,877 + Aspect Medical Systems 13,210 362,482 + Aspreva Pharmaceuticals 37,200 925,908 + Centene 15,796 460,769 + Charles River Laboratories International 21,500 1,053,930 + Coventry Health Care 6,742 363,933 + Edwards Lifesciences 6,000 261,000 + Exelixis 47,000 564,470 + First Horizon Pharmaceutical 21,045 530,544 + Foxhollow Technologies 4,700 143,585 + Healthways 8,972 457,034 + InterMune 18,000 333,720 + IntraLase 24,015 557,148 + Kos Pharmaceuticals 14,511 693,190 + Kyphon 18,919 703,787 + La Jolla Pharmaceutical 25,000 124,500 + LCA-Vision 36,701 1,839,088 + Ligand Pharmaceuticals Class B 30,000 385,500 + Lincare Holdings 16,000 623,360 + Merge Technologies 16,488 263,313 + Momenta Pharmaceuticals 10,000 196,600 + Natus Medical 11,900 243,950 + Neurocrine Biosciences 14,500 935,830 + Palomar Medical Technologies 10,000 334,500 + PRA International 22,500 557,775 + Prestige Brands Holdings 25,000 304,250 + Quidel 20,200 259,974 + Salix Pharmaceuticals 28,468 470,007 + Serologicals 33,000 807,180 + Syneron Medical 21,112 616,682 + United Therapeutics 6,621 438,840 + Vital Images 7,400 252,192 ------------- 19,584,600 ------------- Real Estate 1.09% DiamondRock Hospitality 47,000 649,070 Kite Realty Group Trust 40,000 638,000 ------------- 1,287,070 ------------- Technology 24.81% ALLTEL 4,422 286,325 + American Tower Class A 44,400 1,346,208 Amphenol Class A 10,000 521,800 + AudioCodes 35,861 495,599 + Aviall 17,000 647,360 + Avid Technology 21,800 947,428 + CNET Networks 90,000 1,278,900 + Crown Castle International 18,400 521,640 CTS 26,000 347,880 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Technology (continued) + Dobson Communications Class A 92,000 $ 737,840 + Entegris 70,000 744,800 + ESCO Technologies 21,200 1,073,780 + FalconStor Software 46,300 437,535 + Glenayre Technologies 83,023 435,871 + Ikanos Communications 14,900 293,679 + #Indus International 80,000 291,200 + Integrated Device Technology 47,000 698,420 + Intermagnetics General 42,000 1,052,100 + IXYS 20,000 184,400 + Jupitermedia 29,757 535,031 + Kronos 15,000 560,850 + Neoware 17,200 509,464 + Nice Systems ADR 22,000 1,121,120 + Novell 140,400 1,078,272 + Online Resources 45,010 585,130 + Open Solutions 4,600 125,626 + Openwave Systems 32,104 692,804 + Orckit Communications 20,228 444,611 + Parametric Technology 30,000 489,900 + PDF Solutions 25,657 485,430 + Rackable Systems 19,100 1,009,435 + Redback Networks 13,700 297,153 + Retalix 8,400 207,648 + RightNow Technologies 17,734 281,439 + SafeNet 7,203 190,735 + Saifun Semiconductors 7,600 236,360 + SeaChange International 9,300 72,261 + Silicon Motion Technology ADR 31,800 385,734 Supertex 6,800 255,816 Symbol Technologies 50,000 529,000 Symmetricom 25,000 213,750 + Tellabs 115,000 1,828,500 + Tessera Technologies 14,063 451,141 + Time Warner Telecom Class A 104,000 1,866,801 + Trident Microsystems 46,100 1,339,666 + Vasco Data Security International 47,100 385,278 + WebMethods 20,446 172,155 + Zhone Technologies 52,300 140,164 + Zoran 23,400 511,992 ------------- 29,346,031 ------------- Transportation - 0.63% Heartland Express 34,400 749,576 ------------- 749,576 ------------- Utilities - 0.45% Northeast Utilities 27,000 527,310 ------------- 527,310 ------------- Total Common Stock (cost $86,169,135) 110,093,446 ------------- (continued) 61 Statements of net assets Optimum Small Cap Growth Fund Principal Market Amount Value - -------------------------------------------------------------------------------- Repurchase Agreements - 7.25% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $4,287,589, collateralized by $4,416,000 U.S. Treasury Bills due 4/20/06, market value $4,406,364) $4,286,000 $ 4,286,000 With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $2,063,770, collateralized by $580,000 U.S. Treasury Bills due 6/22/06, market value $574,395, $669,000 U.S. Treasury Bills due 7/20/06, market value $660,294, $558,000 U.S. Treasury Bills due 8/17/06, market value $548,092 and $324,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $322,910) 2,063,000 2,063,000 With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $2,231,833, collateralized by $2,330,000 U.S. Treasury Bills due 9/28/06, market value $2,276,775) 2,231,000 2,231,000 ------------- Total Repurchase Agreements (cost $8,580,000) 8,580,000 ------------- Total Market Value of Securities - 100.34% (cost $94,749,135) 118,673,446 Liabilities Net of Receivables and Other Assets - (0.34%) (401,030) ------------- Net Assets Applicable to 8,249,477 Shares Outstanding - 100.00% $118,272,416 ============= Net Asset Value - Optimum Small Cap Growth Fund Class A ($11,983,755 / 835,622 Shares) $14.34 ------ Net Asset Value - Optimum Small Cap Growth Fund Class B ($2,284,991 / 161,954 Shares) $14.11 ------ Net Asset Value - Optimum Small Cap Growth Fund Class C ($36,537,396 / 2,589,531 Shares) $14.11 ------ Net Asset Value - Optimum Small Cap Growth Fund Institutional Class ($67,466,274 / 4,662,370 Shares) $14.47 ------ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Components of Net Assets at March 31, 2006: Shares of beneficial interest (unlimited authorization no par) $ 93,257,311 Accumulated net realized gain on investments 1,090,794 Net unrealized appreciation of investments 23,924,311 ------------ Total net assets $118,272,416 ============ + Non-income producing security for the year ended March 31, 2006. # Restricted Security. Investment in a security not registered under the Securities Act of 1933. This security has certain restrictions on resale which may limit its liquidity. At March 31, 2006, the aggregate amount of the restricted security equals $291,200 or 0.25% of the Funds net assets. See Note 9 in Notes to Financial Statements. ADR - American Depository Receipt Net Asset Value and Offering Price Per Share - Optimum Small Cap Growth Fund Net asset value Class A (A) $14.34 Sales charge (5.75% of offering price) (B) 0.87 ------ Offering price $15.21 ====== (A) Net asset value per share, as illustrated, is the 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 62 (continued) Statements of net assets Optimum Small Cap Value Fund March 31, 2006 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock - 92.22% - -------------------------------------------------------------------------------- Basic Industry - 17.66% Agrium 42,500 $1,073,550 + Aleris International 29,000 1,394,030 Algoma Steel 10,100 278,558 AMETEK 7,000 314,720 + Armor Holdings 500 29,145 Ashland 10,000 710,800 Cabot 7,500 254,925 Cambrex 42,000 820,680 CF Industries Holdings 109,700 1,863,803 Chemtura 65,000 765,700 Crane 19,500 799,695 Cytec Industries 26,000 1,560,260 ElkCorp 21,000 708,750 FMC 22,000 1,363,560 + GrafTech International 30,000 183,000 + Hercules 140,250 1,935,449 Longview Fibre 54,900 1,418,616 Lubrizol 12,900 552,765 + Material Sciences 27,000 326,160 Novelis 20,000 411,400 + Pioneer Companies 32,100 979,050 Sensient Technologies 9,025 162,901 Sonoco Products 18,000 609,660 St. Joe 7,000 439,880 Tronox Class A 10,800 183,168 + Westmoreland Coal 5,915 155,269 ---------- 19,295,494 ---------- Business Services - 11.32% + BearingPoint 120,500 1,023,045 Bowne & Company 86,900 1,448,623 Courier 4,655 206,403 Donnelley (R.R.) & Sons 15,000 490,800 Ennis 9,775 190,613 + EPIQ Systems 5,810 110,390 IKON Office Solutions 94,100 1,340,925 Kelly Services 66,100 1,795,936 + Live Nation 27,800 551,552 Nautilus 9,785 146,286 + PHH 45,100 1,204,170 + ProQuest 53,000 1,133,670 + R.H. Donnelley 8,200 477,486 + Spherion 61,700 641,680 + Triple Crown Media 2,440 14,396 + Valassis Communications 53,900 1,583,043 ---------- 12,359,018 ---------- Capital Spending - 7.83% Acuity Brands 37,000 1,480,000 Commercial Metals 17,000 909,330 + Flowserve 51,800 3,022,012 Hardinge 1,585 25,503 Kennametal 33,000 2,017,620 + NaviStar International 40,000 1,103,200 --------- 8,557,665 --------- Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Conglomerates - 1.04% Honeywell International 24,000 $ 1,026,480 SPX 2,000 106,840 --------- 1,133,320 --------- Consumer Cyclical - 10.21% Beazer Homes USA 16,800 1,103,760 + Comstock Homebuilding Class A 21,200 233,412 Cooper Tire & Rubber 8,805 126,264 Furniture Brands International 109,100 2,674,041 La-Z-Boy 10,550 179,350 Newell Rubbermaid 39,000 982,410 RadioShack 69,000 1,326,870 Standard Motor Products 75,000 666,000 Stanley Works 19,500 987,870 + WCI Communities 93,100 2,590,042 + William Lyon Homes 3,000 287,040 ---------- 11,157,059 ---------- Consumer Services - 10.71% + BJs Wholesale Club 31,900 1,005,169 Delta Apparel 30,000 531,900 + Eddie Bauer Holdings 28,400 366,360 Finish Line Class A 30,000 493,500 Foot Locker 85,000 2,029,800 Gray Television Class B 27,300 229,320 IHOP 3,660 175,460 Jones Apparel Group 45,000 1,591,650 Kenneth Cole Productions Class A 6,160 170,632 + Magna Entertainment Class A 122,800 833,812 + Maidenform Brands 52,000 572,520 Monaco Coach 11,775 157,785 Oakley 1,950 33,189 + Pathmark Stores 55,200 577,392 + Rent-A-Center 1,100 28,149 Russell 6,355 87,699 + Sothebys Holdings Class A 7,200 209,088 + Sunterra 42,800 611,184 + Tommy Hilfiger 12,200 200,934 + Warnaco Group Class A 74,900 1,797,600 ---------- 11,703,143 ---------- Energy - 4.14% + Alpha Natural Resources 34,300 793,702 + Callon Petroleum 7,665 161,118 + Forest Oil 6,000 223,080 Foundation Coal Holdings 39,900 1,641,487 Gulf Island Fabrication 7,315 173,146 + Input/Output 8,400 81,564 + Mariner Energy 4,855 99,576 Southern Union 48,654 1,208,079 + Southwestern Energy 4,365 140,509 --------- 4,522,261 --------- (continued) 63 Statements of net assets Optimum Small Cap Value Fund Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Financial Services - 4.47% American Equity Investment Life Holding 13,945 $ 199,971 + AmeriCredit 11,100 341,103 CFS Bancorp 2,075 31,084 + Conseco 21,100 523,702 + FPIC Insurance Group 4,600 173,880 Hanover Insurance Group 30,500 1,598,809 + KMG America 44,600 381,776 + LaBranche & Company 14,160 223,870 PMA Capital Class A 16,400 166,952 + Quanta Capital Holdings 42,900 128,700 + United America Indemnity Class A 48,564 1,112,116 --------- 4,881,963 --------- Health Care - 1.17% + LifePoint Hospitals 4,220 131,242 + Microtek Medical Holdings 41,965 147,717 + Quidel 2,295 29,537 + RehabCare Group 8,430 158,906 STERIS 25,000 616,999 Vital Signs 3,560 195,551 --------- 1,279,952 --------- Real Estate - 6.76% Aames Investment 84,700 