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, 2009

Item 1. Reports to Stockholders

Optimum Fund Trust 

May 29, 2009

This brochure accompanies an annual report for the information of Optimum Fund Trust shareholders, but it may be used with prospective investors when preceded or accompanied by a current prospectus for Optimum Fund Trust. You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The prospectus contains this and other important information about the Funds. Prospectuses for Optimum Fund Trust are available from your financial advisor, online at www.optimummutualfunds.com, or by phone at 800 914-0278. Please read the prospectus carefully before you invest or send money. The figures in the annual report for Optimum Fund Trust represent past results, which are not a guarantee of future results. The return and principal value of an investment in a Fund will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be higher or lower than the performance data quoted.

Optimum Fixed Income Fund

Optimum International Fund

Optimum Large Cap Growth Fund

Optimum Large Cap Value Fund

Optimum Small-Mid Cap Growth Fund

Optimum Small-Mid Cap Value Fund

Annual Report 

March 31, 2009 

Table of contents

> Portfolio management review
Optimum Fixed Income Fund	1
Optimum International Fund	4
Optimum Large Cap Growth Fund	6
Optimum Large Cap Value Fund	9
Optimum Small-Mid Cap Growth Fund	12
Optimum Small-Mid Cap Value Fund	14
> Performance summary
Optimum Fixed Income Fund	18
Optimum International Fund	22
Optimum Large Cap Growth Fund	24
Optimum Large Cap Value Fund	26
Optimum Small-Mid Cap Growth Fund	28
Optimum Small-Mid Cap Value Fund	30
> Disclosure of Fund expenses	32
> Sector/Country allocations,
credit quality breakdown and top 10 holdings	34
> Financial statements
Statements of net assets	38
Statements of assets and liabilities	80
Statements of operations	81
Statements of changes in net assets	82
Financial highlights	85
Notes to financial statements	109
> Report of independent
registered public accounting firm	122
> Other fund information	123
> Board of trustees and officers addendum	124
> About the organization	126

The views expressed in this report are as of March 31, 2009, and are subject to change at any time based on
market or other conditions. The portfolios are actively managed and current holdings may differ.

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.

© 2009 Delaware Distributors, L.P.

All third-party trademarks are the property of their respective owners.

Portfolio management review

Optimum Fixed Income Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum Fixed Income Fund (Class A shares)	1-year return	-7.82%
Barclays Capital U.S. Aggregate Index (benchmark)	1-year return	+3.14%
For complete, annualized performance for Optimum Fixed Income Fund, please see the table on page 16. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisor

TCW Investment Management Company (TCW)

Optimum Fixed Income Fund underperformed its benchmark, returning -7.82% at net asset value and -11.96% at maximum offer price for the fiscal year ended March 31, 2009 (both figures reflect performance for Class A shares with all distributions reinvested). By comparison, the Fund’s benchmark — the Barclays Capital U.S. Aggregate Index (formerly the Lehman Brothers U.S. Aggregate Index) — returned +3.14%. For complete annualized performance, please see the table on page 16.

Although investors have experienced many extremes since the start of the credit crisis, none compared to the historic economic and market events that took place during the latter half of the fiscal period. These were among the events:

• The federal funds target rate dropped to effectively zero.
   
• Yields on 10-year Treasury notes declined to almost 2.0%.
   
• In 2008 the S&P 500 Index completed its worst calendar year, in terms of performance, since the Great Depression.
   
• Corporate bond spreads exceeded 6% in investment grade and 19% in high yield.
   
• Conforming 30-year fixed mortgage rates approached record lows of nearly 4.7%.

Furthermore, truly historic weakness across a wide range of indicators, including employment data, retail, housing and auto sales, and forecasted gross domestic product fueled a “flight to quality” across investment sectors.

In recent months, the U.S. Federal Reserve had been a primary source of extraordinary actions, which included its plan to purchase more than $1.7 trillion in government securities, the expansion of the Term Asset-Backed Securities Loan Facility (TALF) to include commercial mortgage-backed securities (CMBS) and non agency mortgage-backed securities (MBS), and the more than 100% year-over-year growth in the monetary base. These initiatives, which are likely to push the size of the Fed’s balance sheet to more than $3 trillion, have been made in an attempt to help stabilize the economy by late 2009 over the near term.

DMC

The portion of Optimum Fixed Income Fund managed by DMC employs a diversified “core plus” investment strategy. This means that DMC invests the core of its assets under management in U.S. investment grade securities, and then strategically allocates other assets to additional fixed income markets. These sectors include U.S. high yield bonds, as well as established and emerging international markets.

As the Fund’s fiscal year started in 2008, the economy had already entered a recession as defined by the National Bureau of Economic Research. The U.S. Congress and the Bush administration attempted to combat the slowdown with a stimulus package aimed at helping consumer spending. By the first quarter of 2008, we had repositioned our high grade corporate exposure in an attempt to be more defensive. We invested in traditionally defensive sectors, such as energy, utility, communications, healthcare, and non cyclical industrials. We also reduced emerging market exposure and increased agency debt (at the expense of very low yielding U.S. Treasury notes) during the Fund’s fiscal year. Even with

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Portfolio management review

Optimum Fixed Income Fund

these risk management measures, the Fund experienced price declines as investors intensely sold off virtually all “risk” during the fourth quarter of 2008. The hardest-hit areas of the holdings were the high yield bond and loan areas, emerging markets, and non agency prime mortgage investments.

In particular, during the fiscal year our portion of the Fund included exposure to certain underperforming sectors (such as high yield bonds, non agency mortgage bonds, and emerging markets bonds) which are not represented in the Barclays Capital U.S. Aggregate Index. Our high yield bond exposure during the Fund’s fiscal year was meaningfully influenced by a general decline in high yield bond prices. This sector experienced deterioration as hedge funds and other institutional investors experienced redemptions that led to significant selling pressure. The continued environment of house price depreciation and rising foreclosures significantly influenced the deterioration of pricing of non agency mortgage bonds. Emerging market bonds and currencies were heavily influenced by the sharp slowdown in global economic activity and also performed poorly during the period. Each of these sectors contributed to our underperformance versus the Fund’s benchmark.

After the failure of Lehman Brothers, the nationalization of AIG, and the application of Troubled Asset Relief Program (TARP) funds, our analysts began to grow more comfortable with investments in the finance and banking sectors. We began adding to positions in this area after the initial TARP grants. In mid-December, with high grade corporate yield premiums near all-time highs, we increased investments in this area. We also increased other high-quality corporate sectors at the expense of agency debt and agency mortgage-backed securities. We also added high yield corporate bonds and loans to the holdings. Although the higher-quality parts of the high yield bond and loan areas experienced nice rallies, particularly late in the fiscal year, the performance of the high grade corporate sector has been somewhat disappointing. The Fund’s allocation to banking includes what we consider well-run and well-capitalized banks, yet these bonds have failed to participate with other sector rallies. We will closely monitor this situation for possible risk management remedies.

TCW

Due to the extreme market volatility that took place during the fiscal year, our strategy included opportunistically liquidating many of our CMBS, asset-backed securities, and corporate bond holdings as market conditions allowed. We believe we were successful in selling these positions at relatively attractive levels, and used the proceeds to purchase both agency and non agency mortgages. We believe there is still value in these sectors because assets remain at relatively low trading levels, with some offering double-digit yields.

Regarding detractors to performance, the nonagency collateralized mortgage obligation (CMO) sector continued to underperform for the period, as further downgrades and forced selling continued to weigh on the market. Our exposure to these non agency CMOs, which are not represented in the Barclays Capital U.S. Aggregate Index, contributed to our significant underperformance versus the Fund’s benchmark during the fiscal year.

However, this sector showed signs of improvement toward the end of March 2009, driven primarily by the announcements of government intervention in the housing market. As prices in the mortgage market continued to depend more on technical considerations than on fundamental values, we added non agency CMOs to our portfolio. We believe these securities offer deep discounts and very attractive yields.

Agency mortgage performance during the period continued to be strongly influenced by the unprecedented number of new government programs and initiatives, as well as the general weakness of the housing market and economy. We have found increased value in agency CMOs, as liquidity concerns continue to keep less opportunistic investors sidelined. Specifically, we have been purchasing agency inverse interest only securities in our portfolio because we believe they are being priced with the expectation of elevated future prepayment levels.

2

Weak commercial real estate fundamentals and macroeconomic concerns adversely affected our CMBS holdings. In addition, CMBS is not a sector that is heavily represented in the Barclays Capital U.S. Aggregate Index, and the losses incurred by the CMBS portion of our portfolio added to our underperformance versus the Fund’s benchmark. Toward the end of the period, however, we pared down our CMBS exposure and focused on reducing our holdings in more credit-sensitive and longer-duration bonds. As a result, we were able to mitigate losses in this sector, by avoiding the massive widening of CMBS spreads during the fourth quarter of 2008.

Our outlook for CMBS remains cautious because current market conditions seem to be dictated by government initiatives. We are also wary because of deteriorating real estate fundamentals, rising delinquencies, and rating downgrades. The corporate market has remained difficult, with market activity slowing toward the end of the period. We remain diligent and focused on collateral quality, cash flow, and structure as a basis for security selection.

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Portfolio management review

Optimum International Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum International Fund (Class A shares)	1-year return	-46.64%
MSCI EAFE Index (benchmark)	1-year return	-46.20%
For complete, annualized performance for Optimum International Fund, please see the table on page 19. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisors

Mondrian Investment Partners Limited (Mondrian)
BlackRock Advisors LLC (BlackRock)

The already deeply troubled global economy deteriorated sharply in the second half of 2008 and into the new year. Leading economic indicators registered a significant and synchronized downturn in global growth during the Fund’s fiscal year ended March 31, 2009. Stocks were extremely weak on the year as a result of world-wide economic turmoil. Monetary and fiscal authorities around the globe struggled to gauge the magnitude and composition of policy action appropriate to address both tightening credit conditions and rapidly weakening demand. Governments and central banks took unprecedented action with unprecedented monetary and fiscal stimulus in an effort to reignite the flow of credit and spur economic growth.

Stocks generally rallied during a roughly six-week period that ran from late November 2008 through early January 2009 in which the benchmark MSCI EAFE (Europe, Australasia, Far East) Index advanced more than 20%. However, the gain for that index was followed by an extreme decline into March 2009. The difficult one-year period that ended March 31, 2009, closed with another several-week rally that stemmed from signs recessionary data might be moderating in the United States. Generally, global markets exhibited a high degree of volatility throughout the year due to the extreme lack of visibility regarding future corporate earnings and the difficulty of anticipating when the financial markets and the economy will begin to stabilize.

Overall, markets encompassed by the Fund and MSCI EAFE fell by at least 40% during the fiscal year, with the exception of Japan, which declined by 36%. Ireland was the worst performing market in the whole of EAFE, down almost 75%, and Germany, France, and the United Kingdom were each down by almost 50%. The Pacific region fared a little better than Europe. Australia and New Zealand fell by 45% and 47%, respectively, over the fiscal year. Hong Kong declined 40%, and Singapore was down 48%.

Mondrian

We believe we have a distinct value style in our management of equities and aim to keep our holdings in a position of low volatility while attempting to benefit from competitive performance in declining markets. All sectors represented in the portion of the Fund we managed fell during the fiscal period ended March 31, 2009. The strongest sectors were healthcare and telecommunications services, which have historically performed well during economic downturns. The weakest sector was financials, which incurred a precipitous decline of almost 60%. The materials sector also fell sharply.

Regarding notable country weightings, our position in the Taiwanese market and our avoidance of the underperforming Irish, Greek, and Austrian markets were helpful. An underweight position in the outperforming Swiss market, including exposure to Swiss currency, was a drag on performance.

Our currency hedges, in which we moved out of overvalued and underperforming sterling, and out of the euro, contributed to overall Fund performance. An overweight in the Australian dollar was not helpful as that currency fell strongly over the period. This disappointment was offset by our overweight in the Japanese yen, which rose strongly against the dollar.

4

The strongest performing stocks in our portion of the Fund were in Asia and include Hong Kong Electric Holdings and Taiwan Semiconductor Manufacturing. Some of our financial stocks experienced a sharp decline in price as the effects of the financial crisis were felt across the sector. Stocks that performed weakly included the Belgian financials company Fortis.

BlackRock

After assuming sub-advisory responsibility for a portion of Optimum International Fund in December 2008, the management team immediately realigned its portion of the Fund to better reflect our investment style and fundamental views. BlackRock manages its portion of the Fund based on a consistently applied active investment process that is highly disciplined, research-intensive, and attentive to risk. Through rigorous analysis of companies and their respective industries, we seek to identify companies that are well positioned to meet or exceed consensus expectations and potentially offer an attractive risk and reward opportunity.

Given the uncertain outlook, and our preferred approach of balancing risk exposures across the holdings we select, our performance relative to the benchmark index was driven by individual stocks rather than broad sector allocation decisions. The financial sector was one of the weakest performing sectors, but it was our biggest source of strength compared to the benchmark, as our holdings fared better than the index grouping and we had less overall exposure to the sector. Other significant contributors to performance came from industrials stocks, an overweight compared to the benchmark in the materials sector, and an underweight in energy.

In contrast, consumer discretionary holdings detracted from relative results, as did our underweight in stocks from Asia, excluding Japan. Europe and Japan were the weakest performing regions during the last quarter of the fiscal year.

The strength of the U.S. dollar against other currencies also weighed on returns during the time we managed assets for the Fund, although our sleeve’s exposure was largely in line with that of the benchmark.

At the end of the reporting period, the BlackRock-managed portion of the Fund remained relatively neutral versus the benchmark with respect to sector and regional positioning. In our opinion, strong stock selection and sound risk management offer the best chance of success in the current environment.

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Portfolio management review

Optimum Large Cap Growth Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum Large Cap Growth Fund (Class A shares)	1-year return	-37.70%
Russell 1000® Growth Index (benchmark)	1-year return	-34.28%
For complete, annualized performance for Optimum Large Cap Growth Fund, please see the table on page 22. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisors

Marsico Capital Management, LLC (Marsico)
T. Rowe Price Associates, Inc. (T. Rowe Price)
Fred Alger Management, Inc. (Fred Alger)

U.S. equities were pummeled for much of the Fund’s fiscal year ended March 31, 2009, battered by collapsing economic growth, dysfunctional credit markets, a hobbled housing industry, and a massive investor “flight to safety,” among other factors. Negative economic developments trumped a remarkable and enormous amount of fiscal and monetary policy responses that were enacted or announced around the globe, geared at stabilizing the capital markets and stimulating economic activity.

The Russell 1000 GrowthIndex registered steep double-digit declines over the 12-month period, although sector performances varied widely. Healthcare, consumer staples, and telecommunication services were the best performing sectors, as investors flocked to the traditionally defensive stocks. The financials sector was the worst performer, with widespread concern about the shortage of capital at many firms. The energy, utilities, industrials and business services sectors also performed poorly as global demand stalled and energy prices declined.

Some economic clouds began to recede as the period drew to a close, and stock markets showed signs of life. But the displacement caused by massive deleveraging among financial institutions hardly seems over, and continued strains from the economic recession are likely to remain considerable for some time. The major recession has resulted in extremely low valuations of equities relative to other asset classes based on certain analyses. Corporate earnings could be a telltale sign of economic recovery and renewed consumer and investor confidence.

Marsico

The Marsico investment approach emphasizes the stocks of what we believe are high-quality companies with compelling potential for long-term capital appreciation. The investment process combines top-down macroeconomic and industry analysis with bottom-up stock selection. A fundamental aspect of our approach is that we internally formulate an investment hypothesis and then rigorously test that hypothesis through multi pronged, hands-on analysis.