481,096 Brookfield Homes 12,324 639,123 Capital Lease Funding 28,600 317,174 Eagle Hospitality Properties Trust 33,100 333,648 Equity Inns 10,090 163,458 Fieldstone Investment 63,600 750,480 Government Properties Trust 4,600 43,884 + Jameson Inns 161,300 395,185 + Lodgian 97,800 1,358,442 MI Developments Class A 63,400 2,212,660 MortgageIT Holdings 38,200 413,706 Thomas Properties Group 20,400 277,644 --------- 7,386,500 --------- Technology - 11.87% + Agile Software 10,800 82,404 Agilysys 10,255 154,440 + CIBER 28,830 183,935 Cohu 8,050 170,821 + Ducommun 8,005 177,711 EDO 18,600 573,810 + Esterline Technologies 4,050 173,138 + Gerber Scientific 25,000 258,500 + International Rectifier 33,000 1,367,190 + Keane 43,000 677,250 + Mercury Interactive 25,800 897,840 + Metrologic Instruments 25,000 578,250 MTS Systems 3,035 126,954 + Neoware 8,770 259,767 + Novell 27,700 212,736 + Paxar 50,000 978,500 Reynolds & Reynolds Class A 19,000 539,600 Number of Market Shares Value - -------------------------------------------------------------------------------- Common Stock (continued) - -------------------------------------------------------------------------------- Technology (continued) + Solectron 60,000 $ 240,000 Symbol Technologies 105,000 1,110,900 + Thermo Electron 53,000 1,965,770 + Tollgrade Communications 15,815 235,327 United Online 11,710 150,591 + Vishay Intertechnology 67,000 954,080 + Zebra Technologies Class A 20,000 894,400 ---------- 12,963,914 ---------- Transportation - 4.15% + Alaska Air Group 30,000 1,063,500 Alexander & Baldwin 24,200 1,153,855 Overseas Shipholding Group 20,900 1,001,737 SkyWest 6,825 199,768 + YRC Worldwide 29,345 1,116,871 ---------- 4,535,731 ---------- Utilities - 0.89% Alliant Energy 25,600 805,632 Duquesne Light Holdings 9,710 160,215 ---------- 965,847 ---------- Total Common Stock (cost $86,649,774) 100,741,867 ----------- - -------------------------------------------------------------------------------- Exchange Traded Funds - 0.09% - -------------------------------------------------------------------------------- iShares Russell 2000 Value Index Fund 1,370 102,271 ------- Total Exchange Traded Funds (cost $96,586) 102,271 ------- Principal Amount - -------------------------------------------------------------------------------- Repurchase Agreements - 7.83% - -------------------------------------------------------------------------------- With BNP Paribas 4.45% 4/3/06 (dated 3/31/06, to be repurchased at $4,273,584, collateralized by $4,401,000 U.S. Treasury Bills due 4/20/06, market value $4,391,471) $4,272,000 4,272,000 With Cantor Fitzgerald 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $2,056,768, collateralized by $578,000 U.S. Treasury Bills due 6/22/06, market value $572,454 , $667,000 U.S. Treasury Bills due 7/20/06, market value $658,062, $556,000 U.S. Treasury Bills due 8/17/06, market value $546,239 and $323,000 U.S. Treasury Notes 2.625% due 11/15/06, market value $321,819) 2,056,000 2,056,000 64 (continued) Statements of net assets Optimum Small Cap Value Fund Principal Market Amount Value - -------------------------------------------------------------------------------- Repurchase Agreements (continued) - -------------------------------------------------------------------------------- With UBS Warburg 4.48% 4/3/06 (dated 3/31/06, to be repurchased at $2,223,830 collateralized by $2,322,000 U.S. Treasury Bills due 9/28/06, market value $2,269,079) $2,223,000 $2,223,000 ---------- Total Repurchase Agreements (cost $8,551,000) 8,551,000 ---------- Total Market Value of Securities - 100.14% (cost $95,297,360) 109,395,138 Liabilities Net of Receivables and Other Assets - (0.14%) (151,326) ---------- Net Assets Applicable to 8,053,414 Shares Outstanding - 100.00% $109,243,812 =========== Net Asset Value - Optimum Small Cap Value Fund Class A ($13,300,355 / 978,475 Shares) $13.59 ---------- Net Asset Value - Optimum Small Cap Value Fund Class B ($2,358,795 / 176,653 Shares) $13.35 ---------- Net Asset Value - Optimum Small Cap Value Fund Class C ($38,781,376 / 2,904,871 Shares) $13.35 ---------- Net Asset Value - Optimum Small Cap Value Fund Institutional Class ($54,803,286 / 3,993,415 Shares) $13.72 ---------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Components of Net Assets at March 31, 2006: Shares of beneficial interest (unlimited authorization no par) $ 92,853,232 Accumulated net realized gain on investments 2,292,802 Net unrealized appreciation of investments 14,097,778 ------------ Total net assets $109,243,812 ============ + Non-income producing security for the year ended March 31, 2006. Net Asset Value and Offering Price Per Share - Optimum Small Cap Value Fund Net asset value Class A (A) $13.59 Sales charge (5.75% of offering price) (B) 0.83 ---------- Offering price $14.42 ========== (A) Net asset value per share, as illustrated, is the 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 65 Statements of assets and liabilities Optimum Fund Trust March 31, 2006 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 $562,842,262 $195,273,068 $580,003,104 $549,481,836 $118,673,446 $109,395,138 Cash 11,684,493 - 36,624 114,035 6,577 7,094 Foreign currencies 272,675 597,597 32 - - - - Subscriptions receivable 1,979,002 605,713 2,069,438 1,924,552 333,746 282,980 Receivables for securities sold 16,201,611 138,217 1,307,382 3,728,380 33,786 529,964 Dividends receivable 1,450 1,063,213 437,394 927,555 16,417 93,431 Interest receivable 5,396,761 588 3,703 3,988 1,064 1,061 Mark to market on foreign currency contracts 212,457 138,224 - - - - Futures margin receivable 27,445 - - - - - ------------ ------------ ------------ ------------ ------------ ------------ Total assets 598,618,156 197,816,620 583,857,677 556,180,346 119,065,036 110,309,668 ------------ ------------ ------------ ------------ ------------ ------------ Liabilities: Cash overdraft - 467,294 - - - - Payables for securities purchased 43,535,853 1,341,738 4,240,420 15,509,656 493,136 714,825 Liquidations payable 731,869 124,553 273,551 263,348 55,926 73,646 Mark to market on futures contracts 6,989 - - - - - Swap agreement payable 66,120 - - - - - Due to manager and affiliates 516,927 255,310 736,146 613,154 151,312 100,309 Other accrued expenses 216,175 225,834 200,687 292,597 92,246 177,076 Distributions payable 77,997 - - - - - ------------ ------------ ------------ ------------ ------------ ------------ Total liabilities 45,151,930 2,414,729 5,450,804 16,678,755 792,620 1,065,856 ------------ ------------ ------------ ------------ ------------ ------------ Total Net Assets $553,466,226 $195,401,891 $578,406,873 $539,501,591 $118,272,416 $109,243,812 ============ ============ ============ ============ ============ ============ Investments at cost $572,901,745 $166,131,705 $511,533,193 $516,971,194 $ 94,749,135 $ 95,297,360 Foreign currencies at cost $ 273,514 $ 599,759 $ 32 $ - $ - $ - See accompanying notes 66 Statements of operations Optimum Fund Trust Year Ended March 31, 2006 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 $ 14,952 $ 4,976,192 $ 4,314,821 $ 9,159,416 $ 276,173 $ 1,028,473 Interest 21,768,262 172,045 840,711 692,429 227,418 329,370 Foreign tax withheld - (248,212) (87,239) (117,474) (449) (13,539) ------------ ------------ ----------- ----------- ----------- ----------- 21,783,214 4,900,025 5,068,293 9,734,371 503,142 1,344,304 ------------ ------------ ----------- ----------- ----------- ----------- Expenses: Management fees 2,784,184 1,173,105 3,407,574 3,036,354 968,191 886,144 Distribution expenses - Class A 149,124 54,846 133,545 132,578 31,861 36,626 Distribution expenses - Class B 90,249 39,220 90,547 92,037 19,620 21,111 Distribution expenses - Class C 1,622,684 540,862 1,300,309 1,323,092 280,914 315,114 Administration fees 1,588,998 500,650 1,523,544 1,440,858 310,914 296,405 Dividend disbursing and transfer agent fees and expenses 915,815 464,178 923,346 881,073 382,943 385,587 Accounting fees 181,561 86,000 174,171 163,246 51,000 51,000 Professional fees 141,636 81,943 109,145 124,692 41,472 67,593 Trustees fees 82,655 25,150 76,066 72,459 15,700 15,077 Reports and statements to shareholders 90,588 119,836 69,174 160,442 13,840 107,340 Custodian fees 67,142 97,420 34,365 21,860 7,166 9,634 Registration fees 77,020 58,468 87,746 78,347 54,379 54,922 Pricing fees 29,158 12,764 2,811 2,113 1,294 900 Other 54,479 24,500 53,162 45,545 14,000 13,255 ------------ ------------ ------------ ----------- ----------- ----------- 7,875,293 3,278,942 7,985,505 7,574,696 2,193,294 2,260,708 Less expenses absorbed or waived (1,933,524) (349,924) (647,332) (1,133,870) (458,062) (695,176) Less expense paid indirectly (5,911) -- (13) (1,532) (1,034) (1,431) ------------ ------------ ------------ ----------- ----------- ----------- Total expenses 5,935,858 2,929,018 7,338,160 6,439,294 1,734,198 1,564,101 ------------ ------------ ------------ ----------- --------- ----------- Net Investment Income (Loss) 15,847,356 1,971,007 (2,269,867) 3,295,077 (1,231,056) (219,797) ------------ ------------ ------------ ----------- ----------- ----------- Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currencies: Net realized gain (loss) on: Investments (3,081,973) 9,702,570 7,701,325 20,384,446 2,433,962 5,880,382 Futures contracts (92,072) - - - - - Swap agreements (44,434) - - - - - Foreign currencies (674,024) (73,782) (58,974) (422) - 181 ------------ ------------ ------------ ----------- ----------- ----------- Net realized gain (loss) (3,892,503) 9,628,788 7,642,351 20,384,024 2,433,962 5,880,563 Net change in unrealized appreciation/depreciation of investments and foreign currencies (8,491,476) 21,688,222 55,920,475 16,355,560 17,760,785 9,123,924 ------------ ------------ ------------ ----------- ----------- ----------- Net Realized and Unrealized Gain (Loss) on Investments and foreign currencies (12,383,979) 31,317,010 63,562,826 36,739,584 20,194,747 15,004,487 ------------ ------------ ------------ ----------- ----------- ----------- Net Increase in Net Assets Resulting from Operations $ 3,463,377 $ 33,288,017 $ 61,292,959 $40,034,661 $18,963,691 $14,784,690 ============ ============ ============ =========== =========== =========== See accompanying notes 67 Statements of changes in net assets Optimum Fund Trust Optimum Fixed Income Fund Optimum International Fund Year Ended Year Ended Year Ended Year Ended 3/31/06 3/31/05 3/31/06 3/31/05 Increase (Decrease) in Net Assets from Operations: Net investment income $ 15,847,356 $ 5,547,740 $ 1,971,007 $ 163,243 Net realized gain (loss) on investments and foreign currencies (3,892,503) 1,817,567 9,628,788 1,703,638 Net change in unrealized appreciation/depreciation of investments and foreign currencies (8,491,476) (2,333,989) 21,688,222 5,225,103 ------------- ---------- ---------- --------- Net increase in net assets from operations 3,463,377 5,031,318 33,288,017 7,091,984 ---------- ---------- ---------- --------- Dividends and Distributions to Shareholders from: Net investment income: Class A (1,274,163) (607,462) (100,399) - Class B (200,881) (149,152) (5,304) - Class C (3,770,221) (1,862,660) (76,640) - Institutional Class (8,427,841) (2,689,405) (665,959) (10,068) Net realized gain on investments: Class A (58,447) (169,911) (969,277) (70,371) Class B (13,649) (60,676) (244,303) (28,750) Class C (226,703) (711,907) (3,422,034) (247,759) Institutional Class (303,646) (552,891) (4,392,786) (182,693) ------------ ---------- ---------- --------- (14,275,551) (6,804,064) (9,876,702) (539,641) ------------ ----------- ----------- --------- Capital Share Transactions: Proceeds from shares sold: Class A 21,516,919 23,242,345 7,479,635 7,124,904 Class B 1,902,359 4,359,127 706,771 1,644,652 Class C 78,822,876 78,034,924 25,628,967 23,236,383 Institutional Class 195,734,889 138,332,965 49,032,003 37,265,900 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A 1,300,051 752,910 1,055,577 69,669 Class B 201,144 198,379 245,975 28,262 Class C 3,904,936 2,511,297 3,461,735 242,906 Institutional Class 8,460,551 3,143,227 4,970,506 189,814 ----------- ----------- ---------- ---------- 311,843,725 250,575,174 92,581,169 69,802,490 ----------- ----------- ---------- ---------- Cost of shares repurchased: Class A (7,183,605) (2,602,853) (2,104,304) (777,862) Class B (1,063,150) (437,867) (337,867) (192,042) Class C (17,617,845) (7,226,122) (5,391,571) (1,907,718) Institutional Class (41,742,586) (9,763,291) (10,108,871) (5,473,673) ----------- ----------- ----------- ------------ 67,607,186) (20,030,133) (17,942,613) (8,351,295) ----------- ------------ ----------- ------------ Increase in net assets derived from capital share transactions 244,236,539 230,545,041 74,638,556 61,451,195 ----------- ------------ ----------- ------------ Net Increase in Net Assets 233,424,365 228,772,295 98,049,871 68,003,538 Net Assets: Beginning of year 320,041,861 91,269,566 97,352,020 29,348,482 ----------- ------------ ----------- ------------ End of year $ 553,466,226 $ 320,041,861 $ 195,401,891 $ 97,352,020 ============= ============ =========== ============ Undistributed net investment income (accumulated loss) $ 3,066,548 $ 1,244,598 $ 943,832 $ (105,091) =========== ============ =========== ============ See accompanying notes 68 (continued) Statements of changes in net assets Optimum Fund Trust Optimum Large Cap Growth Fund Optimum Large Cap Value Fund Year Ended Year Ended Year Ended Year Ended 3/31/06 3/31/05 3/31/06 3/31/05 Increase (Decrease) in Net Assets from Operations: Net investment income (loss) $ (2,269,867) $ (753,193) $ 3,295,077 $ 892,477 Net realized gain (loss) on investments and foreign currencies 7,642,351 (595,831) 20,384,024 5,105,874 Net change in unrealized appreciation/depreciation of investments and foreign currencies 55,920,475 9,674,113 16,355,560 13,825,365 ---------- --------- ---------- ---------- Net increase in net assets from operations 61,292,959 8,325,089 40,034,661 19,823,716 ---------- --------- ---------- ---------- Dividends and Distributions to Shareholders from: Net investment income: Class A - - (232,766) (56,275) Class B - - - - Class C - - - - Institutional Class - - (2,296,205) (511,745) Net realized gain on investments: Class A - - (1,726,349) (217,926) Class B - - (417,436) (82,157) Class C - - (6,100,367) (809,638) Institutional Class - - (10,676,069) (820,065) ---------- --------- ---------- ---------- - - (21,449,192) (2,497,806) ---------- --------- ---------- ---------- Capital Share Transactions: Proceeds from shares sold: Class A 20,928,160 17,733,530 19,869,935 17,926,107 Class B 1,997,102 4,016,377 1,945,951 4,013,859 Class C 67,942,559 57,805,803 66,507,062 58,790,101 Institutional Class 192,810,241 140,103,883 184,582,292 119,998,337 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A - - 1,934,288 270,439 Class B - - 410,885 80,872 Class C - - 6,036,661 796,609 Institutional Class - - 12,773,412 1,311,059 ---------- --------- ---------- ---------- 283,678,062 219,659,593 294,060,486 203,187,383 ---------- --------- ---------- ---------- Cost of shares repurchased: Class A (5,206,320) (1,646,757) (5,348,169) (1,659,252) Class B (648,672) (288,388) (724,403) (306,639) Class C (11,875,323) (4,197,896) (12,376,689) (4,231,491) Institutional Class (32,322,493) (7,968,074) (28,454,697) (6,974,417) ---------- --------- ---------- ---------- (50,052,808) (14,101,115) (46,903,958) ---------- --------- ---------- ---------- Increase in net assets derived from capital share transactions 233,625,254 205,558,478 247,156,528 190,015,584 ---------- --------- ---------- ---------- Net Increase in Net Assets 294,918,213 213,883,567 265,741,997 207,341,494 ---------- --------- ---------- ---------- Net Assets: Beginning of year 283,488,660 69,605,093 273,759,594 66,418,100 ---------- --------- ---------- ---------- End of year $ 578,406,873 $ 283,488,660 $ 539,501,591 $ 273,759,594 ============= ============= ============= ============= Undistributed net investment income (accumulated loss) $ (21,931) $ (19,460) $ 1,115,374 $ 349,690 ============= ============= ============= ============= See accompanying notes (continued) 69 Statements of changes in net assets Optimum Fund Trust Optimum Small Cap Growth Fund Optimum Small Cap Value Fund Year Ended Year Ended Year Ended Year Ended 3/31/06 3/31/05 3/31/06 3/31/05 Increase (Decrease) in Net Assets from Operations: Net investment loss $ (1,231,056) $ (544,566) $ (219,797) $ (224,636) Net realized gain (loss) on investments 2,433,962 (1,343,168) 5,880,563 3,066,721 Net change in unrealized appreciation/depreciation of investments 17,760,785 3,980,308 9,123,924 2,823,528 ---------- --------- ---------- ---------- Net increase in net assets from operations 18,963,691 2,092,574 14,784,690 5,665,613 ---------- --------- ---------- ---------- Dividends and Distributions to Shareholders from: Net realized gain on investments: Class A - (479) (691,256) (122,848) Class B - (198) (140,472) (42,176) Class C - (1,742) (2,090,114) (445,185) Institutional Class - (2,549) (2,649,173) (415,985) ---------- --------- ---------- ---------- - (4,968) (5,571,015) (1,026,194) ---------- --------- ---------- ---------- Capital Share Transactions: Proceeds from shares sold: Class A 5,208,885 4,186,170 6,124,857 5,061,730 Class B 368,790 858,140 345,948 881,752 Class C 13,465,739 12,540,122 13,083,206 13,687,307 Institutional Class 31,730,182 29,515,787 26,704,023 22,067,117 Net asset value of shares issued upon reinvestment of dividends and distributions: Class A - 472 679,548 120,917 Class B - 195 138,269 41,348 Class C - 1,708 2,068,790 437,878 Institutional Class - 2,524 2,582,357 409,196 ---------- --------- ---------- ---------- 50,773,596 47,105,118 51,726,998 42,707,245 ---------- --------- ---------- ---------- Cost of shares repurchased: Class A (1,294,228) (404,618) (1,927,172) (578,700) Class B (141,727) (61,613) (178,922) (72,026) Class C (2,628,027) (886,607) (3,359,047) (1,223,649) Institutional Class (6,909,249) (8,971,226) (6,157,132) (6,771,964) ---------- --------- ---------- ---------- (10,973,231) (10,324,064) (11,622,273) (8,646,339) ---------- --------- ---------- ---------- Increase in net assets derived from capital share transactions 39,800,365 36,781,054 40,104,725 34,060,906 ---------- --------- ---------- ---------- Net Increase in Net Assets 58,764,056 38,868,660 49,318,400 38,700,325 ---------- --------- ---------- ---------- Net Assets: Beginning of year 59,508,360 20,639,700 59,925,412 21,225,087 ---------- --------- ---------- ---------- End of year $118,272,416 $ 59,508,360 $ 109,243,812 $ 59,925,412 ========== ========== =========== ========== Undistributed net investment income $ - $ - $ - $ - ========== ========== =========== ========== See accompanying notes 70 Financial highlights Optimum Fixed Income Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - --------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - --------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 8.890 $ 8.980 $ 8.500 $8.900 $ 8.990 $ 8.500 Income (loss) from investment operations: Net investment income(2) 0.316 0.279 0.171 0.258 0.221 0.133 Net realized and unrealized gain (loss) on investments and foreign currencies (0.199) (0.061) 0.417 (0.209) (0.055) 0.420 ------- ------- ------- ------ ------- ------- Total from investment operations 0.117 0.218 0.588 0.049 0.166 0.553 ------- ------- ------- ------ ------- ------- Less dividends and distributions from: Net investment income (0.253) (0.228) (0.098) (0.195) (0.176) (0.053) Net realized gain on investments (0.014) (0.080) (0.010) (0.014) (0.080) (0.010) ------- ------- ------- ------ ------- ------- Total dividends and distributions (0.267) (0.308) (0.108) (0.209) (0.256) (0.063) ------- ------- ------- ------ ------- ------- Net asset value, end of period $ 8.740 $ 8.890 $8.980 $8.740 $8.900 $ 8.990 ======= ======= ======= ====== ======= ======= Total return(3) 1.31% 2.59% 6.82% 0.54% 1.88% 6.52% Ratios and supplemental data: Net assets, end of period (000 omitted) $47,956 $33,251 $12,049 $9,278 $ 8,405 $ 4,296 Ratio of expenses to average net assets 1.25% 1.24% 1.20% 1.90% 1.89% 1.85% Ratio of expenses to average net assets prior to expense limitation 1.67% 1.70% 2.25% 2.32% 2.35% 2.90% Ratio of net investment income to average net assets 3.55% 3.12% 2.88% 2.90% 2.47% 2.23% Ratio of net investment income to average net assets prior to expense limitation 3.13% 2.66% 1.83% 2.48% 2.01% 1.18% Portfolio turnover 298% 352% 383% 298% 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 (continued) 71 Financial highlights Optimum Fixed Income Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - --------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 8.900 $ 8.990 $ 8.500 $ 8.890 $ 8.970 $ 8.500 Income (loss) from investment operations: Net investment income(2) 0.258 0.221 0.133 0.348 0.310 0.192 Net realized and unrealized gain (loss) on investments and foreign currencies (0.199) (0.055) 0.420 (0.209) (0.050) 0.407 ------ ------ ----- ----- ----- ----- Total from investment operations 0.059) 0.166 0.553 0.139 0.260 0.599 ------ ------ ----- ----- ----- ----- Less dividends and distributions from: Net investment income (0.195) (0.176) (0.053) (0.285) (0.260) (0.119) Net realized gain on investments (0.014) (0.080) (0.010) (0.014) (0.080) (0.010) ------ ------ ----- ----- ----- ----- Total dividends and distributions (0.209) (0.256) (0.063) (0.299) (0.340) (0.129) ------ ------ ----- ----- ----- ----- Net asset value, end of period $ 8.750 $ 8.900 $ 8.990 $ 8.730 $ 8.890 $ 8.970 ======== ========= ======== ========= ========= ======== Total return(3) 0.65% 1.88% 6.52% 1.56% 2.96% 7.07% Ratios and supplemental data: Net assets, end of period (000 omitted) $186,869 $125,301 $52,649 $ 309,363 $ 153,085 $ 22,276 Ratio of expenses to average net assets 1.90% 1.89% 1.85% 0.90% 0.89% 0.85% Ratio of expenses to average net assets prior to expense limitation 2.32% 2.35% 2.90% 1.32% 1.35% 1.90% Ratio of net investment income to average net assets 2.90% 2.47% 2.23% 3.90% 3.47% 3.23% Ratio of net investment income to average net assets prior to expense limitation 2.48% 2.01% 1.18% 3.48% 3.01% 2.18% Portfolio turnover 298% 352% 383% 298% 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 72 (continued) Financial highlights Optimum International Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 11.660 $ 10.670 $ 8.500 $ 11.530 $ 10.620 $ 8.500 Income (loss) from investment operations: Net investment income (loss)(2) 0.180 0.050 0.021 0.102 (0.020) (0.023) Net realized and unrealized gain on investments and foreign currencies 2.456 1.069 2.155 2.426 1.059 2.149 ---- ----- ------ ------ ----- ----- Total from investment operations 2.636 1.119 2.176 2.528 1.039 2.126 ---- ----- ------ ------ ----- ----- Less dividends and distributions from: Net investment income (0.074) (0.016) Net realized gain on investments (0.752) (0.129) (0.006) (0.752) (0.129) (0.006) ---- ----- ------ ------ ----- ----- Total dividends and distributions (0.826) (0.129) (0.006) (0.768) (0.129) (0.006) ---- ----- ------ ------ ----- ----- Net asset value, end of period $ 13.470 $ 11.660 $ 10.670 $ 13.290 $ 11.530 $ 10.620 =========== =========== =========== =========== ========== ========== Total return(3) 23.54% 10.62% 25.61% 22.81% 9.91% 25.02% Ratios and supplemental data: Net assets, end of period (000 omitted) $20,247 $11,300 $ 4,083 $ 4,594 $3,386 $1,624 Ratio of expenses to average net assets 1.96% 1.98% 1.92% 2.61% 2.63% 2.57% Ratio of expenses to average net assets prior to expense limitation 2.20% 2.30% 3.82% 2.85% 2.95% 4.47% Ratio of net investment income (loss) to average net assets 1.47% 0.45% 0.30% 0.82% (0.20%) (0.35) Ratio of net investment income (loss) to average net assets prior to expense limitation 1.23% 0.13% (1.60%) 0.58% (0.52%) (2.25%) Portfolio turnover 68% 82% 49% 68% 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 (continued) 73 Financial highlights Optimum International Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 11.540 $ 10.620 $ 8.500 $ 11.720 $ 10.690 $ 8.500 Income (loss) from investment operations: Net investment income (loss)(2) 0.102 (0.020) (0.023) 0.224 0.089 0.045 Net realized and unrealized gain on investments and foreign currencies 2.416 1.069 2.149 2.464 1.079 2.151 ----- ----- ------ ------ ----- ----- Total from investment operations 2.518 1.049 2.126 2.688 1.168 2.196 ----- ----- ------ ------ ----- ----- Less dividends and distributions from: Net investment income (0.016) - - (0.106) (0.009) - Net realized gain on investments (0.752) (0.129) (0.006) (0.129) (0.006) ------ ------ ------ ------ ------ ----- Total dividends and distributions (0.768) (0.129) (0.006) (0.858) (0.138) 0.006) ------ ------ ------ ------ ------ ----- Net asset value, end of period $ 13.290 $ 11.540 $ 10.620 $ 13.550 $ 11.720 $10.690 ====== ====== ====== ====== ====== ====== Total return(3) 22.69% 10.01% 25.02% 23.91% 11.08% 25.84% Ratios and supplemental data: Net assets, end of period (000 omitted) $ 70,828 $ 38,517 $ 14,339 $ 99,733 $ 44,149 $ 9,302 Ratio of expenses to average net assets 2.61% 2.63% 2.57% 1.61% 1.63% 1.57% Ratio of expenses to average net assets prior to expense limitation 2.85% 2.95% 4.47% 1.85% 1.95% 3.47% Ratio of net investment income (loss) to average net assets 0.82% (0.20%) (0.35%) 1.82% 0.80% 0.65% Ratio of net investment income (loss) to average net assets prior to expense limitation 0.58% (0.52%) (2.25%) 1.58% 0.48% (1.25%) Portfolio turnover 68% 82% 49% 68% 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 74 (continued) Financial highlights Optimum Large Cap Growth Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 10.020 $ 9.570 $ 8.500 $ 9.910 $ 9.530 $ 8.500 Income (loss) from investment operations: Net investment loss(2) (0.057) (0.036) (0.037) (0.126) (0.099) (0.077) Net realized and unrealized gain on investments and foreign currencies 1.577 0.486 1.107 1.556 0.479 1.107 ----- ----- ----- ----- ----- ----- Total from investment operations 1.520 0.450 1.070 1.430 0.380 1.030 ----- ----- ----- ----- ----- ----- Net asset value, end of period $ 11.540 $10.020 $ 9.570 $ 11.340 $ 9.910 $ 9.530 ====== ====== ===== ====== ===== ===== Total return(3) 15.17% 4.70% 12.59% 14.43% 3.99% 12.12% Ratios and supplemental data: Net assets, end of period (000 omitted) $ 47,283 $26,252 $ 9,337 $ 10,168 $ 7,603 $ 3,568 Ratio of expenses to average net assets 1.69% 1.67% 1.61% 2.34% 2.32% 2.26% Ratio of expenses to average net assets prior to expense limitation 1.84% 1.87% 2.51% 2.49% 2.52% 3.16% Ratio of net investment loss to average net assets (0.52%) (0.37%) (0.61%) (1.17%) (1.02%) (1.26) Ratio of net investment loss to average net assets prior to expense limitation (0.67%) (0.57%) (1.51%) (1.32%) (1.22%) (2.16%) Portfolio turnover 48% 37% 51% 48% 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 (continued) 75 Financial highlights Optimum Large Cap Growth Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 9.910 $ 9.530 $ 8.500 $ 10.080 $ 9.590 $ 8.500 Income (loss) from investment operations: Net investment loss(2) (0.126) (0.099) (0.077) (0.019) (0.002) (0.015) Net realized and unrealized gain on investments and foreign currencies 1.556 0.479 1.107 1.589 0.492 1.105 ------ ------ ------ ------ ------ ------ Total from investment operations 1.430 0.380 1.030 1.570 0.490 1.090 ------ ------ ------ ------ ------ ------ Net asset value, end of period $ 11.340 $ 9.910 $ 9.530 $ 11.650 $ 10.080 $ 9.590 ====== ====== ====== ====== ====== ====== Total return(3) 14.43% 3.99% 12.12% 15.57% 5.11% 12.82% Ratios and supplemental data: Net assets, end of period (000 omitted) $ 164,995 $ 91,434 $ 35,143 $ 355,961 $ 158,200 $ 21,557 Ratio of expenses to average net assets 2.34% 2.32% 2.26% 1.34% 1.32% 1.26% Ratio of expenses to average net assets prior to expense limitation 2.49% 2.52% 3.16% 1.49% 1.52% 2.16% Ratio of net investment loss to average net assets (1.17%) (1.02%) (1.26%) (0.17%) (0.02%) (0.26%) Ratio of netinvestment loss to average net assets prior to expense limitation (1.32%) (1.22%) (2.16%) (0.32%) (0.22%) (1.16%) Portfolio turnover 48% 37% 51% 48% 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 76 (continued) Financial highlights Optimum Large Cap Value Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 10.840 $ 9.830 $ 8.500 $ 10.780 $ 9.810 $ 8.500 Income (loss) from investment operations: Net investment income (loss)(2) 0.092 0.074 0.038 0.021 0.008 (0.003) Net realized and unrealized gain on investments and foreign currencies 0.947 1.100 1.331 0.933 1.098 1.329 ------- ------- ------- ------- ------- ------- Total from investment operations 1.039 1.174 1.369 0.954 1.106 1.326 ------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.065) (0.028) (0.023) - - - Net realized gain on investments (0.494) (0.136) (0.016) (0.494) (0.136) (0.016) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.559) (0.164) (0.039) (0.494) (0.136) (0.016) ------- ------- ------- ------- ------- ------- Net asset value, end of period $ 11.320 $ 10.840 $ 9.830 $ 11.240 $10.780 $9.810 ======= ========= ======== ======== ======= ======= Total return(3) 9.82% 12.04% 16.12% 9.05% 11.36% 15.61% Ratios and supplemental data: Net assets, end of period (000 omitted) $ 45,666 $27,524 $ 9,115 $ 10,103 $ 8,072 $ 3,609 Ratio of expenses to average net assets 1.55% 1.53% 1.50% 2.20% 2.18% 2.15% Ratio of expenses to average net assets prior to expense limitation 1.83% 1.84% 2.52% 2.48% 2.49% 3.17% Ratio of net investment income (loss) to average net assets 0.83% 0.72% 0.59% 0.18% 0.07% (0.06%) Ratio of net investment income (loss) to average net assets prior to expense limitation 0.55% 0.41% (0.43%) (0.10%) (0.24%) (1.08%) Portfolio turnover 52% 38% 38% 52% 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 (continued) 77 Financial highlights Optimum Large Cap Value Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ---------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ---------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 10.780 $ 9.810 $ 8.500 $ 10.860 $ 9.840 $ 8.500 Income (loss) from investment operations: Net investment income (loss)(2) 0.021 0.008 (0.003 0.131 0.110 0.060 Net realized and unrealized gain on investments and foreign currencies 0.933 1.098 1.329 0.936 1.110 1.330 -------- ------- ------- ------- ------- ------- Total from investment operations 0.954 1.106 1.326 1.067 1.220 1.390 -------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net investment income (0.103) (0.064) (0.034) - - - Net realized gain on investments (0.494) (0.136) (0.016) (0.494) (0.136) (0.016) -------- ------- ------- ------- ------- ------- Total dividends and distributions (0.494) (0.136) (0.016) (0.597) (0.200) (0.050) -------- ------- ------- ------- ------- ------- Net asset value, end of period $11.240 $10.780 $9.810 $ 11.330 $10.860 $9.840 ======== ======= ======= ======= ======= ======= Total return(3) 9.16% 11.36% 15.61% 10.19% 12.41% 16.38% Ratios and supplemental data: Net assets, end of period (000 omitted) $163,876 $97,823 $35,732 $319,857 $140,341 $17,962 Ratio of expenses to average net assets 2.20% 