During the Fund’s fiscal year, we increased our exposure to information technology, materials, and consumer staples, and we decreased exposure to telecommunication services, energy, and financials sectors. These changes were primarily a result of our standard process for selecting stocks. Stock choices in the materials sector were positive contributors to performance during the period. Collectively, our holdings in the sector outperformed those of the comparable benchmark-index sector.

For much of the year, our portion of the Fund maintained an overweight position in the financials sector, the weakest performing sector in the benchmark index. This positioning hurt performance results. Stock selection within the industrials sector was also a source of underperformance for our segment of the Fund. Railroad operators Union Pacific and Norfolk Southern, and aerospace-defense companies General Dynamics and Lockheed Martin were among the largest individual detractors during the year.

6

By maintaining an underweighted posture in healthcare and consumer staples, the two strongest performing sectors in the benchmark index, our portion of the Fund incurred an opportunity cost.

T. Rowe Price

Energy holdings were the leading source of strength in our section of the Fund, while significant underweights compared to the benchmark index in industrials and business services, and an avoidance of utilities stocks, also contributed to overall results. Our consumer staples and telecommunication services holdings were sources of weakness.

Large integrated oil companies, which are less reliant on energy prices, were the primary driver of performance for the T. Rowe Price–managed segment of the Fund. Companies such as Chevron, Exxon Mobil, and Petroleo Brasileiro outperformed the overall sector as energy prices declined sharply in the second half of 2008. Our portion of the Fund remained slightly underweight to the benchmark in energy stocks at the Fund’s fiscal year end.

Schlumberger, the global oilfield services company, was a notable underperformer, as was Smith International, the Texas-based supplier of products to the gas and oil industry. Both companies are heavily influenced by the price of oil and therefore sustained severe losses as energy prices declined in the second half of 2008. We maintained positions in both firms, believing in their ability to rebound with the increasing global demand for petroleum and other energy sources.

Industrials and business services were among the worst performers in the Russell 1000 Growth Index, although Danaher, a diversified machinery company, was a source of relative strength for the Fund. We believe the company’s outperformance is a benefit of its diversification, which traditionally has offered opportunity for longer-term, more stable growth and fewer fluctuations based on change in the marketplace. Our portion of the Fund remains underweight to the benchmark in industrials, with concentrations in just a few industries, such as machinery, air freight, and logistics. Growth opportunities in the sector appear limited to us, given the dramatic falloff in global demand. Consumer staples was by far the leading area of underperformance in our portion of the Fund, due to both the weaker returns generated by our holdings and our significant underweight to the sector, which was among the strongest in the Russell 1000 Growth Index. Investors favored these defensive stocks, which are typically less sensitive to market volatility, and pushed valuations to inflated levels.

Our telecommunication services holdings were also a source of relative weakness for the Fund. The market seemed to favor large diversified companies rather than the wireless communication companies that we favor.

Fred Alger

We employ a bottom-up investment process to identify what we believe are the fastest-growing companies in their respective sectors. Due to our experience and expertise in information technology and healthcare, we have traditionally held large weightings in these two sectors, which were the largest in our portion of the Fund at the end of the Fund’s fiscal year.

The information technology and consumer staples sectors were sources of strength relative to the benchmark index, while materials and financials were weak.

Within the index, industrials were particularly weak during the period, but we were underweight this area because, as growth investors, we generally avoid owning stocks driven by commodity prices or economic cycles. We prefer to own companies that we believe are undergoing positive life-cycle changes or high unit-volume growth. We believe these factors make them the fastest-growing companies in their sectors.

Microsoft was among the best performers in our portion of the Fund. Despite what has been espoused in the media, we believe Microsoft continues to be a growth company. Its growth prospects remain solid compared to its price in our opinion. Microsoft has displayed continued growth in its software lines and is set to introduce a new operating system later this year or early next year. Importantly, approximately 70% of its revenue is coming from areas

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Portfolio management review

Optimum Large Cap Growth Fund

other than its Windows operating system. We believe there will continue to be a place for Microsoft as it looks to increase scale to compete with Google.

Google was another important contributor, as the company benefited from a growing international volume of Web searches during the period. We continue to hold Google stock because of its existing ability to generate free cash flow and its high level of liquidity.

Weatherford International and Nintendo were weak performers. Oilfield services company Weatherford suffered a 1% decline in its North American active rig count between 2007 and 2008, according to the company. We have maintained our position in the stock and believe the company can deliver value to shareholders as it shifts away from the North American market toward markets in the Eastern Hemisphere.

Nintendo suffered from what we consider indiscriminate selling as the market fell. We believe that the gaming market retains some recession-proofing and that the company has good growth prospects. It continues to innovate, introducing new products and expanding product lines to compete.

8

Optimum Large Cap Value Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum Large Cap Value Fund (Class A shares)	1-year return	-38.97%
Russell 1000® Value Index (benchmark)	1-year return	-42.42%
For complete, annualized performance for Optimum Large Cap Value Fund, please see the table on page 24. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisors

TCW Investment Management Company (TCW)
Massachusetts Financial Services Company (MFS)

During the Optimum Large Cap Value Fund fiscal year, which ended March 31, 2009, the peaking credit crisis in the mortgage market and related industries effected huge changes in the economies of the United States and countries around the world. The subsequent effects of government intervention were felt across the economy through banking bailouts, the takeover of AIG, and the conversion of Fannie Mae and Freddie Mac. U.S. government action resulted in the Troubled Asset Relief Program (TARP) and the Term Asset-Backed Securities Loan Facility (TALF).

Early in 2008, troubles in the housing and mortgage markets seemed to suggest only a minor slowdown in corporate profitability and economic growth. Beginning in September 2008, however, overall economic activity essentially ground to a halt as troubles in the financial sector suddenly mushroomed. What had previously been a problem of large financial institutions holding poorly performing assets quickly became a widespread contraction in credit markets. Valuation multiples in the stock market also contracted significantly while risk premiums in the bond market soared.

Gross domestic product data released in February 2009 indicated that the U.S. economy had shrunk by more than 6.0% during the fourth quarter of 2008, and that almost every major component of the economy (with the notable exception of government spending) declined. While a reduction in exports and a decline in the equipment and software sector were notable, retail sales figures were perhaps most worrisome, as consumers significantly cut back on their spending during the quarter.

Equity investors seemed to take their cues from the almost daily dose of economic news, driving major indices to levels not seen in more than 10 years. For example, the Dow Jones Industrial Average nosedived below 6,600, while the S&P 500 Index dropped below 700. Beginning in mid-March 2009, however, investors welcomed tentative signs that the dramatic economic weakening of the prior six months was potentially giving way to a moderation in the overall contraction and major equity indices climbed off their lows.

Signs of optimism surfaced in March as some of the economic data had a more positive tone that suggested to some that the recession had perhaps bottomed. For example, the U.S. Commerce Department reported that durable-goods orders increased in February. It also announced that new-home sales exceeded expectations. In addition, a National Association of Realtors report showed that existing-home sales rose in February.

TCW

Our strategy in the Fund has not changed over the fiscal year. Specifically, the investment philosophy and process is designed to select securities based on fundamental stock selection rather than economic trends. In fact, we believe that increased volatility has presented great opportunities that fit within our parameters. Consequently, we have attempted to take advantage of these opportunities by selling certain positions at our upside price targets. We believe we are also finding attractive companies with upside catalysts that currently meet our valuation criteria.

When comparing returns to the benchmark index, sector positioning played a role. Our portion of the Fund benefited from an overweight in telecommunications, one

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Portfolio management review

Optimum Large Cap Value Fund

of the best performing sectors during the year, and an underweight in poor-performing industrials.

Our overweight position in consumer discretionary stocks, which slightly outperformed the broader market, also contributed favorably. Our holdings in this sector were led by Regal Entertainment Group and Gap, as well as by home improvement company The Home Depot and homebuilder Lennar. The latter pair benefited late in the period as U.S. sales of previously owned homes climbed unexpectedly in February 2009. Bargain hunters in the residential housing market took advantage of foreclosures, easier access to financing, and improved mortgage rates.

Other sector weightings compared to the benchmark played a role in downside performance. An overweight in materials and underweights in healthcare and information technology detracted from performance.

The worst performing and most talked-about sector of the economy in 2008 and the first quarter of 2009 has of course been financials. Although we sold several financial stocks in the second half of 2008, including multi nationals American International Group and Citigroup, this sector as a whole had negligible consequences on overall performance relative to the benchmark index.

Among individual contributors to relative performance were Chevron and Anadarko Petroleum, in the energy sector, and telecommunications company Qwest Communications International.

Materials stocks Alcoa, E. I. du Pont de Nemours and Company (DuPont), and Louisiana-Pacific struggled during the fiscal year, which prompted us to sell both Alcoa and Louisiana-Pacific. Based on our fundamental review, we decided to add slightly to our position in DuPont.

After oil prices dropped precipitously in the latter half of 2008, we took advantage of the declining energy stock prices and initiated positions in Valero Energy, BP, Marathon Oil, Anadarko Petroleum, and Baker Hughes. In the battered financial sector we initiated positions in Invesco and Annaly Capital Management.

We believe that as confidence levels stabilize, investors’ outlooks should begin to move beyond day to day. When this occurs, we believe it could help investors who are focused on bottom-up stock selection.

MFS

While the last fiscal year has been an extremely difficult time in the market, we continue to manage with a bottom-up, fundamentally driven investment process. We believe the selloff in the market has given us an opportunity to buy stocks trading in line or at a discount to the overall market.

We believe the decreased appetite for risk over the last year has generally helped our investment choices. We pay careful attention to risk management and all MFS investment decisions are driven by the fundamentals of each individual opportunity from relative performance.

The largest contribution to performance relative to the benchmark during the period in our section of the Fund came from avoiding or underweighting many of the hardest hit names within financial services. We did also get positive returns from financial services firms Citigroup and Bank of New York Mellon, which fared better than many other financial stocks. Avoiding a position in insurance firm American International Group, on the other hand, benefited relative results, as that stock created a significant drag on the index. That said, a handful of our financial holdings including Allstate, MetLife, and State Street, did not escape market sentiment and suffered declines.

Stock selection within the industrial goods and services sector helped relative performance, as did our stock selection in technology, where Oracle, Intel, and International Business Machines were Fund contributors. Names from other sectors that aided relative results included French integrated oil company Total, General Electric, and the pharmaceutical company Wyeth.

Certain sector positionings compared to the benchmark detracted from returns. For example, underweight exposures to energy, utilities, and communications

10

detracted from relative performance. Among individual stocks, Exxon Mobil and Verizon Communications were examples of detractors.

Lastly, it is also common for our holdings to have a different currency exposure than the benchmark. During this reporting period, that currency exposure was a detractor from performance compared to the benchmark index.

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Portfolio management review

Optimum Small-Mid Cap Growth Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum Small-Mid Cap Growth Fund (Class A shares)	1-year return	-40.07%
Russell 2500™ Growth Index (benchmark)	1-year return	-38.14%
For complete, annualized performance for Optimum Small-Mid Cap Growth Fund, please see the table on page 26. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisors

Columbia Wanger Asset Management
(Columbia WAM)
Wellington Management Company LLP (Wellington)

Early in the Fund’s fiscal year, troubles in the housing and mortgage markets seemed to suggest only a minor slowdown in corporate profitability and economic growth. Beginning in September 2008, however, overall economic activity essentially ground to a halt as troubles in the financial sector suddenly mushroomed. What had previously been a problem of large financial institutions holding poorly performing assets quickly became a widespread contraction in credit markets.

Small-cap equities came under substantial pressure toward the end of 2008 as a significant downturn in global economic activity led to market declines. While hardly a surprise, the National Bureau of Economic Research announced in December 2008 that the U.S. economy had officially been in recession since the end of 2007. U.S. unemployment increased to its highest level in 15 years, and the Case-Shiller Home Price Index™ showed a year-over-year decline of 18% in October.

The Federal Reserve and U.S. Treasury continued their efforts to stabilize the economy through a number of initiatives, including a reduction in the federal funds rate to a target range of between 0% and 0.25%, capital infusions in troubled financial institutions, and the announcement of a plan to purchase $600 billion in mortgage-backed securities. Combined with these efforts to improve credit conditions, Washington also agreed to provide $17.4 billion in loans to support struggling automakers General Motors and Chrysler.

Small-cap equities posted negative returns for the fiscal year. While credit markets have improved slightly, corporate bond yields at fiscal year-end remained near all-time highs and banks in many cases continued to show an unwillingness to lend. The Treasury and the Federal Reserve have continued providing support to the financial sector and credit markets by way of direct capital infusions into banks, as well as the establishment of the Term Asset-Backed Securities Loan Facility (TALF), a program designed to provide low-cost financing for purchasers of asset-backed securities.

Some economic clouds began to recede as the period drew to a close and equity markets rallied substantially during the last two weeks of March 2009. Depressed valuations, combined with better-than-feared economic data, led to significant outperformance from more-economically sensitive areas of the small-cap investment universe.

Columbia WAM

Energy stocks in the Columbia WAM portion of Optimum Small-Mid Cap Growth Fund took the brunt of the market decline. Oil prices plummeted during the fiscal period and energy stock prices for oil service stock FMC and natural gas producer Carrizo Oil & Gas ended at less than half their starting market value.

Consumer stocks also saw dramatic markdowns as shoppers cut back on spending. In addition to the general sector downturn, Abercrombie & Fitch sales suffered from the company’s decision to refrain from discounting its prices. Urban Outfitters, an apparel and home specialty goods retailer, had strong sales growth for the first three quarters of 2008. Yet, investors seemed to fear that the faster-growing consumer companies had farther to fall, and the stock was taken down along with others in the sector.

12

Some bright spots aided performance for the period. ITT Educational Services announced a significant increase in student enrollment as the economic slowdown and subsequent job losses drove people back to school. The stock was the best performer in our portion of the Fund. Biotech company Myriad Genetics posted solid gains thanks to strong growth in its diagnostic testing business, paced by its flagship BRCA test, which is used to detect a breast cancer gene.

At the end of the fiscal period, we believed that the economic freefall had left professional investors with two primary options. They could obsess over the economic tea leaves and attempt to time the market by adjusting their asset mixes and industry exposures. Or, they could focus on individual stock fundamentals. Our natural preference is to do the latter, in an effort to determine which individual companies might survive or thrive once the economic turbulence subsides.

Wellington

As of March 31, 2009, Wellington had been a sub-advisor of Optimum Small-Mid Cap Growth Fund for approximately nine months. During that time the Fund, like its peers, was bogged down by swiftly deteriorating global economic conditions, extremely volatile markets, and increasingly pervasive pessimism. The perceived safe-haven subsector — consumer staples — was the best-performing group in the market despite its 20%-plus dive in returns on the fiscal year.

Information technology and healthcare were areas of weakness for the portfolio when comparing returns to the Russell 2500Growth Index. Within information technology, UbiSoft Entertainment shares traded lower amid disappointing sales for several of its software gaming titles, while slow retail sales and the negative effects of foreign currency exchanges and pension expenses weighed on NCR. We eliminated both positions during the period.

In healthcare, concerns about potential pharmaceutical and biotechnology budget cuts undermined portfolio positions in contract research organizations ICON and Charles River Laboratories International. We continue to hold ICON, which we see as having the best growth trajectory among its peers, but have exited our position in Charles River Laboratories.

Relative performance was helped by our stock selection in the industrials and telecommunications services sectors. Industrials holding Aecom Technology, an engineering and consulting firm, beat earnings expectations and stood to potentially benefit from government-sponsored infrastructure investments. In telecommunications services, MetroPCS Communications’ value-oriented wireless service grew as consumers shifted away from higher-cost alternatives.

Looking for accelerating revenue growth has been challenging in the recent environment, and we have trained our focus on companies we believe will not only survive the downturn, but will also — by virtue of their balance sheets or market positions — thrive during normal business cycles. As such, at fiscal year end the portion of the Fund we managed blended stocks that we considered to be both offensive and defensive holdings.

For example, in recent months we built holdings across a select group of property-casualty insurance and reinsurance stocks. Significant capital was drained from these industries because of major storms and fires, as well as extreme declines in the securities market. The companies we have focused on are distinguished by their perceived capital discipline and strong balance sheets.

By the end of the period, an abundance of uncertainty had clearly and significantly undermined confidence among investors. We recognize that lack of confidence can be a self-fulfilling process, particularly for companies at the very early stages of their potential growth trajectory and companies with financial leverage. That said, we believe uncertainty and controversy create opportunity, especially for companies that are pursuing compelling growth opportunities and are led by nimble and capable management teams. We are focused on identifying and investing in these types of companies because we believe they are the ones that ultimately tend to get rewarded.

(continues)     13

Portfolio management review

Optimum Small-Mid Cap Value Fund

April 7, 2009

Performance preview (for the year ended March 31, 2009)
Optimum Small-Mid Cap Value Fund (Class A shares)	1-year return	-45.09%
Russell 2500™ Value Index (benchmark)	1-year return	-38.66%
For complete, annualized performance for Optimum Small-Mid Cap Value Fund, please see the table on page 28. The performance of Class A shares excludes the applicable sales charge and reflects the reinvestment of all distributions.

Advisor

Delaware Management Company (DMC)

Sub-advisors

Delafield Asset Management (Delafield)
The Killen Group, Inc. (Killen)
Westwood Management Corp. (Westwood)

The markets were in turmoil for much of the Fund’s fiscal year ended March 31, 2009, as the global financial system nearly collapsed, credit tightened, and the U.S. economy went into a severe recession.

Early in the fiscal year, troubles in the housing and mortgage markets seemed to suggest only a minor slowdown in corporate profitability and economic growth. Beginning in September 2008, however, overall economic activity essentially ground to a halt as troubles in the financial sector suddenly mushroomed. What had previously been a problem of large financial institutions holding poorly performing assets quickly became a widespread contraction in credit markets.

The U.S. government’s takeover of AIG, Fannie Mae, and Freddie Mac, along with the bankruptcy filing of Lehman Brothers, created an environment where investors and financial institutions seemed much less willing to invest in, or lend to, private enterprises. Valuation multiples in the stock market contracted significantly while risk premiums in the bond market soared. A prime example of the latter was the commercial paper market, which many companies use as a source of liquidity for short-term financing needs. Here lenders (primarily money market funds) refused to roll over loans to many companies, even those with investment grade ratings, until the government stepped in and created a program for insuring money market funds against losses.

With credit unavailable, consumer demand was substantially reduced, and in response, businesses aggressively reduced their inventory levels. Housing prices continued to decline and mortgage defaults spiked. Unemployment levels soared in February 2009. Forced liquidation by hedge funds and other investment vehicles exacerbated the equity market’s response to the economic turmoil.

Signs of optimism surfaced in March 2009 as some of the economic data had a more positive tone that suggested to some that the recession had perhaps bottomed. The U.S. Commerce Department reported that durable-goods orders increased in February. It also announced that new-home sales exceeded expectations. In addition, a National Association of Realtors report showed that existing-home sales rose in February.

Delafield

We have selected our holdings using a bottom-up approach that’s based on each company’s unique criteria. We look for companies that we believe have potential not yet recognized by the broader market. We focus intently on valuation and attempt to invest at prices that we believe are attractive.

The portion of the Fund that we manage was not immune to the economic and market turmoil experienced over the past 12 months. We failed to anticipate some of the factors that would affect the market during the year, and certainly underestimated the magnitude of those factors. Our heavy exposure to the materials and processing sector especially hurt performance in our portion of the Fund relative to the benchmark for the year. However, we have maintained our overweight position in these companies, as the decline in valuations was extreme and quick and we believe that the worst may be over for those stocks.

14

Our relative overweight position in technology stocks also hurt performance for the year. On the positive side, the Fund continued to benefit from our purposeful avoidance of the financial services sector, and energy investments also contributed to performance. Our small position in the energy sector was partially driven by a belief that valuations are at historically low levels.

In the current environment we have put an increasing premium on companies with solid balance sheets and strong cash flow generation that we believe can survive an environment of economic weakness. Our intent at year end was to continue to focus on what we consider “special situation” opportunities, with a belief that as a company’s financial health begins to improve, earnings and stock valuations should benefit accordingly.

Killen

Given the poor stock market environment last year, all sectors performed poorly on an absolute basis. Our portion of the Fund performed well compared to the benchmark index constituents within the financial and consumer discretionary areas, while industrials and information technology sectors were underperformers.

Specific companies that performed well during the fiscal year include some of our more recent purchases. Sturm Ruger, a manufacturer of firearms, was a turnaround situation that we purchased approximately two years ago. During 2008, the company began to reap the rewards of its new management team’s efforts to improve productivity and lower costs. Combined with strong demand, these efforts led to improved financial results and a higher stock price.

Financial results at Dress Barn, a moderately priced women’s retailer, held up relatively well in the current economic environment, and our purchase of the stock in the second half of 2008 was rewarded over the short term.

As for performance detractors, Gulf Island Fabrication, a manufacturer of offshore drilling rigs, saw its backlog shrink in response to lower energy prices. We had already cut back our exposure to the stock at higher levels, yet the sharp decline in its price over the last two quarters of the fiscal year hurt performance.

Horace Mann Educators, an insurance company, was negatively affected by losses in its bond portfolio as well as by higher claims from natural disasters impacting its core insurance operations. We believe that Gulf Island Fabrication and Horace Mann still offer value and price-appreciation potential over the longer term. We purchased more shares of each as their prices declined.

Our approach to investing has always stressed the long-term earnings power of a company and the financial strength of its business. Although we believe short-term future results should be poor relative to historic levels of sales and profit margins for the majority of our investments, we also believe that the companies in our investments have the earnings power and financial strength to weather the economic downturn. As we monitor our holdings, we look for the companies to position themselves as stronger competitors for a possible recovery.

While we closely monitored the results of the companies that we own, we also used the current market weakness to identify new, undervalued investment candidates as the year progressed. We ended the fiscal year with the lowest level of cash in the past several years. This cash position is not an attempt to position ourselves to “time” the market. Rather, we believe this position allows us to strategically take advantage of individual opportunities created by investor pessimism about small-cap stocks.

Westwood

Westwood became a sub-advisor to the Fund in December 2008 and transitioned the portfolio from the stocks held by the former sub-advisor to those that represent our investment strategy.

An extreme degree of investor fear, particularly regarding the banking and housing industry, consumer debt, and the global economic slowdown, has made for a very challenging time in which to manage an equity portfolio. Our holdings suffered a fairly large absolute loss during the period we sub-advised the Fund, as stocks related to consumer spending, commodities, and global economic growth sold off amid a generally fearful

(continues)     15

Portfolio management review

Optimum Small-Mid Cap Value Fund

market environment. However, our holdings performed well relative to the benchmark, due specifically to the avoidance of certain banks, as well as certain consumer companies and real estate–related companies, which were among the most damaged by the market selloff. Our portion of the Fund is invested in companies that we believe are poised to survive this downturn, grow revenues, and take market share from weaker competitors.

In the face of the turbulent market environment, we sought to identify high-quality companies that possess the combination of undervalued earnings growth potential and limited downside risk. Relying on stringent fundamental research, we focused on uncovering companies that we believe have a number of strong financial characteristics, particularly strong cash flow and low levels of debt. We then focused on stocks we believed had a favorable ratio of potential upside to downside. We also continually monitored risks to limit losses.

Banks that we did own, including Comerica and People’s United Financial, have weathered the crisis relatively well due to their solid capital ratios and prudent lending practices. In addition, firms that sell services to financial companies, including Metavante Technologies and FactSet Research Systems, produced positive returns during the short period we managed our portion of the Fund. Securities in the healthcare and consumer discretionary sectors hindered performance relative to the benchmark in our portion of the Fund. This included home healthcare firm Amedisys, which sold off after the proposed U.S. budget revealed plans to lower Medicare reimbursement, and Tupperware Brands, which posted disappointing results due to a material slowdown in discretionary consumer spending.

16

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. 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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum Fixed Income Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance

Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-7.82%	+0.97%	+1.36%	+2.38%
Including sales charge	-11.96%	-0.56%	+0.44%	+1.55%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-8.42%	+0.31%	+0.67%	+1.72%
Including sales charge	-11.89%	-0.36%	+0.23%	+1.57%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-8.41%	+0.31%	+0.69%	+1.74%
Including sales charge	-9.27%	+0.31%	+0.69%	+1.74%
Institutional Class (Est. Aug. 1, 2003)	-7.51%	+1.32%	+1.70%	+2.72%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 16 through 18.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 4.50%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

18

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	1.43%	2.08%	2.08%	1.08%
Net expenses
(including fee waivers, if any)	1.24%	1.89%	1.89%	0.89%
Type of waiver	Contractual	Contractual	Contractual	Contractual

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

High yielding noninvestment grade bonds (junk bonds) involve higher risk than investment grade bonds. Adverse conditions may affect the issuer’s ability to pay interest and principal on these securities.

The Fund may be affected by prepayment risk due to holdings of mortgage-backed securities. With prepayment risk, when homeowners prepay mortgages during periods of low interest rates, the Fund may be forced to re-deploy its assets in lower-yielding securities.

If, and to the extent that, we invest in forward foreign currency contracts or use other investments to hedge against currency risks, the Fund may be subject to the special risks associated with those activities. The Fund may be affected by economic conditions, which may hinder a company's ability to make interest and principal payments on its debt.

The Fund may be affected by declines in bond prices, which can be caused by an adverse change in interest rates, adverse economic conditions, or poor performance from specific industries or bond issuers.

Derivatives risk is the possibility that funds may experience a significant loss if they employ a derivatives strategy related to a security or a securities index, and that security or index moves in the opposite direction from what the portfolio manager had anticipated. Another risk of derivative transactions is the creditworthiness of the counterparty because the transaction depends on the willingness and ability of the counterparty to fulfill its contractual obligations. Derivatives may also involve additional expenses.

Certain bond funds may experience portfolio turnover in excess of 100%, which could result in higher transaction costs and tax liability for investors.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
Barclays Capital U.S. Aggregate Index	$10,000	$13,026
Optimum Fixed Income Fund — Institutional Class shares	$10,000	$11,646
Optimum Fixed Income Fund — Class A shares	$9,550	$10,913

(continues)     19

Performance summary

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 4.50% front-end sales charge for an investment in Class A shares. Please note additional details on these fees in the “Performance summary” section of this report, which includes pages 16 through 17.

The chart also assumes $10,000 invested in the Barclays Capital U.S. Aggregate Index as of Aug. 1, 2003. The Barclays Capital U.S. Aggregate Index, formerly the Lehman Brothers U.S. Aggregate Index, measures the performance of more than 9,000 publicly issued investment grade (Baa3/BBB- or better) corporate, U.S. government, mortgage- and asset-backed securities with at least one year to maturity and at least $250 million par amount outstanding. 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.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for Optimum Fixed Income Fund
	Nasdaq symbols	CUSIPs
Class A	OAFIX	246118681
Class B	OBFIX	246118673
Class C	OCFIX	246118665
Institutional Class	OIFIX	246118657

20

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. 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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum International Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance

Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-46.64%	-14.66%	-3.21%	+1.15%
Including sales charge	-49.69%	-16.33%	-4.35%	+0.09%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-47.02%	-15.25%	-3.85%	+0.48%
Including sales charge	-49.05%	-15.91%	-4.38%	+0.27%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-46.98%	-15.21%	-3.83%	+0.50%
Including sales charge	-47.49%	-15.21%	-3.83%	+0.50%
Institutional Class (Est. Aug. 1, 2003)	-46.49%	-14.38%	-2.88%	+1.49%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 19 through 21.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

22

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	1.75%	2.40%	2.40%	1.40%
Net expenses
(including fee waivers, if any)	1.75%	2.40%	2.40%	1.40%
Type of waiver	Contractual	Contractual	Contractual	Contractual

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Foreign investments are subject to risks not ordinarily associated with domestic investments, such as currency, economic and political risks, and different accounting standards. Investing in emerging markets can be riskier than investing in well-established foreign markets.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
MSCI EAFE Index	$10,000	$11,823
Optimum International Fund — Institutional Class shares	$10,000	$10,872
Optimum International Fund — Class A shares	$9,425	$10,054

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 5.75% front-end sales charge for an investment in Class A shares. Please note additional details on these fees in the “Performance summary” section of this report, which includes pages 19 through 20.

The chart also assumes $10,000 invested in the MSCI EAFE Index as of Aug. 1, 2003. The MSCI EAFE Index measures equity market performance across developed market countries in Europe, Australasia, and the Far East. An index is unmanaged and does not reflect the costs of operating a mutual fund, such as the costs of buying, selling, and holding securities. You cannot invest directly in an index.

Past performance is not a guarantee of future results.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for the Optimum International Fund
	Nasdaq symbols	CUSIPs
Class A	OAIEX	246118731
Class B	OBIEX	246118723
Class C	OCIEX	246118715
Institutional Class	OIIEX	246118699

(continues)     23

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.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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum Large Cap Growth Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance 

Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-37.70%	-14.12%	-5.25%	-2.63%
Including sales charge	-41.26%	-15.79%	-6.36%	-3.64%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-38.09%	-14.67%	-5.86%	-3.26%
Including sales charge	-40.56%	-15.43%	-6.27%	-3.58%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-38.09%	-14.67%	-5.86%	-3.26%
Including sales charge	-38.71%	-14.67%	-5.86%	-3.26%
Institutional Class (Est. Aug. 1, 2003)	-37.51%	-13.84%	-4.92%	-2.30%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 22 through 23.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

24

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	1.60%	2.25%	2.25%	1.25%
Net expenses
(including fee waivers, if any)	1.60%	2.25%	2.25%	1.25%
Type of waiver	Contractual	Contractual	Contractual	Contractual

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Prices of growth company securities may be more volatile than other securities, particularly over the short term. This Fund will be affected primarily by declines in stock prices, which can be caused by a drop in the overall equity market or poor performance in specific industries or companies.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
Russell 1000® Growth Index	$10,000	$9,018
Optimum Large Cap Growth Fund — Institutional Class shares	$10,000	$8,766
Optimum Large Cap Growth Fund — Class A shares	$9,425	$8,104

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 5.75% front-end sales charge for an investment in Class A shares. Please note additional details about these fees in the “Performance summary” section of this report on page 22.