2.18% 2.15% 1.20% 1.18% 1.15% Ratio of expenses to average net assets prior to expense limitation 2.48% 2.49% 3.17% 1.48% 1.49% 2.17% Ratio of net investment income (loss) to average net assets 0.18% 0.07% (0.06%) 1.18% 1.07% 0.94% Ratio of net investment income (loss) to average net assets prior to expense limitation (0.10%) (0.24%) (1.08%) 0.90% 0.76% (0.08%) Portfolio turnover 52% 38% 38% 52% 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 78 (continued) Financial highlights Optimum Small Cap Growth Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - -------------------------------------------------------------------------------------------------------------------------------- Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - -------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 11.750 $ 11.260 $ 8.500 $ 11.640 $ 11.230 $ 8.500 Income (loss) from investment operations: Net investment loss(2) (0.176) (0.161) (0.100) (0.257) (0.233) (0.146) Net realized and unrealized gain on investments 2.766 0.653 2.860 2.727 0.645 2.876 -------- ------- ------- ------- ------- ------- Total from investment operations 2.590 0.492 2.760 2.470 0.412 2.730 -------- ------- ------- ------- ------- ------- Less dividends and distributions from: Net realized gain on investments -- (0.002) -- -- (0.002) -- -------- ------- ------- ------- ------- ------- Total dividends and distributions -- (0.002) -- -- (0.002) -- -------- ------- ------- ------- ------- ------- Net asset value, end of period $14.340 $11.750 $11.260 $14.110 $11.640 $11.230 ======== ======= ======= ======= ======= ======= Total return(3) 22.04% 4.37% 32.47% 21.22% 3.67% 32.12% Ratios and supplemental data: Net assets, end of period (000 omitted) $11,984 $6,133 $2,115 $2,285 $1,665 $792 Ratio of expenses to average net assets 1.95% 1.80% 1.81% 2.60% 2.45% 2.46% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.46% 2.69% 4.11% 3.11% 3.34% 4.76% Ratio of net investment loss to average net assets (1.38%) (1.42%) (1.41%) (2.03%) (2.07%) (2.06%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (1.89%) (2.31%) (3.71%) (2.54%) (2.96%) (4.36%) Portfolio turnover 47% 44% 16% 47% 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 (continued) 79 Financial highlights Optimum Small Cap Growth Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ------------------------------------------------------------------------------------------------------------------------------------ Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $11.640 $11.230 $8.500 $11.820 $11.280 $8.500 Income (loss) from investment operations: Net investment loss(2) (0.257) (0.233) (0.146) (0.131) (0.121) (0.075) Net realized and unrealized gain on investments 2.727 0.645 2.876 2.781 0.663 2.855 ----- ----- ----- ----- ----- ----- Total from investment operations 2.470 0.412 2.730 2.650 0.542 2.780 ----- ----- ----- ----- ----- ----- Less dividends and distributions from: Net realized gain on investments - (0.002) - - (0.002) - ------- ------- ------- ------- ------- ------ Total dividends and distributions - (0.002) - - (0.002) - ------- ------- ------- ------- ------- ------ Net asset value, end of period $14.110 $11.640 $11.230 $14.470 $11.820 $11.280 ======= ======= ======= ======= ======= ======= Total return(3) 21.22% 3.67% 32.12% 22.42% 4.81% 32.71% Ratios and supplemental data: Net assets, end of period (000 omitted) $36,537 $19,883 $7,521 $67,466 $31,827 $10,212 Ratio of expenses to average net assets 2.60% 2.45% 2.46% 1.60% 1.45% 1.46% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 3.11% 3.34% 4.76% 2.11% 2.34% 3.76% Ratio of net investment loss to average net assets (2.03%) (2.07%) (2.06%) (1.03%) (1.07%) (1.06%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (2.54%) (2.96%) (4.36%) (1.54%) (1.96%) (3.36%) Portfolio turnover 47% 44% 16% 47% 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 80 (continued) Financial highlights Optimum Small Cap Value Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class A Class B - ------------------------------------------------------------------------------------------------------------------------------------ Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $12.410 $11.010 $ 8.500 $12.280 $10.970 $8.500 Income (loss) from investment operations: Net investment loss(2) (0.022) (0.055) (0.046) (0.102) (0.129) (0.090) Net realized and unrealized gain on investments 2.043 1.801 2.616 2.013 1.785 2.620 ----- ----- ----- ----- ----- ----- Total from investment operations 2.021 1.746 2.570 1.911 1.656 2.530 ----- ----- ----- ----- ----- ----- Less dividends and distributions from: Net realized gain on investments (0.841) (0.346) (0.060) (0.841) (0.346) (0.060) ----- ----- ----- ----- ----- ----- Total dividends and distributions (0.841) (0.346) (0.060) (0.841) (0.346) (0.060) ----- ----- ----- ----- ----- ----- Net asset value, end of period $13.590 $12.410 $11.010 $13.350 $12.280 $10.970 ======= ======= ======= ======= ======= ======= Total return(3) 17.17% 16.12% 30.30% 16.35% 15.35% 29.83% Ratios and supplemental data: Net assets, end of period (000 omitted) $13,300 $ 7,297 $ 2,126 $2,359 $1,859 $ 819 Ratio of expenses to average net assets 1.76% 1.73% 1.67% 2.41% 2.38% 2.32% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 2.58% 2.61% 4.08% 3.23% 3.26% 4.73% Ratio of net investment loss to average net assets (0.17%) (0.47%) (0.69%) (0.82%) (1.12%) (1.34%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (0.99%) (1.35%) (3.10%) (1.64%) (2.00%) (3.75%) Portfolio turnover 42% 46% 40% 42% 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 (continued) 81 Financial highlights Optimum Small Cap Value Fund Selected data for each share of the Fund outstanding throughout each period were as follows: Class C Institutional Class - ------------------------------------------------------------------------------------------------------------------------------------ Year Year 8/1/03(1) Year Year 8/1/03(1) Ended Ended to Ended Ended to 3/31/06 3/31/05 3/31/04 3/31/06 3/31/05 3/31/04 - ------------------------------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $12.280 $10.970 $ 8.500 $12.470 $11.040 $ 8.500 Income (loss) from investment operations: Net investment income (loss)(2) (0.102) (0.129) (0.090) 0.023 (0.014) (0.022) Net realized and unrealized gain on investments 2.013 1.785 2.620 2.068 1.790 2.622 ----- ----- ----- ----- ----- ----- Total from investment operations 1.911 1.656 2.530 2.091 1.776 2.600 ----- ----- ----- ----- ----- ----- Less dividends and distributions from: Net realized gain on investments (0.841) (0.346) (0.060) (0.841) (0.346) (0.060) ------- ------- ------- ------- ------- ------- Total dividends and distributions (0.841) (0.346) (0.060) (0.841) (0.346) (0.060) ------- ------- ------- ------- ------- ------- Net asset value, end of period $13.350 $12.280 $10.970 $13.720 $12.470 $11.040 ======= ======= ======= ======= ======= ======= Total return(3) 16.35% 15.35% 29.83% 17.66% 16.35% 30.66% Ratios and supplemental data: Net assets, end of period (000 omitted) $38,782 $23,869 $ 9,018 $54,803 $26,900 $ 9,262 Ratio of expenses to average net assets 2.41% 2.38% 2.32% 1.41% 1.38% 1.32% Ratio of expenses to average net assets prior to expense limitation and expenses paid indirectly 3.23% 3.26% 4.73% 2.23% 2.26% 3.73% Ratio of net investment income (loss) to average net assets (0.82%) (1.12%) (1.34%) 0.18% (0.12%) (0.34%) Ratio of net investment loss to average net assets prior to expense limitation and expenses paid indirectly (1.64%) (2.00%) (3.75%) (0.64%) (1.00%) (2.75%) Portfolio turnover 42% 46% 40% 42% 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 82 Notes to financial statements Optimum Fund Trust March 31, 2006 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 only to certain eligible 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 and forward foreign cross 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 Trusts 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 Funds 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. (continued) 83 Notes to financial statements Optimum Fund Trust 1. Significant Accounting Policies (continued) 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) for financial reporting purposes. 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 on non-convertible bonds 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 distributions by the issuer. Foreign dividends are also recorded on the ex-dividend date or as soon after the ex-dividend date that the Funds are aware of such dividends, net of all non-rebatable tax withholdings. Withholding taxes on foreign dividends have been recorded in accordance with each Funds understanding of the applicable countrys 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 expect to declare and pay dividends from net investment income, if any, annually. Optimum Fixed Income Fund expects to declare and pay dividends from net investment income quarterly. Each Fund will declare and pay distributions from net realized gain on investments, if any, at least annually, and may distribute net capital gains twice a year. 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, 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. 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 Trusts 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 Funds assets among one or more current or additional sub-advisers, and to monitor the sub-advisers compliance with the relevant Funds investment objective, policies and restrictions. DMC pays 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 84 (continued) Notes to financial statements Optimum Fund Trust 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) 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 - Aberdeen Asset Management Inc. (AAMI)*; Optimum International Fund - Mondrian Investment Partners Limited and Alliance Capital Management L.P.