The chart also assumes $10,000 invested in the Russell 1000 Growth Index as of Aug. 1, 2003. The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes 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.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for Optimum Large Cap Growth Fund
	Nasdaq symbols	CUSIPs
Class A	OALGX	246118707
Class B	OBLGX	246118806
Class C	OCLGX	246118889
Institutional Class	OILGX	246118871

(continues)     25

Performance summary

Optimum Large Cap Value Fund

The performance data quoted represent past performance; past performance does not guarantee future results. Investment return and principal value will fluctuate so your shares, when redeemed, may be worth more or less than their original cost. 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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum Large Cap Value Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance
Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-38.97%	-13.03%	-4.14%	-1.09%
Including sales charge	-42.48%	-14.73%	-5.27%	-2.12%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-39.37%	-13.57%	-4.75%	-1.72%
Including sales charge	-41.76%	-14.30%	-5.12%	-1.94%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-39.31%	-13.57%	-4.75%	-1.72%
Including sales charge	-39.91%	-13.57%	-4.75%	-1.72%
Institutional Class shares (Est. Aug. 1, 2003)	-38.76%	-12.71%	-3.80%	-0.74%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 24 through 25.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

26

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	1.56%	2.21%	2.21%	1.21%
Net expenses
(including fee waivers, if any)	1.54%	2.19%	2.19%	1.19%
Type of waiver	Contractual	Contractual	Contractual	Contractual

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

A value stock may not increase in price as anticipated if other investors do not share the portfolio managers’ perception of the company’s value or if the factors that would typically increase the price of the security do not occur. This Fund will be affected primarily by declines in stock prices, which can be caused by a drop in the overall equity market or poor performance in specific industries or companies.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
Russell 1000® Value Index	$10,000	$9,186
Optimum Large Cap Value Fund — Institutional Class shares	$10,000	$9,588
Optimum Large Cap Value Fund — Class A shares	$9,425	$8,858

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 5.75% front-end sales charge for an investment in Class A shares. Please note additional details on these fees in the “Performance summary” section of this report, which includes page 24.

The chart also assumes $10,000 invested in the Russell 1000 Value Index as of Aug. 1, 2003. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes 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.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for Optimum Large Cap Value Fund
	Nasdaq symbols	CUSIPs
Class A	OALVX	246118863
Class B	OBLVX	246118855
Class C	OCLVX	246118848
Institutional Class	OILVX	246118830

(continues) 27

Performance summary

Optimum Small-Mid 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. 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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum Small-Mid Cap Growth Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance
Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-40.07%	-20.34%	-8.43%	-2.77%
Including sales charge	-43.53%	-21.89%	-9.51%	-3.78%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-40.44%	-20.86%	-9.03%	-3.38%
Including sales charge	-42.82%	-21.54%	-9.70%	-3.62%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-40.44%	-20.86%	-9.03%	-3.38%
Including sales charge	-41.03%	-20.86%	-9.03%	-3.38%
Institutional Class (Est. Aug. 1, 2003)	-39.84%	-20.06%	-8.10%	-2.43%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 26 through 27.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	2.11%	2.76%	2.76%	1.76%
Net expenses
(including fee waivers, if any)	1.90%	2.55%	2.55%	1.55%
Type of waiver	Contractual	Contractual	Contractual	Contractual

28

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Funds that invest in small and/or medium-sized company stocks typically involve greater risk, particularly in the short term, than those investing in larger, more established companies. Prices of growth company securities may be more volatile than other securities, particularly over the short term. This Fund will be affected primarily by declines in stock prices, which can be caused by a drop in the overall equity market or poor performance in specific industries or companies.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
Russell 2500™ Growth Index	$10,000	$9,695
Optimum Small-Mid Cap Growth Fund — Institutional Class shares	$10,000	$8,698
Optimum Small-Mid Cap Growth Fund — Class A shares	$9,425	$8,039

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 5.75% front-end sales charge for an investment in Class A shares. Please note additional details on these fees in the “Performance summary” section of this report, which includes page 26.

The chart also assumes $10,000 invested in the Russell 2500 Growth Index as of Aug. 1, 2003. The Russell 2500 Growth Index measures the performance of the small- to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 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.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for Optimum Small-Mid Cap Growth Fund
	Nasdaq symbols	CUSIPs
Class A	OASGX	246118882
Class B	OBSGX	246118814
Class C	OCSGX	246118798
Institutional Class	OISGX	246118780

(continues) 29

Performance summary

Optimum Small-Mid 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. 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. Current performance may be lower or higher than the performance data quoted.

You should consider the investment objectives, risks, charges, and expenses of the investment company carefully before investing. The Optimum Small-Mid Cap Value Fund prospectus contains this and other important information about the investment company. Please request a prospectus through your financial advisor or by calling 800 914-0278 or visiting our Web site at www.optimummutualfunds.com. Read the prospectus carefully before you invest or send money.

Fund performance
Average annual total returns
Through March 31, 2009	1 year	3 years	5 years	Lifetime
Class A (Est. Aug. 1, 2003)
Excluding sales charge	-45.09%	-21.35%	-7.92%	-2.57%
Including sales charge	-48.23%	-22.88%	-9.00%	-3.59%
Class B (Est. Aug. 1, 2003)
Excluding sales charge	-45.47%	-21.83%	-8.51%	-3.19%
Including sales charge	-47.65%	-22.45%	-9.16%	-3.39%
Class C (Est. Aug. 1, 2003)
Excluding sales charge	-45.42%	-21.83%	-8.51%	-3.19%
Including sales charge	-46.01%	-21.83%	-8.51%	-3.19%
Institutional Class (Est. Aug. 1, 2003)	-44.90%	-21.06%	-7.60%	-2.23%

Returns reflect the reinvestment of all distributions and any applicable sales charges as noted in the following paragraphs.

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.

Expense limitations were in effect for all classes during the periods shown in the Fund performance chart above and in the “Performance of a $10,000 Investment” chart. (Note that all charts and graphs referred to in the “Performance summary” section of this report are found on pages 28 through 29.) Performance would have been lower had the expense limitation not been in effect.

The Fund offers Class A, B, C, and Institutional Class shares. Class A shares are sold with a maximum front-end sales charge of up to 5.75%, and have an annual distribution and service fee of up to 0.35% of average daily net assets.

Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Please see the prospectus for additional information on Class B purchases and sales charges. As described in the prospectus, Class B shares have a contingent deferred sales charge that declines from 4.00% to zero depending on 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 up to 1.00% of average daily net assets.

Class C shares are sold with a contingent deferred sales charge of 1.00% if redeemed during the first 12 months. They are also subject to an annual distribution and service fee of 1.00% of average daily net assets.

Institutional Class shares are sold without a sales charge or asset-based distribution charges only to certain eligible investors.

Please see the fee table in the prospectus and your financial professional for a more complete explanation of sales charges.

The Fund’s expense ratios, as described in the most recent prospectus, are disclosed in the following “Fund expense ratios” table. Delaware Investments has agreed to waive all or a portion of its investment advisory fees and/or reimburse expenses from Aug. 1, 2008, through July 31, 2009.

Please see the most recent prospectus for additional information on these fee waivers and/or reimbursements.

Fund expense ratios	Class A	Class B	Class C	Institutional Class
Total annual operating expenses
(without fee waivers)	2.09%	2.74%	2.74%	1.74%
Net expenses
(including fee waivers, if any)	1.75%	2.40%	2.40%	1.40%
Type of waiver	Contractual	Contractual	Contractual	Contractual

30

The “Fund performance” table and the “Performance of a $10,000 Investment” graph do not reflect the deduction of taxes the shareholder would pay on Fund distributions or redemptions of Fund shares.

Funds that invest in small and/or medium-sized company stocks typically involve greater risk, particularly in the short term, than those investing in larger, more established companies. A value stock may not increase in price as anticipated if other investors do not share the portfolio managers’ perception of the company’s value or if the factors that would typically increase the price of the security do not occur. This Fund will be affected primarily by declines in stock prices, which can be caused by a drop in the overall equity market or poor performance in specific industries or companies.

Performance of a $10,000 Investment
Aug. 1, 2003 (Fund’s inception), through March 31, 2009

	Starting value (Aug. 1, 2003)	Ending value (Mar. 31, 2009)
Russell 2500™ Value Index	$10,000	$9,990
Optimum Small-Mid Cap Value Fund — Institutional Class shares	$10,000	$8,799
Optimum Small-Mid Cap Value Fund — Class A shares	$9,425	$8,131

The chart assumes $10,000 invested in the Fund on Aug. 1, 2003, and assumes the reinvestment of all Fund distributions for Class A and Institutional Class shares. The chart also includes the effect of a 5.75% front-end sales charge for an investment in Class A shares. Please note additional details on these fees in the “Performance summary” section of this report, which includes page 28.

The chart also assumes $10,000 invested in the Russell 2500 Value Index as of Aug. 1, 2003. The Russell 2500 Value Index measures the performance of the small- to mid-cap value segment of the U.S. equity universe. It includes those Russell 2500 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.

Performance of other Fund classes will vary due to different charges and expenses.

Stock symbols and CUSIP numbers for Optimum Small-Mid Cap Value Fund
	Nasdaq symbols	CUSIPs
Class A	OASVX	246118772
Class B	OBSVX	246118764
Class C	OCSVX	246118756
Institutional Class	OISVX	246118749

31

Disclosure of Fund expenses

For the period October 1, 2008 to March 31, 2009

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. These 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, 2008 to March 31, 2009.

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 each 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 Fund’s expenses shown in the tables reflect fee waivers in effect. The expenses shown in each table assume reinvestment of all dividends and distributions.

Optimum Fixed Income Fund
Expense Analysis of an Investment of $1,000

						Expenses
	Beginning		Ending			Paid During
	Account		Account		Annualized	Period
	Value		Value		Expense	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	961.40	1.24%			$6.06
Class B		1,000.00		957.30	1.89%			9.22
Class C		1,000.00		958.50	1.89%			9.23
Institutional Class		1,000.00		961.80	0.89%			4.35
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,018.75	1.24%			$6.24
Class B		1,000.00		1,015.51	1.89%			9.50
Class C		1,000.00		1,015.51	1.89%			9.50
Institutional Class		1,000.00		1,020.49	0.89%			4.48
Optimum International Fund
Expense Analysis of an Investment of $1,000
						Expenses
	Beginning		Ending			Paid During
	Account		Account		Annualized	Period
	Value		Value		Expense	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	682.90	1.77%		$	7.43
Class B		1,000.00		680.80	2.42%			10.14
Class C		1,000.00		681.10	2.42%			10.14
Institutional Class		1,000.00		684.00	1.42%			5.96
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,016.11	1.77%		$	8.90
Class B		1,000.00		1,012.86	2.42%			12.14
Class C		1,000.00		1,012.86	2.42%			12.14
Institutional Class		1,000.00		1,017.85	1.42%			7.14

*“Expenses Paid During Period” are equal to a Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by the 182/365 (to reflect the one-half year period).

32

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	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	725.10	1.62%		$	6.97
Class B		1,000.00		722.90	2.27%			9.75
Class C		1,000.00		722.90	2.27%			9.75
Institutional Class		1,000.00		726.10	1.27%			5.47
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,016.85	1.62%		$	8.15
Class B		1,000.00		1,013.61	2.27%			11.40
Class C		1,000.00		1,013.61	2.27%			11.40
Institutional Class		1,000.00		1,018.60	1.27%			6.39
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	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	690.30	1.54%		$	6.49
Class B		1,000.00		688.50	2.19%			9.22
Class C		1,000.00		688.50	2.19%			9.22
Institutional Class		1,000.00		692.00	1.19%			5.02
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,017.25	1.54%		$	7.75
Class B		1,000.00		1,014.01	2.19%			11.00
Class C		1,000.00		1,014.01	2.19%			11.00
Institutional Class		1,000.00		1,019.00	1.19%			5.99

*“Expenses Paid During Period” are equal to a Fund’s annualized expense ratios, multiplied by the average account value over the period, multiplied by the 182/365 (to reflect the one-half year period).

Optimum Small-Mid Cap Growth Fund
Expense Analysis of an Investment of $1,000

						Expenses
	Beginning		Ending			Paid During
	Account		Account		Annualized	Period
	Value		Value		Expense	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	635.30	1.90%		$	7.75
Class B		1,000.00		633.30	2.55%			10.38
Class C		1,000.00		633.30	2.55%			10.38
Institutional Class		1,000.00		636.50	1.55%			6.32
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,015.46	1.90%		$	9.55
Class B		1,000.00		1,012.22	2.55%			12.79
Class C		1,000.00		1,012.22	2.55%			12.79
Institutional Class		1,000.00		1,017.20	1.55%			7.80
Optimum Small-Mid Cap Value Fund
Expense Analysis of an Investment of $1,000
						Expenses
	Beginning		Ending			Paid During
	Account		Account		Annualized	Period
	Value		Value		Expense	10/1/08 to
	10/1/08		3/31/09		Ratio	3/31/09*
Actual Fund Return
Class A	$	1,000.00	$	580.00	1.75%		$	6.89
Class B		1,000.00		578.40	2.40%			9.44
Class C		1,000.00		578.40	2.40%			9.44
Institutional Class		1,000.00		581.40	1.40%			5.52
Hypothetical 5% Return (5% return before expenses)
Class A	$	1,000.00	$	1,016.21	1.75%			$  8.80
Class B		1,000.00		1,012.96	2.40%			12.04
Class C		1,000.00		1,012.96	2.40%			12.04
Institutional Class		1,000.00		1,017.95	1.40%			7.04

33

Sector allocations and credit quality breakdown

Optimum Fixed Income Fund
As of March 31, 2009

Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may also represent the investment manager or sub-adviser’s internal sector classifications, which may result in the sector designations for one Fund being different than another Fund’s sector designations.

	Percentage
Sector	of Net Assets
Agency Collateralized Mortgage Obligations		15.03	%
Agency Mortgage-Backed Securities		20.41	%
Agency Obligations		1.18	%
Commercial Mortgage-Backed Securities		2.73	%
Convertible Bonds		0.46	%
Corporate Bonds		23.46	%
Banking		1.93	%
Basic Industry		1.17	%
Brokerage		1.05	%
Capital Goods		1.25	%
Communications		4.78	%
Consumer Cyclical		2.00	%
Consumer Non-Cyclical		4.29	%
Electric		1.59	%
Energy		1.47	%
Finance Companies		1.14	%
Insurance		1.66	%
Natural Gas		0.40	%
Real Estate		0.06	%
Technology		0.58	%
Transportation		0.09	%
Foreign Agencies		0.51	%
Municipal Bonds		1.24	%
Non-Agency Asset-Backed Securities		2.58	%
Non-Agency Collateralized Mortgage Obligations		21.96	%
Regional Agency		0.15	%
Senior Secured Loans		1.72	%
Sovereign Agencies		0.09	%
Sovereign Debt		1.62	%
Supranational Banks		1.47	%
U.S. Treasury Obligations		0.37	%
Common Stock		0.02	%
Convertible Preferred Stock		0.11	%
Preferred Stock		0.22	%
Warrant		0.00	%
Repurchase Agreements		6.36	%
Securities Lending Collateral		4.76	%
Total Value of Securities		106.45	%
Obligation to Return Securities Lending Collateral		(5.12	%)
Liabilities Net of Receivables and Other Assets		(1.33	%)
Total Net Assets		100.00	%
Credit Quality Breakdown
(as a % of fixed income investments)*
AAA		45.20	%
AA		6.29	%
A		16.40	%
BBB		14.76	%
BB		7.71	%
B		7.31	%
CCC		1.57	%
C		0.37	%
Not Rated		0.39	%
Total		100.00	%

*Bond ratings are determined by independent, nationally recognized statistical rating organizations.

34

Country/Sector allocations

Optimum International Fund
As of March 31, 2009

Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may also represent the investment manager or sub-adviser’s internal sector classifications, which may result in the sector designations for one Fund being different than another Fund’s sector designations.

	Percentage
Country	of Net Assets
Common Stock by Country		96.58	%
Australia		6.96	%
Austria		0.38	%
Belgium		0.48	%
Bermuda		0.62	%
Brazil		1.17	%
Canada		3.62	%
China		1.58	%
Denmark		0.22	%
Finland		0.57	%
France		9.76	%
Germany		6.80	%
Hong Kong		3.46	%
Israel		0.25	%
Italy		2.50	%
Japan		18.66	%
Luxembourg		0.77	%
Malaysia		0.11	%
Mexico		0.25	%
Netherlands		2.02	%
New Zealand		0.35	%
Norway		0.96	%
Philippines		0.29	%
Republic of Korea		1.07	%
Russia		0.11	%
Singapore		2.29	%
South Africa		1.02	%
Spain		4.97	%
Sweden		0.30	%
Switzerland		4.29	%
Taiwan		3.96	%
Thailand		0.62	%
United Kingdom		16.17	%
Preferred Stock		0.38	%
Rights		0.05	%
Repurchase Agreements		3.00	%
Securities Lending Collateral		12.50	%
Total Value of Securities		112.51	%
Obligation to Return Securities Lending Collateral		(13.45	%)
Receivables and Other Assets Net of Liabilities		0.94	%
Total Net Assets		100.00	%
	Percentage
Common/Preferred Stock and Rights by Sector	of Net Assets
Automobiles & Components		2.73	%
Banking & Finance		14.99	%
Capital Goods		3.13	%
Consumer Durables & Apparel		2.47	%
Energy		12.70	%
Food & Staples Retailing		3.54	%
Food, Beverage & Tobacco		6.54	%
Insurance		3.11	%
Materials		7.82	%
Media		0.87	%
Pharmaceuticals & Biotechnology		9.24	%
Real Estate		1.51	%
Semiconductors		3.54	%
Technology Hardware & Equipment		5.17	%
Telecommunication Services		12.43	%
Transportation & Shipping		2.74	%
Utilities		4.48	%
Total		97.01	%

(continues)35

Sector allocations and top 10 holdings

Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may also represent the investment manager or sub-adviser’s internal sector classifications, which may result in the sector designations for one Fund being different than another Fund’s sector designations.

Optimum Large Cap Growth Fund
As of March 31, 2009
	Percentage
Sector	of Net Assets
Common Stock		95.77	%
Basic Industry/Capital Goods		9.03	%
Business Services		9.58	%
Consumer Durables		1.76	%
Consumer Non-Durables		15.23	%
Consumer Services		6.83	%
Energy		6.16	%
Financials		5.50	%
Health Care		15.39	%
Technology		24.02	%
Transportation		1.78	%
Utilities		0.49	%
Convertible Preferred Stock		0.37	%
Preferred Stock		0.11	%
Repurchase Agreements		4.07	%
Securities Lending Collateral		8.81	%
Total Value of Securities		109.13	%
Obligation to Return Securities Lending Collateral		(9.35	%)
Receivables and Other Assets Net of Liabilities		0.22	%
Total Net Assets		100.00	%
Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.
	Percentage
Top 10 Holdings	of Net Assets
Apple		4.12	%
Lockheed Martin		3.22	%
McDonald’s		3.04	%
MasterCard Class A		2.73	%
CVS Caremark		2.66	%
QUALCOMM		2.45	%
Wal-Mart Stores		2.34	%
Abbott Laboratories		2.24	%
Google Class A		2.02	%
Microsoft		1.92	%

Optimum Large Cap Value Fund
As of March 31, 2009
	Percentage
Sector	of Net Assets
Common Stock		99.74	%
Consumer Discretionary		10.80	%
Consumer Staples		12.47	%
Energy		13.23	%
Financials		15.15	%
Health Care		10.45	%
Industrials		10.74	%
Information Technology		11.10	%
Materials		5.16	%
Telecommunications		6.45	%
Utilities		4.19	%
Repurchase Agreements		0.20	%
Securities Lending Collateral		8.29	%
Total Value of Securities		108.23	%
Obligation to Return Securities Lending Collateral		(8.79	%)
Receivables and Other Assets Net of Liabilities		0.56	%
Total Net Assets		100.00	%
Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.
	Percentage
Top 10 Holdings	of Net Assets
AT&T		3.49	%
Chevron		3.27	%
International Business Machines		3.17	%
JPMorgan Chase		2.82	%
Lockheed Martin		2.25	%
Pfizer		2.06	%
Intel		2.02	%
Philip Morris International		2.02	%
Travelers		1.97	%
Total ADR		1.61	%

36

Sector designations may be different than the sector designations presented in other Fund materials. The sector designations may also represent the investment manager or sub-adviser’s internal sector classifications, which may result in the sector designations for one Fund being different than another Fund’s sector designations.

Optimum Small-Mid Cap Growth Fund
As of March 31, 2009
	Percentage
Sector	of Net Assets
Common Stock	98.89	%
Basic Industry/Capital Goods	14.33	%
Business Services	6.55	%
Consumer Durables	3.39	%
Consumer Non-Durables	7.26	%
Consumer Services	6.56	%
Energy	5.39	%
Financials	11.04	%
Health Care	16.79	%
Real Estate	1.24	%
Technology	24.04	%
Transportation	2.30	%
Warrants	0.00	%
Repurchase Agreements	1.36	%
Securities Lending Collateral	20.78	%
Total Value of Securities	121.03	%
Obligation to Return Securities Lending Collateral	(22.14	%)
Receivables and Other Assets Net of Liabilities	1.11	%
Total Net Assets	100.00	%

Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.

	Percentage
Top 10 Holdings	of Net Assets
AMETEK	2.27	%
ITT Educational Services	2.20	%
Waste Connections	1.63	%
Crown Castle International	1.57	%
ON Semiconductor	1.29	%
Polycom	1.24	%
Myriad Genetics	1.22	%
Heartland Express	1.22	%
FLIR Systems	1.22	%
Atwood Oceanics	1.08	%

Optimum Small-Mid Cap Value Fund
As of March 31, 2009
	Percentage
Sector	of Net Assets
Common Stock	94.38	%
Basic Industry	12.00	%
Business Services	6.01	%
Capital Spending	9.13	%
Consumer Cyclical	7.97	%
Consumer Services	8.91	%
Consumer Staples	3.34	%
Energy	5.33	%
Financial Services	13.27	%
Health Care	4.83	%
Real Estate	1.07	%
Technology	18.95	%
Transportation	2.19	%
Utilities	1.38	%
Repurchase Agreements	5.95	%
Securities Lending Collateral	13.76	%
Total Value of Securities	114.09	%
Obligation to Return Securities Lending Collateral	(14.57	%)
Receivables and Other Assets Net of Liabilities	0.48	%
Total Net Assets	100.00	%

Holdings are for informational purposes only and are subject to change at any time. They are not a recommendation to buy, sell, or hold any security.

	Percentage
Top 10 Holdings	of Net Assets
Sturm Ruger & Co.	1.62	%
Southern Union	1.56	%
3Com	1.49	%
Suffolk Bancorp	1.43	%
Flextronics International	1.41	%
Kennametal	1.35	%
Eastman Chemical	1.32	%
Foot Locker	1.22	%
Collective Brands	1.19	%
FPIC Insurance Group	1.15	%

37

Statements of net assets

Optimum Fixed Income Fund
March 31, 2009

			Principal		Value
			Amount°		(U.S. $)
Agency Collateralized Mortgage Obligations – 15.03%
	Fannie Mae
		Series 1996-46 ZA
		7.50% 11/25/26	USD	30,509	$	32,895
		Series 1999-19 PH
		6.00% 5/25/29		966,122		1,020,595
		Series 2001-14 Z
		6.00% 5/25/31		67,245		70,935
		Series 2002-90 A1
		6.50% 6/25/42		20,297		21,426
		Series 2002-90 A2
		6.50% 11/25/42		83,944		86,629
		Series 2003-122 AJ
		4.50% 2/25/28		112,903		114,658
		Series 2005-22 HE
		5.00% 10/25/33		740,000		770,351
		Series 2005-29 QD
		5.00% 8/25/33		816,000		849,546
		Series 2005-54 AK
		4.50% 9/25/32		805,630		824,803
		Series 2005-94 YD
		4.50% 8/25/33		1,480,000		1,519,848
		Series 2005-110 MB
		5.50% 9/25/35		714,665		736,602
	·	Series 2007-2 SM
		6.228% 2/25/37		15,332,553		1,209,936
		Series 2007-30 OE
		0.881% 4/25/37		11,950,967		10,882,835
		Series 2008-24 ZA
		5.00% 4/25/38		15,767,429		15,951,722
		Series 2008-70 BA
		4.00% 6/25/21		8,760,849		9,026,454
	·	Series 2009-2 AS
		5.178% 2/25/39		48,305,713		2,887,295
	Fannie Mae Grantor Trust
		Series 1999-T2 A1
		7.50% 1/19/39		29,904		31,914
		Series 2001-T8 A2
		9.50% 7/25/41		15,312		16,651
		Series 2002-T4 A3
		7.50% 12/25/41		103,778		111,205
		Series 2004-T1 1A2
		6.50% 1/25/44		45,112		46,832
	Fannie Mae Whole Loan
		Series 2004-W4 A5
		5.50% 6/25/34		3,000,000		3,075,000
		Series 2004-W9 2A1
		6.50% 2/25/44		54,674		56,758
		Series 2004-W11 1A2
		6.50% 5/25/44		156,433		162,397
		Series 2004-W15 1A1
		6.00% 8/25/44		276,455		284,575
	Freddie Mac
		Series 1730 Z
		7.00% 5/15/24		196,881		203,670
		Series 2165 PE
		6.00% 6/15/29		993,720		1,046,202
		Series 2326 ZQ
		6.50% 6/15/31		354,841		377,053
		Series 2497 BM
		5.00% 2/15/22		240,041		245,756
		Series 2504 J
		5.50% 5/15/16		1,264,145		1,282,420
		Series 2557 WE
		5.00% 1/15/18		732,415		776,590
		Series 2662 MA
		4.50% 10/15/31		217,721		223,326
		Series 2755 LE
		4.00% 9/15/30		557,000		575,438
		Series 2762 LG
		5.00% 9/15/32		2,000,000		2,090,042
		Series 2802 NE
		5.00% 2/15/33		700,000		732,198
		Series 2827 TE
		5.00% 4/15/33		1,335,000		1,394,101
		Series 2840 OE
		5.00% 2/15/33		1,800,000		1,877,897
		Series 2864 PE
		5.00% 6/15/33		1,095,000		1,144,710
		Series 2869 BG
		5.00% 7/15/33		224,000		233,703
		Series 2881 TE
		5.00% 7/15/33		1,080,000		1,126,936
		Series 2889 OG
		5.00% 5/15/33		117,000		121,912
		Series 2890 PC
		5.00% 7/15/30		265,000		276,297
		Series 2890 PD
		5.00% 3/15/33		1,265,000		1,318,838
		Series 2893 PD
		5.00% 2/15/33		65,000		67,926
		Series 2915 KD
		5.00% 9/15/33		447,000		466,504
		Series 2915 KP
		5.00% 11/15/29		490,000		511,529
		Series 2938 ND
		5.00% 10/15/33		1,050,000		1,095,830
		Series 2939 PD
		5.00% 7/15/33		665,000		693,484
		Series 2941 XD
		5.00% 5/15/33		2,690,000		2,806,298
		Series 2987 KG
		5.00% 12/15/34		1,430,000		1,491,298
		Series 3022 MB
		5.00% 12/15/28		260,000		271,299
		Series 3063 PC
		5.00% 2/15/29		855,000		892,301
		Series 3113 QA
		5.00% 11/15/25		469,557		480,583
		Series 3131 MC
		5.50% 4/15/33		445,000		466,034

38

		Principal		Value
		Amount°		(U.S. $)
Agency Collateralized Mortgage Obligations (continued)
	Freddie Mac
	Series 3145 LN
	4.50% 10/15/34	USD	1,336,989	$	1,387,854
	Series 3154 PJ
	5.50% 3/15/27		696,016		709,060
	Series 3337 PB
	5.50% 7/15/30		505,000		521,078
	Series 3476 Z
	5.50% 7/15/38		10,372,603		10,684,185
w	Freddie Mac Structured Pass
	Through Securities
	Series T-54 2A
	6.50% 2/25/43		35,442		36,616
	Series T-58 2A
	6.50% 9/25/43		20,259		21,050
·	GNMA
	Series 2007-26 SW
	5.655% 5/20/37		26,080,040		1,441,619
	Series 2007-64 AI
	6.005% 10/20/37		51,289,748		3,124,561
	Series 2008-65 SB
	5.455% 8/20/38		17,788,528		1,033,985
	Series 2009-2 SE
	5.275% 1/20/39		47,041,473		2,564,461
Total Agency Collateralized
	Mortgage Obligations
	(cost $83,850,970)				95,606,506
Agency Mortgage-Backed Securities – 20.41%
	Fannie Mae
	5.50% 1/1/13		181,560		183,887
	5.50% 3/1/37		719,887		743,592
	5.50% 7/1/37		1,883,496		1,945,516
	*6.00% 7/1/38		13,392,662		13,935,300
	6.50% 8/1/17		101,661		106,512
·	Fannie Mae ARM
	5.041% 10/1/33		77,891		78,966
	5.046% 8/1/35		317,091		325,867
	5.135% 11/1/35		456,056		469,963
	5.398% 4/1/36		568,383		587,951
	5.918% 8/1/37		783,360		815,578
	6.002% 7/1/37		1,884,866		1,959,973
	Fannie Mae Relocation 30 yr
	5.00% 11/1/33		33,925		34,565
	5.00% 1/1/34		104,887		106,846
	5.00% 2/1/34		67,738		69,015
	5.00% 8/1/34		102,066		103,922
	5.00% 11/1/34		159,806		162,710
	5.00% 4/1/35		255,130		259,652
	5.00% 10/1/35		211,865		215,621
	5.00% 1/1/36		549,479		559,218
	Fannie Mae S.F. 15 yr
	4.50% 8/1/18		831,112		861,828
	4.50% 7/1/20		1,843,014		1,908,825
	5.00% 2/1/21		1,867,767		1,943,801
	5.00% 5/1/21		222,008		231,462
	Fannie Mae S.F. 20 yr
	5.50% 7/1/24		795,118		830,001
	5.50% 10/1/24		256,569		267,825
	5.50% 12/1/24		814,661		850,402
	Fannie Mae S.F. 30 yr
	4.50% 3/1/39		484,260		495,455
	5.00% 12/1/36		550,446		569,239
	5.00% 12/1/37		409,120		422,617
	5.00% 1/1/38		706,000		729,291
	5.00% 2/1/38		330,155		341,047
	5.50% 3/1/29		179,630		188,027
	5.50% 4/1/29		85,509		89,506
	5.50% 12/1/32		547,276		570,577
	5.50% 7/1/33		1,323,530		1,379,470
	5.50% 12/1/33		196,532		204,839
	5.50% 4/1/34		3,118,089		3,250,192
	*5.50% 5/1/34		895,107		932,939
	5.50% 6/1/34		1,034,074		1,076,487
	5.50% 7/1/34		1,740,677		1,812,072
	5.50% 12/1/34		526,001		547,575
	5.50% 2/1/35		5,039,698		5,250,938
	5.50% 9/1/36		2,411,880		2,510,805
	5.50% 7/1/37		1,050,197		1,091,079
	5.50% 12/1/37		1,244,063		1,292,492
	5.50% 10/1/38		2,555,346		2,654,821
	6.00% 9/1/36		708,284		741,077
	*6.00% 12/1/36		3,612,118		3,779,355
	*6.00% 7/1/37		1,749,774		1,829,594
	6.00% 3/1/38		755,859		790,340
	*6.00% 4/1/38		13,408,578		14,020,244
	6.00% 8/1/38		7,901,924		8,262,390
	6.50% 11/1/33		37,121		39,353
	6.50% 2/1/36		843,239		893,725
	6.50% 3/1/36		1,428,202		1,506,293
	6.50% 6/1/36		1,785,885		1,883,533
	6.50% 8/1/36		1,173,962		1,238,151
	*6.50% 11/1/36		1,015,252		1,070,764
	6.50% 4/1/37		1,270,825		1,340,239
	6.50% 8/1/37		1,715,957		1,809,685
	6.50% 10/1/37		1,488,951		1,570,280
	6.50% 11/1/37		1,416,979		1,494,377
	6.50% 2/1/38		2,055,489		2,167,763
	7.00% 2/1/38		1,836,470		1,956,018
	7.00% 3/1/38		1,578,414		1,681,164
	7.50% 3/1/32		1,829		1,972
	7.50% 4/1/32		7,022		7,570
	7.50% 6/1/32		4,823		5,199
	Fannie Mae S.F. 30 yr TBA
	4.00% 4/1/39		3,135,000		3,152,390
	4.50% 4/1/39		6,005,000		6,136,359