**; Optimum Large Cap Growth Fund - Marsico Capital Management, LLC (Marsico) and T. Rowe Price Associates, Inc.; Optimum Large Cap Value Fund - Massachusetts Financial Services Company and TCW Investment Management Company (TCW)***; 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, Delafield Asset Management (a division of Reich & Tang Asset Management, LLC), and The Killen Group, Inc. (Killen)****. *Effective December 2, 2005, Aberdeen Asset Management Inc. replaced Deutsche Investment Management Americas Inc. as the Funds sub-advisor. ** Effective September 29, 2005, Alliance Capital Management L.P. replaced Marsico Capital Management, LLC as the sub-advisor for Optimum International Fund. ***Effective July 26, 2005, TCW replaced Morgan Stanley Investment Management Inc. as the sub-advisor for Optimum Large Cap Value Fund. ****Effective January 18, 2006, The Killen Group Inc. was added as one of three sub-advisors to the Fund. For the year ended March 31, 2006, 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 ---- ---- ----------- ---------- ----------- ---------- $957,748 $559,738 $1,958,735 $1,703,498 $641,752 $594,103 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, 2006 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% *Effective September 29, 2005, Alliance assumed the sub-advisory relationship from Marsico. Alliance did not charge DMC a sub-advisory fee until approved by the shareholders of Optimum International Fund on December 20, 2005. In the interim period, DMC waived a portion of the management fee equal to the fees which would have been paid to Marsico. This additional waiver was only in effect during the period Alliance provided sub-advisory services at no charge. 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 Trusts 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 Trusts 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 such services, the Trust pays DSC a fee at an annual rate of 0.15% of the Trusts total average daily net assets, subject to certain minimums, plus out-of-pocket expenes. Delaware Distributors, L.P. (DDLP), an affiliate of DMC, serves as the national distributor of each Funds 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. (continued) 85 Notes to financial statements Optimum Fund Trust 2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued) At March 31, 2006, 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 $ 52,445 $ 88,946 $ 277,174 $ 191,231 $ 47,262 $ 2,798 Dividend disbursing, transfer agent fees, accounting and other expenses payable to DSC 263,249 97,849 272,173 255,213 62,611 59,604 Distribution fees payable to DDLP 180,345 68,515 160,325 159,778 35,303 37,907 Other expenses payable to DMC and affiliates* 20,888 - 26,474 6,932 6,136 - *DMC, as part of its administrative services, pays operating expenses on behalf of the Funds and is reimbursed on a periodic basis. Such expenses include items such as printing of shareholder reports, professional fees, registration fees and trustees fees. For the year ended March 31, 2006, DDLP received gross contingent deferred sales charge commissions on redemptions of the Funds Class B and Class C shares, respectively, and these commissions were entirely used to offset up-front commissions previously paid by DDLP to broker-dealers on sales of those shares. Contingent Deferred Contingent Deferred Sales Charge Commissions Sales Charge Commissions ------------------------ ------------------------ Optimum Fixed Income Fund Class B $23,817 Optimum Large Cap Value Fund Class B $18,827 Optimum Fixed Income Fund Class C 45,641 Optimum Large Cap Value Fund Class C 30,804 Optimum International Fund Class B 7,617 Optimum Small Cap Growth Fund Class B 3,443 Optimum International Fund Class C 12,170 Optimum Small Cap Growth Fund Class C 6,560 Optimum Large Cap Growth Fund Class B 17,133 Optimum Small Cap Value Fund Class B 3,829 Optimum Large Cap Growth Fund Class C 32,436 Optimum Small Cap Value Fund Class C 6,096 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, 2006, 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 $1,016,950,052 $159,630,599 $412,338,496 $423,703,282 $72,685,104 $64,301,698 Purchases of U.S. government securities 540,222,151 - - - - - Sales other than U.S. government securities 775,053,692 93,654,448 197,306,733 203,535,660 38,944,400 31,877,412 Sales of U.S. government securities 528,410,627 - - - - - At March 31, 2006, 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 $574,781,406 $167,080,885 $512,350,126 $518,203,825 $94,779,520 $95,345,504 ============ ============ ============ ============ =========== ============ Aggregate unrealized appreciation $1,251,292 $ 30,620,886 $ 74,059,956 $ 45,046,693 $26,114,428 $16,675,214 Aggregate unrealized depreciation (13,190,436) (2,428,703) (6,406,978) (13,768,682) (2,220,502) (2,625,580) ------------ ------------ ------------ ------------ ----------- ----------- Net unrealized appreciation (depreciation) $(11,939,144) $ 28,192,183 $ 67,652,978 $ 31,278,011 $23,893,926 $ 14,049,634 ============ ============ ============ ============ =========== ============ 86 (continued) Notes to financial statements Optimum Fund Trust 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 years ended March 31, 2006 and 2005 was as follows: Year Ended March 31, 2006: Optimum Optimum Optimum Optimum Fixed Income International Large Cap Small Cap Fund Fund Value Fund Value Fund ---- ---- ---------- ---------- Ordinary Income $14,192,009 $7,486,399 $12,984,026 $1,969,351 Long-Term Capital Gain 83,542 2,390,303 8,465,166 3,601,664 ----------- ---------- ----------- ---------- Total $14,275,551 $9,876,702 $21,449,192 $5,571,015 ----------- ---------- ----------- ---------- Year Ended March 31, 2005: Optimum Optimum Optimum Optimum Optimum Fixed Income International Large Cap Small Cap Small Cap Fund Fund Value Fund Growth Fund Value Fund ---- ---- ---------- ----------- ---------- 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 ---------- -------- ---------- ------ ---------- Optimum Large Cap Growth Fund did not make any distributions in either year.Optimum Small Cap Growth Fund did not make any distributions during the year ended March 31, 2006. As of March 31, 2006, the components of net assets on a tax basis were as follows: Optimum Optimum Optimum Fixed Income International Large Cap Fund Fund Value Fund ---- ---- ---------- Shares of beneficial interest $564,292,554 $162,751,135 $503,186,041 Undistributed ordinary income 3,209,248 2,788,391 3,589,953 Undistributed long-term capital gain - 1,682,024 4,001,447 Capital loss carryforward (611,531) - - Post-October losses (1,501,236) - - Post-October currency losses - - (21,931) Unrealized appreciation (depreciation) of investments and foreign currencies (11,922,809) 28,180,341 67,651,363 ------------ ---------- ---------- Net assets $ 553,466,226 $195,401,891 $578,406,873 ============= ============ ============ Optimum Optimum Optimum Large Cap Small Cap Small Cap Value Fund Growth Fund Value Fund ---------- ----------- ---------- Shares of beneficial interest $500,595,764 $93,257,311 $92,853,232 Undistributed ordinary income 3,939,108 - 1,220,773 Undistributed long-term capital gain 3,689,640 1,121,179 1,120,173 Unrealized appreciation of investments and foreign currencies 31,277,079 23,893,926 14,049,634 ---------- ---------- ---------- Net assets $539,501,591 $118,272,416 $109,243,812 ============ ============ ============ (continued) 87 Notes to financial statements Optimum Fund Trust 4. Dividend and Distribution Information (continued) The differences between book basis and tax basis components of net assets are primarily attributable to tax deferral of losses on wash sales, tax treatment of contingent payment debt instruments, mark-to-market on futures contracts, forward foreign currency contracts and passive foreign investment companies. Post-October losses and Post-October currency losses represent losses realized on investment and foreign currency transactions from November 1, 2005 through March 31, 2006 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. Reclassifications are primarily due to tax treatment of net operating losses, dividends and distributions, 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. For the year ended March 31, 2006, the Funds recorded the following 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) $(352,300) $(73,782) $2,267,396 $(422) $1,231,056 $219,797 Accumulated net realized gain (loss) 352,300 73,782 58,974 422 - (219,797) Paid-in capital - - (2,326,370) - (1,231,056) - 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, 2006 will expire as follows: Year of Expiration 2014 ------------------ Optimum Fixed Income Fund $611,531 In 2006, the Funds utilized capital loss carryforwards as follows: Capital Loss Carryforwards Utilized -------- Optimum Large Cap Growth Fund $240,163 Optimum Small Cap Growth Fund 638,746 88 (continued) Notes to financial statements Optimum Fund Trust 5. Capital Shares Transactions in capital shares were as follows: Optimum Optimum Optimum Fixed Income International Large Cap Fund Fund Growth Fund Year Year Year Year Year Year Ended Ended Ended Ended Ended Ended 3/31/06 3/31/05 3/31/06 3/31/05 3/31/06 3/31/05 - ------------------------------------------------------------------------------------------------------------------------------------ Shares sold: Class A 2,411,550 2,604,696 616,189 649,124 1,952,410 1,811,897 Class B 213,339 493,163 59,206 155,552 189,679 422,024 Class C 8,832,658 8,745,628 2,141,181 2,136,364 6,426,511 5,966,892 Institutional Class 21,953,576 15,486,338 4,000,058 3,390,313 17,796,833 14,258,695 ---------- ---------- --------- --------- ---------- ---------- 33,411,123 27,329,825 6,816,634 6,331,353 26,365,433 22,459,508 ---------- ---------- --------- --------- ---------- ---------- Shares issued upon reinvestment of dividends and distributions: Class A 147,102 84,653 87,398 6,568 - - Class B 22,744 22,307 20,671 2,694 - - Class C 441,733 282,189 290,252 23,074 - - Institutional Class 958,739 352,862 408,920 17,714 - - ------- ------- ------- ------ - - 1,570,318 742,011 807,241 50,050 - - --------- ------- ------- ------ - - Shares repurchased: Class A (808,521) (292,493) (169,365) (69,596) (475,458) (167,095) Class B (119,376) (48,904) (27,724) (17,567) (60,469) (29,466) Class C (1,982,783) (807,764) (440,893) (171,311) (1,106,014) (428,897) Institutional Class (4,702,334) (1,098,366) (817,720) (510,431) (2,937,531) (804,930) ----------- ----------- --------- --------- ----------- --------- (7,613,014) (2,247,527) (1,455,702) (768,905) (4,579,472) (1,430,388) ----------- ----------- ----------- --------- ----------- ----------- Net increase 27,368,427 25,824,309 6,168,173 5,612,498 21,785,961 21,029,120 =========== ========== =========== ========= ========== ========== Optimum Optimum