(continues)     39

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Agency Mortgage-Backed Securities (continued)
·	Freddie Mac ARM
	4.406% 12/1/33	USD	164,440	$	167,123
	5.239% 4/1/34		11,189		11,514
	5.518% 2/1/38		2,002,425		2,077,687
	5.673% 7/1/36		325,463		336,922
	5.849% 5/1/37		2,112,653		2,195,783
	Freddie Mac Relocation 30 yr
	5.00% 9/1/33		4,928		5,023
	Freddie Mac S.F. 15 yr
	¥4.50% 5/1/20		1,057,531		1,093,971
	5.00% 6/1/18		356,858		371,170
	Freddie Mac S.F. 20 yr
	5.50% 10/1/23		687,398		716,867
	5.50% 8/1/24		165,890		172,880
	Freddie Mac S.F. 30 yr
	5.00% 4/1/35		616,850		638,759
	*5.00% 7/1/38		756,932		781,527
	5.50% 10/1/38		1,006,057		1,045,034
	6.50% 11/1/33		74,842		79,405
	6.50% 1/1/35		445,095		472,783
	6.50% 5/1/37		63,947		67,492
	6.50% 8/1/38		680,634		718,363
	7.00% 1/1/38		742,488		786,585
	Freddie Mac S.F. 30 yr TBA
	5.00% 4/1/39		4,835,000		4,986,094
	GNMA I S.F. 30 yr
	7.00% 12/15/34		709,858		758,007
	GNMA II 6.00% 4/20/34		53,256		55,620
Total Agency Mortgage-Backed
	Securities (cost $124,917,657)				129,884,710
Agency Obligations – 1.18%
	Fannie Mae
	*3.25% 4/9/13		860,000		898,499
	4.75% 11/19/12		1,100,000		1,206,967
	Federal Home Loan Bank
	3.625% 10/18/13		735,000		767,440
^	Financing Corporation
	Interest Strip
	CPN 4.797% 5/2/12		85,000		78,285
	CPN 4.901% 10/6/12		385,000		347,215
	CPN 5.101% 10/6/11		113,000		106,368
	CPN 5.175% 3/26/12		120,000		110,717
	CPN 5.213% 10/6/15		160,000		128,068
	CPN 1 5.162% 5/11/12		270,000		248,560
	CPN 1 5.283% 5/11/15		330,000		268,703
	CPN 4 5.213% 10/6/15		160,000		128,068
	CPN 5 5.065% 8/8/11		39,000		36,977
	CPN 12 5.10% 12/6/11		500,000		466,902
	CPN 13 5.161% 12/27/12		135,000		120,681
	CPN 15 4.903% 9/7/13		610,000		534,204
	CPN A 5.098% 8/8/15		122,000		98,605
	CPN A 5.099% 2/8/15		122,000		100,597
	Freddie Mac
	2.125% 3/23/12		165,000		166,370
	4.125% 12/21/12		1,070,000		1,149,870
	Tennessee Valley Authority
	4.875% 1/15/48		550,000		522,910
Total Agency Obligations
	(cost $7,053,645)				7,486,006
Commercial Mortgage-Backed Securities – 2.73%
#	American Tower Trust 144A
	Series 2007-1A AFX
	5.42% 4/15/37		420,000		363,300
	Series 2007-1A D
	5.957% 4/15/37		120,000		96,000
	Bank of America Commercial
	Mortgage Securities
	·Series 2004-3 A5
	5.322% 6/10/39		655,000		543,934
	·Series 2005-1 A5
	5.084% 11/10/42		675,000		548,329
	·Series 2005-6 AM
	5.18% 9/10/47		255,000		125,327
	Series 2006-4 A4
	5.634% 7/10/46		595,000		444,473
	·Series 2007-2 A2
	5.634% 4/10/49		3,710,000		3,030,102
	·Series 2007-3 A4
	5.658% 6/10/49		445,000		301,623
	Bear Stearns Commercial
	Mortgage Securities
	·Series 2005-T20 A4A
	5.151% 10/12/42		500,000		400,410
	·Series 2006-PW12 A4
	5.718% 9/11/38		750,000		639,461
	Series 2006-PW14 A4
	5.201% 12/11/38		500,000		409,767
	·Series 2007-PW16 A4
	5.717% 6/11/40		320,000		237,692
w	Commercial Mortgage Pass
	Through Certificates
	·#Series 2001-J1A A2
	144A 6.457% 2/14/34		249,802		251,867
	Series 2006-C7 A2
	5.69% 6/10/46		260,000		235,143
·	Credit Suisse Mortgage
	Capital Certificates
	Series 2006-C1 AAB
	5.552% 2/15/39		140,000		118,856
#	Crown Castle Towers 144A
	Series 2005-1A C
	5.074% 6/15/35		175,000		161,875
	Series 2006-1A B
	5.362% 11/15/36		675,000		597,375

40

		Principal		Value
		Amount°		(U.S. $)
Commercial Mortgage-Backed Securities (continued)
	General Electric Capital
	Commercial Mortgage
	Series 2002-1A A3
	6.269% 12/10/35	USD	325,000	$	314,154
	Series 2007-C1 A2
	5.417% 12/10/49		2,830,000		2,340,373
	Goldman Sachs Mortgage
	Securities II
	·Series 2004-GG2 A6
	5.396% 8/10/38		570,000		467,552
	Series 2005-GG4 A4
	4.761% 7/10/39		510,000		397,538
	Series 2005-GG4 A4A
	4.751% 7/10/39		515,000		380,957
	@·#Series 2006-RR3 A1S
	144A 5.66% 7/18/56		505,000		95,950
	·#Series 2007-GG10 J
	144A 5.799% 8/10/45		1,956,000		86,896
·	Greenwich Capital
	Commercial Funding
	Series 2004-GG1 A7
	5.317% 6/10/36		255,000		218,047
	JPMorgan Chase Commercial
	Mortgage Securities
	Series 2002-C1 A3
	5.376% 7/12/37		420,000		397,389
	Series 2002-C2 A2
	5.05% 12/12/34		465,000		436,018
	Series 2003-C1 A2
	4.985% 1/12/37		130,000		116,089
	Series 2006-LDP9 A2
	5.134% 5/15/47		360,000		266,918
	Lehman Brothers-UBS
	Commercial Mortgage
	Trust Series 2002-C1 A4
	6.462% 3/15/31		245,000		244,723
·	Morgan Stanley Capital I
	#Series 1999-FNV1 G
	144A 6.12% 3/15/31		140,000		119,000
	Series 2007-IQ14 A4
	5.692% 4/15/49		325,000		210,994
	Series 2007-T27 A4
	5.65% 6/11/42		375,000		282,711
·#	Morgan Stanley Dean
	Witter Capital I
	Series 2001-TOP1 E
	144A 7.365% 2/15/33		100,000		62,472
#	NYC Mortgage Loan Trust
	Series 1996 A3 144A
	6.75% 9/25/19		62,410		58,041
@·#	STRIPs III Series 2003-1A AFIX
	144A 3.308% 3/24/18		7,595		7,444
@#	Tower 144A
	Series 2006-1 B
	5.588% 2/15/36		160,000		145,600
	Series 2006-1 C
	5.707% 2/15/36		250,000		228,750
	Wachovia Bank Commercial
	Mortgage Trust
	Series 2006-C28 A2
	5.50% 10/15/48		555,000		486,917
	Series 2007-C31A A2
	5.421% 4/15/47		1,880,000		1,483,158
Total Commercial Mortgage-Backed
	Securities (cost $22,720,707)				17,353,225
Convertible Bonds – 0.46%
	Advanced Micro Devices
	6.00% exercise price
	$28.08, expiration
	date 5/1/15		890,000		337,088
#	Host Hotels & Resorts 144A
	3.25% exercise price
	$16.00, expiration
	date 3/15/24		560,000		510,999
#	Leap Wireless International
	144A 4.50% exercise
	price $93.21, expiration
	date 7/15/14		160,000		119,600
	National City
	4.00% exercise price
	$482.51, expiration
	date 2/1/11		770,000		705,512
	NII Holdings
	3.125% exercise price
	$118.32, expiration
	date 6/15/12		140,000		98,000
	Transocean
	1.50% exercise price
	$168.61, expiration
	date 12/15/37		485,000		418,313
	1.625% exercise price
	$168.61, expiration
	date 12/15/37		345,000		318,694
#	Virgin Media 144A
	6.50% exercise price
	$19.22, expiration
	date 11/15/16		80,000		43,400
*·	Wyeth 0.965% exercise
	price $60.09, expiration
	date 1/14/24		394,000		393,212
Total Convertible Bonds
	(cost $3,306,712)				2,944,818

(continues)     41

Statements of net assets

Optimum Fixed Income Fund

			Principal		Value
			Amount°		(U.S. $)
Corporate Bonds – 23.46%
Banking – 1.93%
@·#	Banco Mercantil 144A
		6.862% 10/13/21	USD	520,000	$	276,590
	Bank of America
	*	5.125% 11/15/14		180,000		153,964
		5.30% 3/15/17		1,040,000		765,364
		6.00% 10/15/36		250,000		165,814
		6.10% 6/15/17		615,000		446,356
	Bank of New York Mellon
		4.95% 3/15/15		310,000		296,957
		5.125% 8/27/13		440,000		450,784
		5.45% 4/1/16		575,000		546,530
*	BB&T 5.25% 11/1/19			70,000		61,624
	BB&T Capital Trust I
		5.85% 8/18/35		900,000		414,416
	BB&T Capital Trust II
		6.75% 6/7/36		1,310,000		724,336
	Branch Banking & Trust
		5.625% 9/15/16		380,000		355,370
@#	CoBank 144A
		7.875% 4/16/18		320,000		312,804
	JPMorgan Chase Capital XXV
		6.80% 10/1/37		2,827,000		1,876,686
	PNC Bank 6.875% 4/1/18			1,045,000		1,020,433
	PNC Funding
		5.625% 2/1/17		195,000		179,820
@·	Popular North America
		1.813% 4/6/09		265,000		264,947
	Silicon Valley Bank
		5.70% 6/1/12		724,000		690,773
		6.05% 6/1/17		250,000		194,045
	U.S. Bank North America
		4.80% 4/15/15		283,000		273,693
		4.95% 10/30/14		250,000		243,663
·	USB Capital IX
		6.189% 4/15/49		550,000		217,329
	Wachovia 5.75% 6/15/17			175,000		156,417
	Wells Fargo
		5.625% 12/11/17		952,000		870,065
·	Wells Fargo Capital XIII
		7.70% 12/29/49		2,796,000		1,332,711
						12,291,491
Basic Industry – 1.17%
	ArcelorMittal
		6.125% 6/1/18		1,608,000		1,165,165
	BHP Billiton Finance USA
		6.50% 4/1/19		180,000		182,698
	California Steel Industries
		6.125% 3/15/14		155,000		108,500
@	CPG International I
		10.50% 7/1/13		109,000		51,775
	Domtar
		7.125% 8/15/15		89,000		60,075
	*	7.875% 10/15/11		13,000		10,595
@#	Evraz Group 144A
		9.50% 4/24/18		787,000		440,720
	Freeport McMoRan
		Copper & Gold
		8.25% 4/1/15		55,000		52,723
		8.375% 4/1/17		455,000		426,025
	Georgia-Pacific
		7.70% 6/15/15		79,000		71,890
	*	8.875% 5/15/31		20,000		16,100
		9.50% 12/1/11		9,000		9,034
#	Georgia-Pacific 144A
		7.125% 1/15/17		128,000		119,040
	Huntsman International
		7.375% 1/1/15		350,000		145,250
	*	7.875% 11/15/14		117,000		48,555
	Innophos 8.875% 8/15/14			243,000		200,475
@#	Innophos Holding 144A
		9.50% 4/15/12		145,000		102,225
	Lubrizol 8.875% 2/1/19			870,000		896,200
#	MacDermid 144A
		9.50% 4/15/17		411,000		143,850
	NewPage 10.00% 5/1/12			330,000		116,325
	Noranda Aluminum
		Acquisition PIK
		6.595% 5/15/15		207,000		65,205
	Norske Skog Canada
		8.625% 6/15/11		257,000		118,863
@#	Norske Skogindustrier 144A
		7.125% 10/15/33		370,000		172,050
=@	Port Townsend
		12.431% 8/27/12		84,891		61,546
@	Potlatch 12.50% 12/1/09			315,000		329,898
	Reliance Steel & Aluminum
		6.85% 11/15/36		590,000		360,775
	Rock-Tenn 9.25% 3/15/16			148,000		148,370
	Rockwood Specialties Group
		7.50% 11/15/14		240,000		204,000
#	Ryerson 144A
	·	8.545% 11/1/14		137,000		71,583
		12.25% 11/1/15		72,000		41,220
@#	Sappi Papier Holding 144A
		6.75% 6/15/12		439,000		246,877
@#	Severstal 144A
		9.75% 7/29/13		160,000		104,800
	Southern Copper
		7.50% 7/27/35		198,000		144,101
#	Steel Dynamics 144A
		7.75% 4/15/16		677,000		467,130
	United States Steel
		7.00% 2/1/18		255,000		174,270
@	Vale Overseas
		6.875% 11/21/36		198,000		171,971
#	Vedanta Resources 144A
		9.50% 7/18/18		210,000		133,350
·	Verso Paper Holdings
		4.92% 8/1/14		101,000		29,795
						7,413,024

42

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Brokerage – 1.05%
@	AMVESCAP
	4.50% 12/15/09	USD	282,000	$	269,621
	Citigroup 6.50% 8/19/13		915,000		841,585
	E*Trade Financial
	12.50% 11/30/17		127,000		58,420
	Goldman Sachs Group
	5.95% 1/18/18		750,000		682,008
	6.15% 4/1/18		1,660,000		1,518,809
	6.75% 10/1/37		516,000		349,839
	Jefferies Group
	6.45% 6/8/27		301,000		172,082
	LaBranche 11.00% 5/15/12		215,000		194,844
	Lazard Group
	6.85% 6/15/17		280,000		225,785
	Morgan Stanley
	*5.30% 3/1/13		505,000		486,008
	5.375% 10/15/15		1,580,000		1,429,312
	5.55% 4/27/17		110,000		98,037
	6.25% 8/9/26		280,000		232,155
@#	Nuveen Investments 144A
	10.50% 11/15/15		440,000		125,400
					6,683,905
Capital Goods – 1.25%
	Allied Waste North America
	6.875% 6/1/17		415,000		378,220
	7.125% 5/15/16		895,000		835,721
	7.25% 3/15/15		65,000		61,497
	Anixter 10.00% 3/15/14		105,000		97,913
*	Associated Materials
	9.75% 4/15/12		182,000		144,690
	Browning-Ferris Industries
	7.40% 9/15/35		755,000		664,134
	Building Materials
	7.75% 8/1/14		203,000		140,578
	Bway Holding
	10.00% 10/15/10		443,000		449,645
	Casella Waste Systems
	9.75% 2/1/13		313,000		266,050
	Celestica
	7.625% 7/1/13		137,000		120,560
	7.875% 7/1/11		71,000		69,580
	Flextronics International
	6.25% 11/15/14		101,000		85,850
*	Graham Packaging
	9.875% 10/15/14		349,000		226,850
*	Graphic Packaging
	International
	9.50% 8/15/13		732,000		527,040
	Ingersoll-Rand
	Global Holding
	9.50% 4/15/14		105,000		104,992
@	Intertape Polymer
	8.50% 8/1/14		97,000		59,413
	L-3 Communications
	6.125% 7/15/13		154,000		148,610
#	Moog 144A 7.25% 6/15/18		137,000		127,068
	Owens Brockway
	Glass Container
	6.75% 12/1/14		295,000		284,675
*	RBS Global/Rexnord
	11.75% 8/1/16		169,000		103,935
	Thermadyne Industries
	10.00% 2/1/14		223,000		143,835
	Tyco Electronics Group
	6.55% 10/1/17		197,000		149,296
	7.125% 10/1/37		1,054,000		676,420
	Tyco International Finance
	8.50% 1/15/19		1,235,000		1,276,864
@	Vitro 11.75% 11/1/13		266,000		62,178
	Vought Aircraft Industries
	8.00% 7/15/11		105,000		41,475
	Waste Management
	7.375% 3/11/19		245,000		250,319
	WMX Technologies
	7.10% 8/1/26		535,000		483,485
					7,980,893
Communications – 4.78%
	AT&T
	5.80% 2/15/19		1,375,000		1,348,524
	6.40% 5/15/38		165,000		147,253
	AT&T Wireless
	8.125% 5/1/12		1,041,000		1,135,681
·	Centennial Communications
	7.185% 1/1/13		106,000		106,530
‡#	Charter Communications
	Operating 144A
	*8.00% 4/30/12		47,000		43,240
	8.375% 4/30/14		107,000		94,695
	10.875% 9/15/14		527,000		513,825
	Cincinnati Bell
	7.00% 2/15/15		170,000		157,250
	Citizens Communications
	6.25% 1/15/13		110,000		100,238
	7.125% 3/15/19		322,000		254,380
	Comcast
	·1.46% 7/14/09		309,000		307,400
	4.95% 6/15/16		280,000		254,415
	*5.70% 5/15/18		715,000		671,800
	*5.875% 2/15/18		385,000		366,676
	6.30% 11/15/17		39,000		38,010
	Comcast Cable Holdings
	10.125% 4/15/22		329,000		377,538
	Cricket Communications
	9.375% 11/1/14		560,000		536,200
	Crown Castle International
	9.00% 1/15/15		314,000		316,355

(continues)     43

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Communications (continued)
	CSC Holdings
	6.75% 4/15/12	USD	219,000	$	211,883
#	CSC Holdings 144A
	8.50% 4/15/14		292,000		289,080
	8.50% 6/15/15		93,000		91,373
	Deutsche Telekom
	International Finance
	5.25% 7/22/13		765,000		763,396
	6.75% 8/20/18		1,140,000		1,146,880
#	Digicel 144A 9.25% 9/1/12		225,000		199,688
#	Digicel Group 144A
	8.875% 1/15/15		210,000		136,500
	DirecTV Holdings
	8.375% 3/15/13		71,000		72,154
	Echostar DBS
	7.125% 2/1/16		303,000		272,700
#	Expedia 144A
	8.50% 7/1/16		122,000		104,310
	GCI 7.25% 2/15/14		96,000		84,480
@	Grupo Televisa
	8.49% 5/11/37	MXN	7,400,000		378,366
	Hughes Network
	Systems/Finance
	9.50% 4/15/14	USD	262,000		235,800
	Inmarsat Finance
	10.375% 11/15/12		1,019,000		1,049,570
	Intelsat Jackson Holdings
	11.25% 6/15/16		807,000		786,825
#	Intelsat Subsidiary Holding
	144A 8.875% 1/15/15		72,000		67,500
	Lamar Media
	6.625% 8/15/15		461,000		336,485
#	LBI Media 144A
	8.50% 8/1/17		81,000		22,275
	Lucent Technologies
	6.45% 3/15/29		227,000		87,395
	Mediacom Capital
	9.50% 1/15/13		120,000		112,800
	MetroPCS Wireless
	9.25% 11/1/14		679,000		662,025
	Nielsen Finance
	10.00% 8/1/14		182,000		157,430
*#	Nordic Telephone Holdings
	144A 8.875% 5/1/16		375,000		352,500
	Quebecor Media
	7.75% 3/15/16		120,000		91,800
*	Qwest Capital Funding
	7.25% 2/15/11		106,000		101,760
#	Rainbow National Services
	144A 10.375% 9/1/14		113,000		115,825
	Rogers Communications
	6.80% 8/15/18		1,430,000		1,431,703
	7.50% 8/15/38		345,000		343,129
	8.00% 12/15/12		108,000		109,485
	Sprint Nextel
	6.00% 12/1/16		1,612,000		1,160,640
	Telecom Italia Capital
	4.00% 1/15/10		301,000		296,476
	5.25% 10/1/15		1,045,000		882,257
	6.20% 7/18/11		50,000		49,126
#	Telesat Canada 144A
	11.00% 11/1/15		260,000		217,100
	12.50% 11/1/17		197,000		146,765
	Time Warner Cable
	6.75% 7/1/18		910,000		855,650
	7.50% 4/1/14		415,000		423,565
	8.25% 4/1/19		385,000		396,305
	8.75% 2/14/19		930,000		989,141
	Time Warner
	Telecom Holdings
	9.25% 2/15/14		291,000		282,270
	Verizon Communications
	5.50% 2/15/18		220,000		209,872
	6.10% 4/15/18		140,000		138,934
	6.35% 4/1/19		940,000		930,359
	6.90% 4/15/38		710,000		688,799
	*8.95% 3/1/39		930,000		1,071,805
#	Verizon Wireless
	Capital 144A
	5.55% 2/1/14		810,000		811,526
	8.50% 11/15/18		520,000		595,009
	Videotron 6.375% 12/15/15		100,000		91,125
#	Videotron 144A
	9.125% 4/15/18		188,000		191,995
@#	Vimpelcom 144A
	9.125% 4/30/18		567,000		351,540
*	Virgin Media Finance
	8.75% 4/15/14		402,000		381,900
#	Vivendi 144A
	6.625% 4/4/18		1,260,000		1,157,039
	Vodafone Group
	5.00% 12/16/13		700,000		710,106
	5.00% 9/15/15		215,000		209,666
	5.625% 2/27/17		165,000		163,787
#	Wind Acquisition Finance
	144A 10.75% 12/1/15		150,000		149,250
	Windstream 8.125% 8/1/13		300,000		297,000
					30,434,134
Consumer Cyclical – 2.00%
	Centex
	4.55% 11/1/10		426,000		389,790
	5.125% 10/1/13		57,000		45,315

44

			Principal		Value
			Amount°		(U.S. $)
Corporate Bonds (continued)
Consumer Cyclical (continued)
	Corrections Corporation
		of America
		6.25% 3/15/13	USD	105,000	$	101,063
	CVS Caremark
		4.875% 9/15/14		762,000		756,136
		5.75% 6/1/17		3,000		2,930
		6.25% 6/1/27		245,000		226,364
	·	6.302% 6/1/37		1,897,000		1,138,914
		6.60% 3/15/19		1,160,000		1,171,294
	Denny’s Holdings
		10.00% 10/1/12		82,000		71,340
	*Dollar General
		10.625% 7/15/15		294,000		294,735
	DR Horton
		6.00% 4/15/11		328,000		305,040
		7.875% 8/15/11		237,000		227,520
	Ford Motor Credit
	·	4.01% 1/13/12		165,000		104,156
		7.80% 6/1/12		455,000		308,559
		9.875% 8/10/11		290,000		219,626
@*#	Galaxy Entertainment
		Finance 144A
		9.875% 12/15/12		295,000		196,175
	Gaylord Entertainment
		6.75% 11/15/14		88,000		54,560
		8.00% 11/15/13		271,000		180,215
	Global Cash Access
		8.75% 3/15/12		209,000		172,425
*	Goodyear Tire & Rubber
		9.00% 7/1/15		259,000		200,725
#	Invista 144A 9.25% 5/1/12			240,000		216,000
	Levi Strauss 9.75% 1/15/15			276,000		238,740
	Limited Brands
		6.90% 7/15/17		165,000		113,425
	M/I Homes 6.875% 4/1/12			101,000		53,530
	Macy’s Retail Holdings
		6.65% 7/15/24		1,080,000		582,222
*#	MGM MIRAGE 144A
		13.00% 11/15/13		297,000		222,750
	Mobile Mini 6.875% 5/1/15			140,000		97,300
	Mohawk Industries
		6.625% 1/15/16		165,000		121,725
	Pinnacle Entertainment
		8.25% 3/15/12		27,000		23,760
		8.75% 10/1/13		137,000		121,245
#	Pokagon Gaming
		Authority 144A
		10.375% 6/15/14		303,000		253,005
	Ryland Group
		5.375% 5/15/12		344,000		301,000
		6.875% 6/15/13		267,000		236,295
*	Sally Holdings
		10.50% 11/15/16		270,000		237,600
	Target
		5.125% 1/15/13		895,000		933,034
		7.00% 1/15/38		110,000		103,346
	Toll
		8.25% 2/1/11		324,000		317,520
		8.25% 12/1/11		29,000		28,275
#	TRW Automotive 144A
		7.00% 3/15/14		165,000		70,125
		7.25% 3/15/17		100,000		42,000
	VF
		5.95% 11/1/17		170,000		161,719
		6.45% 11/1/37		35,000		30,311
	Wal-Mart Stores
		5.25% 9/1/35		300,000		270,536
		6.20% 4/15/38		570,000		578,085
		6.50% 8/15/37		310,000		323,379
	Yum! Brands
		6.875% 11/15/37		1,020,000		848,022
						12,691,831
Consumer Non-Cyclical – 4.29%
	Abbott Laboratories
		5.125% 4/1/19		810,000		816,222
	ACCO Brands
		7.625% 8/15/15		85,000		17,425
*	Alliance Imaging
		7.25% 12/15/12		136,000		131,240
	Alliance One International
		8.50% 5/15/12		47,000		40,185
		11.00% 5/15/12		59,000		55,165
@#	AmBev International
		Finance 144A
		9.50% 7/24/17	BRL	210,000		74,264
	Amgen
		5.70% 2/1/19	USD	145,000		147,546
		6.375% 6/1/37		310,000		298,225
		6.40% 2/1/39		650,000		626,885
		6.90% 6/1/38		735,000		756,994
#	Anheuser-Busch InBev
		Worldwide 144A
		7.75% 1/15/19		355,000		354,570
		8.20% 1/15/39		1,495,000		1,470,967
*	Aramark 8.50% 2/1/15			460,000		425,500
*#	Bausch & Lomb 144A
		9.875% 11/1/15		959,000		764,803
	Biomet
		10.00% 10/15/17		171,000		170,145
		11.625% 10/15/17		39,000		34,613
*	Community Health Systems
		8.875% 7/15/15		322,000		305,900
	Constellation Brands
		8.125% 1/15/12		110,000		110,550
	Cornell 10.75% 7/1/12			63,000		60,008
	Cott Beverages
		8.00% 12/15/11		191,000		108,870

(continues)     45

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Consumer Non-Cyclical (continued)
	Covidien International
	Finance
	6.00% 10/15/17	USD	2,816,000	$	2,860,796
	6.55% 10/15/37		2,000		1,976
	Del Monte
	6.75% 2/15/15		46,000		43,470
	8.625% 12/15/12		34,000		34,340
	Delhaize America
	9.00% 4/15/31		1,274,000		1,357,416
	Delhaize Group
	5.875% 2/1/14		150,000		150,111
	6.50% 6/15/17		289,000		279,799
	Diageo Capital
	5.75% 10/23/17		159,000		162,357
	Elan Finance
	7.75% 11/15/11		70,000		59,150
	8.875% 12/1/13		155,000		124,775
	HCA
	6.50% 2/15/16		373,000		246,180
	9.25% 11/15/16		917,000		836,763
	HCA PIK 9.625% 11/15/16		66,000		52,800
·	HealthSouth
	8.323% 6/15/14		425,000		367,625
	Iron Mountain
	6.625% 1/1/16		76,000		70,680
	8.00% 6/15/20		323,000		302,005
*	Jarden 7.50% 5/1/17		188,000		152,280
	JohnsonDiversey Holdings
	10.67% 5/15/13		189,000		142,695
	Kraft Foods
	4.125% 11/12/09		10,000		10,107
	Kroger 7.50% 1/15/14		805,000		894,107
	McKesson
	5.70% 3/1/17		135,000		127,957
	7.50% 2/15/19		845,000		898,453
	Medtronic 4.50% 3/15/14		1,595,000		1,637,300
	Novartis Capital
	4.125% 2/10/14		305,000		312,019
	Novartis Securities Investment
	5.125% 2/10/19		225,000		228,887
	Pfizer
	6.20% 3/15/19		780,000		832,812
	7.20% 3/15/39		730,000		785,365
#	President & Fellows of
	Harvard College 144A
	6.00% 1/15/19		805,000		867,585
	6.50% 1/15/39		580,000		650,140
	Princeton University
	5.70% 3/1/39		815,000		802,873
	Psychiatric Solutions
	7.75% 7/15/15		100,000		90,750
	Quest Diagnostic
	5.45% 11/1/15		1,283,000		1,213,990
	6.40% 7/1/17		30,000		28,675
	6.95% 7/1/37		461,000		398,130
	RSC Equipment Rental
	9.50% 12/1/14		219,000		108,405
	Schering-Plough
	6.00% 9/15/17		805,000		831,279
	Select Medical
	7.625% 2/1/15		333,000		217,283
@#	Seminole Indian Tribe of
	Florida 144A
	7.804% 10/1/20		195,000		152,205
	8.03% 10/1/20		80,000		66,408
	Smithfield Foods
	7.75% 5/15/13		150,000		101,250
	Tenet Healthcare
	7.375% 2/1/13		250,000		200,000
#	Tyson Foods 144A
	10.50% 3/1/14		155,000		158,875
	Universal Hospital PIK
	8.50% 6/1/15		166,000		148,570
	US Oncology
	9.00% 8/15/12		120,000		117,000
	Visant Holding
	8.75% 12/1/13		251,000		229,665
	WellPoint 5.95% 12/15/34		606,000		496,908
	Wyeth 5.50% 2/1/14		638,000		670,874
					27,293,167
Electric – 1.59%
	AES
	7.75% 3/1/14		32,000		28,800
	8.00% 10/15/17		98,000		84,525
#	AES 144A
	8.00% 6/1/20		512,000		417,280
	8.75% 5/15/13		53,000		52,470
	Columbus Southern Power
	6.05% 5/1/18		251,000		232,601
	Commonwealth Edison
	5.80% 3/15/18		40,000		37,962
	5.90% 3/15/36		90,000		73,923
	6.15% 9/15/17		431,000		410,250
·	Dominion Resources
	6.30% 9/30/66		810,000		457,876
	Duke Energy Indiana
	6.45% 4/1/39		205,000		210,664
	Duquense Light Holdings
	5.50% 8/15/15		756,000		632,645
	Edison Mission Energy
	7.00% 5/15/17		74,000		54,390
	7.625% 5/15/27		459,000		277,695
	Elwood Energy
	8.159% 7/5/26		254,116		195,115
	Florida Power & Light
	5.96% 4/1/39		300,000		304,853
·	FPL Group Capital
	6.65% 6/15/67		1,080,000		778,718
	Illinois Power
	6.125% 11/15/17		823,000		749,071