Optimum Large Cap Small Cap Small Cap Value Fund Growth Fund Growth Fund Year Year Year Year Year Year Ended Ended Ended Ended Ended Ended 3/31/06 3/31/05 3/31/06 3/31/05 3/31/06 3/31/05 - ------------------------------------------------------------------------------------------------------------------------------------ Shares sold: Class A 1,801,005 1,745,346 412,930 369,365 485,960 435,139 Class B 177,930 402,786 29,986 77,974 28,191 79,351 Class C 6,073,885 5,763,734 1,087,467 1,116,607 1,059,341 1,191,177 Institutional Class 16,691,580 11,651,128 2,503,167 2,602,503 2,111,147 1,898,666 ---------- ---------- ---------- ---------- ---------- ---------- 24,744,400 19,562,994 4,033,550 4,166,449 3,684,639 3,604,333 ---------- ---------- ---------- ---------- ---------- ---------- Shares issued upon reinvestment of dividends and distributions: Class A 177,086 25,981 - 42 54,964 10,324 Class B 37,795 7,883 - 18 11,351 3,579 Class C 555,895 77,527 - 154 169,791 37,840 Institutional Class 1,169,476 124,785 - 226 207,166 34,839 ---------- ---------- ---------- ---------- ---------- ---------- 1,940,252 236,176 - 440 443,272 86,582 ---------- ---------- ---------- ---------- ---------- ---------- Shares repurchased: Class A (481,502) (160,453) (99,159) (35,344) (150,684) (50,198) Class B (65,846) (29,848) (11,149) (5,450) (6,218) Class C (1,125,476) (409,019) (206,396) (78,255) (268,751) (106,442) Institutional Class (2,564,455) (673,193) (534,279) (814,146) (481,357) (616,300) ---------- ---------- ---------- ---------- ---------- ---------- (4,237,279) (1,272,513) (850,983) (933,195) (915,055) (779,158) ---------- ---------- ---------- ---------- ---------- ---------- Net increase 22,447,373 18,526,657 3,182,567 3,233,694 3,212,856 2,911,757 ========== ========== ========== ========== ========== ========== (continued) 89 Notes to financial statements Optimum Fund Trust 6. Foreign Currency 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 and forward foreign cross 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 and forward foreign cross 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 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. Subsequent payments are received from the broker or paid to the broker 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. Swap Agreements The Optimum Fixed Income Fund may enter 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. 9. Credit and Market Risk 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 countrys 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 & Poors Ratings Group and/or Ba or lower by Moodys 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. 90 (continued) Notes to financial statements Optimum Fund Trust 9. Credit and Market Risk (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 Funds 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 its total assets in illiquid securities, which may include securities with contractual restrictions on resale, securities exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and other securities which may not be readily marketable. The relative illiquidity of these securities may impair each Fund from disposing of them in a timely manner and at a fair price when it is necessary or desirable to do so. While maintaining oversight, the Board of Trustees has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of a Funds limitation on investments in illiquid assets. Rule 144A and illiquid securities have been identified on the Statements 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. 10. 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. (continued) 91 Notes to financial statements Optimum Fund Trust 11. 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, 2006, each Fund designates distributions paid during the year as follows: (A) (B) Long-Term Ordinary (C) Capital Gains Income Total Qualifying Distributions Distributions* Distributions Dividends(1) (Tax Basis) (Tax Basis) (Tax Basis) Optimum Fixed Income Fund 1% 99% 100% - Optimum International Fund 24% 76% 100% - Optimum Large Cap Value Fund 39% 61% 100% 63% Optimum Small Cap Value Fund 65% 35% 100% - (A) and (B) are based on a percentage of each Funds total distributions. (C) is based on a percentage of each Funds ordinary income distributions. (1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction. *For the fiscal year ended March 31, 2006 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 Funds intend to designate up to a maximum of the following amounts to be taxed at a maximum rate of 15%. Complete information was computed and reported in conjunction with your 2005 or 2006 Form 1099-DIV, as applicable. Maximum Amount to be Taxed at a Maximum Rate of 15% ------------------------------ Optimum Fixed Income Fund $ 14,952 Optimum International Fund 848,302 Optimum Large Cap Value Fund 2,528,971 The Optimum International Fund intends to pass through foreign tax credits in the maximum amount of $179,143. The gross foreign source income earned during the fiscal year 2006 by Optimum International Fund was $4,785,525. This amount may change depending on the tax laws of certain countries. Complete information will be computed and reported in conjunction with your 2005 or 2006 Form 1099-DIV, as applicable. 92 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, 2006, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period 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, 2006, by correspondence with the Funds 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, 2006, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period 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, 2006 93 Other fund information Optimum Fund Trust Proxy Results The shareholders of Optimum Fund Trust (the "Trust") voted on the following proposals (as applicable) at the special meeting of shareholders on December 20, 2005, as adjourned. The description of each proposal and number of shares voted are as follows: Optimum Large Cap Value Fund 1. To approve a new Sub-Advisory Agreement between Delaware Management Company, a series of Delaware Management Business Trust and the Funds investment manager, and TCW Investment Management Company ("TCW") under which TCW would serve as one of two sub-advisers to such Fund. Affirmative 17,727,404.125 Against 305,364.000 Abstain 557,222.000 Optimum Small Cap Value Fund 2. To approve a new Sub-Advisory Agreement between Delaware Management Company, a series of Delaware Management Business Trust and the Funds investment manager, and The Killen Group, Inc. ("Killen") under which Killen would serve as one of three sub-advisers to such Fund. Affirmative 3,218,386.253 Against 50,956.000 Abstain 91,085.000 Optimum International Fund 3. To approve a new Sub-Advisory Agreement between Delaware Management Company, a series of Delaware Management Business Trust and the Funds investment manager, and Alliance Capital Management L.P. ("Alliance") under which Alliance would serve as one of two sub-advisers to such Fund. Affirmative 5,497,936.120 Against 88,063.000 Abstain 158,484.000 Optimum Fixed Income Fund 4. To approve a new Sub-Advisory Agreement between Delaware Management Company, a series of Delaware Management Business Trust and the Funds investment manager, and Aberdeen Asset Management Inc. ("AAMI") under which AAMI would serve as the Funds sub-adviser. Affirmative 25,985,563.188 Against 401,413.000 Abstain 924,558.000 94 This page intentionally left blank. 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 funds 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. Number of Portfolios in Fund Other Name, Complex(1) Overseen Directorships Address Position(s) Length of Principal Occupation(s) by Trustee Held by Trustee and Age Held with Fund(s) Time Served During Past 5 Years or Officer or Officer - ------------------------------------------------------------------------------------------------------------------------------------ Interested Trustees - ------------------------------------------------------------------------------------------------------------------------------------ Mark S. Casady(2) Trustee April 21, Chairman, President, and 6 None 2005 Market Street 2003 to Chief Executive Officer - Philadelphia, PA present LPL Financial Services 19103 (2005 - Present) Age 45 President and Chief Executive Officer - LPL Financial Services (2004 - 2005) 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 60 Executive Vice President Global Marketing & Client Serivces Delaware Managment 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 67 William W. Hennig Trustee July 17, 2003 Private Investor 6 None 2005 Market Street to present Philadelphia, PA 19103 Age 75 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 Age 57 Whitehead Mann Inc. (Executive Recruiting) (1992 - 2003) - ------------------------------------------------------------------------------------------------------------------------------------ 96 Number of Portfolios in Fund Name, Complex(1) Overseen Address Position(s) Length of Principal Occupation(s) by Trustee and Age Held with Fund(s) Time Served During Past 5 Years or Officer - ------------------------------------------------------------------------------------------------------------------------------- Independent Trustees (continued) - ------------------------------------------------------------------------------------------------------------------------------- Kenneth R. Leibler Trustee July 17, 2003 Chairman - 6 2005 Market Street to present Boston Options Exchange Philadelphia, PA (2005 - Present) 19103 Chairman and Chief Executive Age 57 Officer - Boston Stock Exchange (2001 - 2004) President and Chief Executive Officer - Liberty Financial Companies (Financial Services) (1995 - 2000) Stephen Paul Mullin Trustee and July 17, 2003 President - Econsult Corporation 6 2005 Market Street Chairman to present (Economic Consulting) Philadelphia, PA (2000 - Present) 19103 Age 50 Robert A. Rudell Trustee July 17, 2003 Private Investor 6 2005 Market Street to present (2002 - Present) Philadelphia, PA 19103 Chief Operating Officer - ZSI Age 57 (Asset Management) (1998 - 2002) Jon Edward Socolofsky Trustee July 17, 2003 Private Investor 6 2005 Market Street to present (2002 - Present) Philadelphia, PA 19103 Senior Vice President - The Northern Trust Age 60 (Trust Bank) (1970 - 2001) - ------------------------------------------------------------------------------------------------------------------------------- Officers - ------------------------------------------------------------------------------------------------------------------------------- Michael P. Bishof Senior Vice President July 17, 2003 Mr. Bishof has served in 6 2005 Market Street and Treasurer to present various executive capacities Philadelphia, PA at different times at 19103 Delaware Investments. Age 43 David F. Connor Vice President, Vice President since Mr. Connor has served as 6 2005 Market Street Deputy General July 17, 2003 Vice President and Deputy Philadelphia, PA Counsel, and Secretary and Secretary General Counsel of 19103 since Delaware Investments since 2000. December 6, 2005 Age 42 David P. O'Connor Senior Vice President, October 25, 2005 Mr. O'Connor has served in 6 2005 Market Street General Counsel, to present various executive and legal Philadelphia, PA and Chief capacities at different times at 19103 Legal Officer Delaware Investments. Age 40 Richard Salus Senior January 1, 2006 Mr. Salus has served in 6 2005 Market Street Vice President to present various executive capacities Philadelphia, PA and at different times at 19103 Chief Financial Delaware Investments. Officer Age 42 - ------------------------------------------------------------------------------------------------------------------------------- Other Name, Directorships Address Held by Trustee and Age or Officer - ------------------------------------------------------------------ Independent Trustees (continued - ------------------------------------------------------------------ Kenneth R. Leibler None 2005 Market Street Philadelphia, PA 19103 Age 57 Stephen Paul Mullin None 2005 Market Street Philadelphia, PA 19103 Age 50 Robert A. Rudell Director - 2005 Market Street Medtox Scientific, Inc. Philadelphia, PA (Clinical Lab) 19103 (2002 - Present) Age 57 Director - Heartland Group, Inc. Famliy of Funds (3 mutual funds) (2005 - Present) Jon Edward Socolofsky None 2005 Market Street Philadelphia, PA 19103 Age 60 - ------------------------------------------------------------------ Officers - ------------------------------------------------------------------ Michael P. Bishof None(3) 2005 Market Street Philadelphia, PA 19103 Age 43 David F. Connor None(3) 2005 Market Street Philadelphia, PA 19103 Age 42 David P. O'Connor None(3) 2005 Market Street Philadelphia, PA 19103 Age 40 Richard Salus None(3) 2005 Market Street Philadelphia, PA 19103 Age 42 - ------------------------------------------------------------------ (1) The term "Fund Complex" refers to the Funds in the Optimum Fund Trust. (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. (3) Messrs Bishof, Connor, O'Connor and Salus also serve in similar capacities for the Delaware Investments Family of Funds, a fund complex also managed and distributed by Delaware Investments with 87 funds. 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. 97 About the organization 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 Mark S. Casady Chairman, President and Chief Executive Officer LPL Financial Services John C.E. Campbell Executive Vice President Delaware Investments Nicholas D. Constan Adjunct Professor - University of Pennsylvania William W. Hennig Private Investor Durant Adams Hunter Principal - Ridgeway Partners Kenneth R. Leibler Chairman Boston Options Exchange Stephen Paul Mullin Principal - Econsult Corporation Robert A. Rudell Private Investor Jon Edward Socolofsky Private Investor Affiliated Officers Michael P. Bishof Senior Vice President and Treasurer Optimum Fund Trust Philadelphia, PA David F. Connor Vice President, Deputy General Counsel and Secretary Optimum Fund Trust Philadelphia, PA David P. O'Connor Senior Vice President, General Counsel and Chief Legal Officer Optimum Fund Trust Philadelphia, PA Richard Salus Senior Vice President and Chief Financial Officer Optimum Fund Trust Philadelphia, PA Contact Information Investment Manager Delaware Management Company, a Series of Delaware Management Business Trust Philadelphia, PA National Distributor Delaware Distributors L.P. Philadelphia, PA Shareholder Servicing, Dividend Disbursing and Transfer Agent Delaware Service Company Inc. 2005 Market Street Philadelphia, PA 19103-7094 For Shareholders 800 914-0278 For Securities Dealers and Financial Institutions Representatives Only 800 362-7500 Web Site www.optimummutualfunds.com 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 Forms 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 Funds 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 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 the Fund's Web site at http://www.optimummutualfunds.com; and (ii) on the Commission's Web site at http://www.sec.gov. 98 This page intentionally left blank. [LOGO] Delaware Investments(R) ----------------------------------- A member of Lincoln Financial Group (440) Printed in the USA AR-901 [3/06] CGI 5/06 ANN-0604-OPT PO10988 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 Delaware Investments' internet website at WWW.DELAWAREINVESTMENTS.COM. Any amendments to the Code of Business Ethics, and information on any waiver from its provisions granted by the registrant, will also be posted on this website within five business days of such amendment or waiver and will remain on the website for at least 12 months. Item 3. Audit Committee Financial Expert The registrant's Board of Trustees/Directors has determined that each member of the registrant's Audit Committee is an audit committee financial expert, as defined below. For purposes of this item, an "audit committee financial expert" is a person who has the following attributes: a. An understanding of generally accepted accounting principles and financial statements; b. The ability to assess the general application of such principles in connection with the accounting for estimates, accruals, and reserves; c. Experience preparing, auditing, analyzing, or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the registrant's financial statements, or experience actively supervising one or more persons engaged in such activities; d. An understanding of internal controls and procedures for financial reporting; and e. An understanding of audit committee functions. An "audit committee financial expert" shall have acquired such attributes through: a. Education and experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor or experience in one or more positions that involve the performance of similar functions; b. Experience actively supervising a principal financial officer, principal accounting officer, controller, public accountant, auditor, or person performing similar functions; c. Experience overseeing or assessing the performance of companies or public accountants with respect to the preparation, auditing, or evaluation of financial statements; or d. Other relevant experience. The registrant's Board of Trustees/Directors has also determined that each member of the registrant's Audit Committee is independent. In order to be "independent" for purposes of this item, the Audit Committee member may not: (i) other than in his or her capacity as a member of the Board of Trustees/Directors or any committee thereof, accept directly or indirectly any consulting, advisory or other compensatory fee from the issuer; or (ii) be an "interested person" of the registrant as defined in Section 2(a)(19) of the Investment Company Act of 1940. The names of the audit committee financial experts on the registrant's Audit Committee are set forth below: Kenneth R. Leibler Robert A. Rudell Jon E. Socolofsky 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 $125,700 for the fiscal year ended March 31, 2006. 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. (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, 2006. 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 and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $13,300 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 $0for 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 and other service providers under common control with the adviser 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. (c) Tax fees. The aggregate fees billed by the registrant's independent auditors for tax-related services provided to the registrant were $21,900 for the fiscal year ended March 31, 2006. 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 returns and review of annual excise distribution calculations. The aggregate fees billed by the registrant's independent auditors for tax-related services provided to the registrant's investment adviser and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant's fiscal year ended March 31, 2006. 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 returns and review of annual excise distribution calculations. The aggregate fees billed by the registrant's independent auditors for tax-related services provided to the registrant's adviser and other service providers under common control with the adviser 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. (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, 2006. 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 and other service providers under common control with the adviser and that relate directly to the operations or financial reporting of the registrant were $0 for the registrant's fiscal year ended March 31, 2006. 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 and other service providers under common control with the adviser 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. (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 and other service providers under common control with the adviser were $212,460 and $239,134 for the registrant's fiscal years ended March 31, 2006 and March 31, 2005, 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 second fiscal quarter of the period covered by the report to stockholders included herein (i.e., the registrant's fourth fiscal quarter) 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. Optimum Fund Trust John C.E. Campbell - -------------------------------- By: John C.E. Campbell Title: Chief Executive Officer Date: June 6, 2006 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 6, 2006 Michael P. Bishof - -------------------------------- By: Michael P. Bishof Title: Chief Financial Officer Date: June 6, 2006