46

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Electric (continued)
	Indiana Michigan Power
	7.00% 3/15/19	USD	215,000	$	210,319
*	Jersey Central Power &
	Light 7.35% 2/1/19		215,000		220,084
	Midamerican Funding
	6.75% 3/1/11		10,000		10,334
	Midwest Generation
	8.30% 7/2/09		34,684		34,164
	Mirant Americas Generation
	8.50% 10/1/21		530,000		394,850
w	Mirant Mid Atlantic
	Pass Through Trust
	8.625% 6/30/12		121,779		121,490
	Mirant North America
	7.375% 12/31/13		76,000		69,160
	NRG Energy
	7.25% 2/1/14		120,000		113,100
	7.375% 2/1/16		607,000		566,028
	7.375% 1/15/17		143,000		133,348
	Orion Power Holdings
	12.00% 5/1/10		226,000		234,193
	Peco Energy 5.35% 3/1/18		205,000		199,180
#	Pedernales Electric
	Cooperative 144A
	6.202% 11/15/32		620,000		612,976
·	PPL Capital Funding
	6.70% 3/30/67		1,555,000		887,509
	PPL Electric Utilities
	7.125% 11/30/13		435,000		477,626
*	Reliant Energy
	7.625% 6/15/14		301,000		245,315
	Texas Competitive
	Electric Holdings
	10.25% 11/1/15		378,000		190,890
#	TXU Australia 144A
	6.15% 11/15/13		375,000		371,227
					10,090,631
Energy – 1.47%
	Chesapeake Energy
	*6.375% 6/15/15		39,000		33,053
	6.625% 1/15/16		231,000		193,463
	9.50% 2/15/15		660,000		645,150
	Complete Production Service
	8.00% 12/15/16		112,000		71,680
	Compton Petroleum Finance
	7.625% 12/1/13		311,000		99,520
	ConocoPhillips
	6.50% 2/1/39		320,000		313,163
#	Copano Energy 144A
	7.75% 6/1/18		135,000		108,000
	Denbury Resources
	9.75% 3/1/16		127,000		123,190
	Frontier Oil 8.50% 9/15/16		103,000		101,970
	Geophysique-Veritas
	7.50% 5/15/15		28,000		22,260
	7.75% 5/15/17		209,000		160,930
	Halliburton 7.45% 9/15/39		510,000		512,107
#	Helix Energy Solutions
	Group 144A
	9.50% 1/15/16		582,000		346,290
#	Hilcorp Energy I 144A
	7.75% 11/1/15		191,000		140,385
	9.00% 6/1/16		204,000		151,980
	International Coal Group
	10.25% 7/15/14		247,000		159,315
	Key Energy Services
	8.375% 12/1/14		102,000		64,770
	Marathon Oil
	7.50% 2/15/19		310,000		312,861
	Mariner Energy
	8.00% 5/15/17		219,000		145,635
	MarkWest Energy Partners
	8.75% 4/15/18		157,000		110,293
	Massey Energy
	6.875% 12/15/13		295,000		258,125
	Noble Energy 8.25% 3/1/19		260,000		266,765
	OPTI Canada
	7.875% 12/15/14		120,000		53,100
	8.25% 12/15/14		160,000		72,400
*	Petrobras International
	Finance 7.875% 3/15/19		195,000		203,034
	PetroHawk Energy
	9.125% 7/15/13		32,000		30,880
#	PetroHawk Energy 144A
	7.875% 6/1/15		185,000		163,725
	10.50% 8/1/14		110,000		110,000
@	Petroleum Development
	12.00% 2/15/18		185,000		123,025
	Plains All American Pipeline
	6.50% 5/1/18		565,000		489,141
	Plains Exploration & Production
	7.00% 3/15/17		92,000		73,600
	7.625% 6/1/18		369,000		300,735
	Range Resources
	7.25% 5/1/18		123,000		110,700
#	Tennessee Gas Pipeline 144A
	8.00% 2/1/16		70,000		70,350
	TransCanada Pipelines
	7.125% 1/15/19		365,000		381,516
	7.25% 8/15/38		985,000		923,289
	Valero Energy
	9.375% 3/15/19		260,000		268,850
	Weatherford International
	5.95% 6/15/12		605,000		579,332
	7.00% 3/15/38		160,000		116,613

(continues)     47

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Energy (continued)
	Whiting Petroleum
	7.25% 5/1/13	USD	174,000	$	137,460
	Williams 7.50% 1/15/31		130,000		102,940
	XTO Energy
	5.75% 12/15/13		419,000		424,025
	6.75% 8/1/37		310,000		282,976
					9,358,596
Finance Companies – 1.14%
@	Cardtronics 9.25% 8/15/13		372,000		239,940
	FTI Consulting
	7.625% 6/15/13		427,000		432,338
	General Electric Capital
	·3.85% 2/2/11	NOK	3,500,000		481,991
	@5.125% 1/28/14	SEK	2,500,000		284,549
	5.875% 1/14/38	USD	1,680,000		1,203,402
	*6.75% 3/15/32		80,000		65,040
	6.875% 1/10/39		1,050,000		858,739
@	General Electric Capital
	UK Funding
	4.625% 1/18/16	GBP	226,000		259,672
#	GMAC 144A
	6.00% 12/15/11	USD	85,000		57,901
	6.625% 5/15/12		69,000		46,316
	6.875% 9/15/11		525,000		373,265
	6.875% 8/28/12		296,000		198,921
·	Goldman Sachs Capital II
	5.793% 12/29/49		1,818,000		757,346
@·	HSBC Financial
	1.249% 4/24/10	CAD	283,000		219,171
·#	ILFC E-Capital Trust II 144A
	6.25% 12/21/65	USD	405,000		65,001
	International Lease Finance
	5.35% 3/1/12		383,000		215,063
	5.625% 9/20/13		565,000		316,365
	5.875% 5/1/13		235,000		126,108
	6.625% 11/15/13		425,000		235,609
	Lender Processing Services
	8.125% 7/1/16		108,000		107,730
*	Pinnacle Foods Finance
	9.25% 4/1/15		103,000		82,400
	SLM 8.45% 6/15/18		1,170,000		632,745
					7,259,612
Insurance – 1.66%
	21st Century Insurance
	5.90% 12/15/13		275,000		110,764
#	Farmers Insurance Exchange
	144A 8.625% 5/1/24		610,000		386,075
	FBL Financial Group
	5.875% 3/15/17		720,000		497,173
·	Hartford Financial
	Services Group
	8.125% 6/15/38		2,335,000		748,764
·#	Liberty Mutual Group 144A
	10.75% 6/15/58		325,000		159,434
	MetLife 6.817% 8/15/18		315,000		270,886
·#	MetLife Capital Trust X
	144A 9.25% 4/8/38		2,600,000		1,458,227
#	Metropolitan Life Global
	Funding I 144A
	4.25% 7/30/09		420,000		419,445
	5.125% 4/10/13		375,000		342,786
@∏	Montpelier Re Holdings
	6.125% 8/15/13		125,000		96,047
#	NLV Financial 144A
	6.50% 3/15/35		385,000		247,804
·#	Oil Insurance 144A
	7.558% 12/29/49		2,295,000		845,297
·	PartnerRe Finance II
	6.44% 12/1/66		1,148,000		575,347
·#	Symetra Financial 144A
	8.30% 10/15/37		515,000		167,533
	Transatlantic Holdings
	5.75% 12/14/15		1,154,000		700,236
‡w#	Twin Reefs Pass Through
	Trust 144A
	2.825% 12/31/49		300,000		435
	UnitedHealth Group
	5.50% 11/15/12		703,000		702,505
	5.80% 3/15/36		2,162,000		1,679,028
	WellPoint
	5.00% 1/15/11		506,000		507,668
	5.85% 1/15/36		660,000		535,244
	6.375% 6/15/37		115,000		99,360
					10,550,058
Natural Gas – 0.40%
	AmeriGas Partners
	7.125% 5/20/16		161,000		152,145
	Dynergy Holdings
	7.75% 6/1/19		344,000		225,320
	El Paso
	6.875% 6/15/14		101,000		90,468
	7.00% 6/15/17		120,000		102,802
	7.25% 6/1/18		18,000		15,390
	8.25% 2/15/16		29,000		27,260
#	El Paso Performance-Linked
	Trust 144A
	7.75% 7/15/11		134,000		129,118
	Enterprise Products Operating
	5.00% 3/1/15		160,000		137,253
	6.30% 9/15/17		185,000		170,790
	6.50% 1/31/19		386,000		355,298
	6.875% 3/1/33		700,000		578,571
	9.75% 1/31/14		180,000		197,976
	Inergy Finance
	6.875% 12/15/14		110,000		102,300
	8.25% 3/1/16		126,000		120,330

48

		Principal		Value
		Amount°		(U.S. $)
Corporate Bonds (continued)
Natural Gas (continued)
#	Inergy Finance 144A
	8.75% 3/1/15	USD	78,000	$	75,660
	Regency Energy Partners
	8.375% 12/15/13		108,000		92,340
					2,573,021
Real Estate – 0.06%
	Regency Centers
	5.875% 6/15/17		285,000		191,522
·#	USB Realty 144A
	6.091% 12/22/49		500,000		190,111
					381,633
Technology – 0.58%
	Amkor Technology
	7.75% 5/15/13		117,000		94,624
	Avago Technologies Finance
	10.125% 12/1/13		90,000		80,550
	Broadridge Financial Solutions
	6.125% 6/1/17		198,000		166,753
	Cisco Systems
	5.90% 2/15/39		1,030,000		949,542
	International Business
	Machines
	@4.00% 11/11/11	EUR	400,000		542,847
	6.50% 10/15/13	USD	445,000		492,741
	Oracle 6.50% 4/15/38		915,000		915,564
	Sungard Data Systems
	9.125% 8/15/13		190,000		166,250
	10.25% 8/15/15		424,000		298,920
					3,707,791
Transportation – 0.09%
#	Ashtead Capital 144A
	9.00% 8/15/16		200,000		115,000
#	Erac USA Finance 144A
	6.375% 10/15/17		135,000		87,053
	Hertz
	8.875% 1/1/14		211,000		128,974
	*10.50% 1/1/16		122,000		53,680
	Kansas City Southern
	de Mexico
	9.375% 5/1/12		195,000		178,425
@	Northwest Airlines
	10.00% 2/1/10		65,000		325
					563,457
Total Corporate Bonds
	(cost $171,267,022)				149,273,244
Foreign Agencies – 0.51%D
France – 0.08%
#	Electricite de France 144A
	6.95% 1/26/39		350,000		347,990
	France Telecom
	7.75% 3/1/11		164,000		175,721
					523,711
Germany – 0.31%
	KFW
	1.875% 3/15/11		720,000		723,600
	3.50% 7/4/21	EUR	975,000		1,227,623
					1,951,223
Qatar – 0.06%
#	Ras Laffan Liquefied
	Natural Gas III 144A
	5.832% 9/30/16	USD	400,000		378,108
					378,108
Republic of Korea – 0.06%
	Korea Development Bank
	5.30% 1/17/13		420,000		390,246
					390,246
Total Foreign Agencies
	(cost $3,255,465)				3,243,288
Municipal Bonds – 1.24%
	Aruba Airport Authority
	Series 1997 A
	7.70% 1/1/13 (MBIA)		147,000		145,773
	Escondido, California Joint
	Powers Financing
	Authority Series B
	5.53% 9/1/18
	(MBIA) (FGIC)		1,940,000		1,863,039
	Escondido, California
	Revenue (Wastewater
	Capital Projects)
	Certificates of
	Participation Series B
	5.75% 9/1/25 (MBIA)		465,000		394,692
	La Quinta, California
	Redevelopment
	Agency Tax Allocation
	Project #1
	5.45% 9/1/13 (AMBAC)		560,000		565,415
	6.24% 9/1/23 (AMBAC)		640,000		597,338
	Los Angeles, California
	Community
	Redevelopment
	Agency Series D
	5.60% 7/1/18 (MBIA)		80,000		74,991
	6.02% 9/1/21 (MBIA)		950,000		848,179
	New Jersey Economic
	Development Authority
	Revenue (Cigarette Tax)
	5.75% 6/15/29		100,000		76,159
	North Texas Tollway
	Authority Refunding
	Series A
	5.50% 1/1/18		250,000		262,183
	6.00% 1/1/20		500,000		535,405

(continues)    49

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Municipal Bonds (continued)
	Oregon State
	Taxable Pension
	5.892% 6/1/27	USD	65,000	$	62,603
	Sacramento County,
	California Public Finance
	Authority Revenue
	(Housing Tax County
	Project) Series B
	5.18% 12/1/13
	(MBIA) (FGIC)		105,000		102,975
	San Diego, California
	Redevelopment Agency
	Tax Allocation Series C
	5.81% 9/1/19 (XLCA)		645,000		575,250
	Texas Transportation
	Community Mobility
	5.00% 4/1/19		495,000		554,252
	Triborough, New York
	Bridge & Tunnel
	Authority Series A
	5.00% 11/15/18		545,000		608,209
	5.00% 11/15/19		270,000		295,291
	West Virginia Economic
	Development Authority
	5.37% 7/1/20 (MBIA)		30,000		27,699
@	West Virginia Tobacco
	Settlement Finance
	Authority Series A
	7.467% 6/1/47		625,000		325,125
Total Municipal Bonds
	(cost $8,607,823)				7,914,578
Non-Agency Asset-Backed Securities – 2.58%
·	Bank of America Credit
	Card Trust
	Series 2008-A5 A5
	1.756% 12/16/13		1,245,000		1,170,557
	Series 2008-A7 A7
	1.256% 12/15/14		390,000		348,771
#	Cabela’s Master Credit
	Card Trust Series
	2008-1A A1 144A
	4.31% 12/16/13		715,000		663,622
	Capital Auto Receivables
	Asset Trust
	Series 2007-3 A3A
	5.02% 9/15/11		721,005		722,120
	Series 2008-1 A3A
	3.86% 8/15/12		630,000		604,803
	Capital One Multi-Asset
	Execution Trust
	Series 2007-A7 A7
	5.75% 7/15/20		550,000		482,899
	Caterpillar Financial
	Asset Trust
	Series 2007-A A3A
	5.34% 6/25/12		170,469		171,150
	Series 2008-A A3
	4.94% 4/25/14		650,000		626,491
	Centex Home Equity
	Series 2002-A AF6
	5.54% 1/25/32		38,530		33,669
	Chase Issuance Trust
	Series 2005-A7 A7
	4.55% 3/15/13		405,000		407,295
	·Series 2005-A8 A8
	0.596% 10/15/12		600,000		577,139
	Series 2005-A10 A10
	4.65% 12/17/12		410,000		411,265
@	Citicorp Residential
	Mortgage Securities
	Series 2006-3 A4
	5.703% 11/25/36		900,000		588,769
	Series 2006-3 A5
	5.948% 11/25/36		900,000		472,129
	CNH Equipment Trust
	·Series 2007-C A2
	1.406% 9/15/10		54,304		54,316
	Series 2008-A A4A
	4.93% 8/15/14		390,000		386,499
	Series 2008-A3
	4.12% 5/15/12		240,000		241,592
	Series 2008-B A3A
	4.78% 7/16/12		425,000		428,557
·	Countrywide Asset-Backed
	Certificates
	@Series 2006-11 1AF3
	6.05% 9/25/46		295,000		112,369
	Series 2006-11 1AF6
	6.15% 9/25/46		1,450,000		675,465
	Series 2006-15 A6
	5.826% 10/25/46		525,000		236,532
@#	Countrywide Asset-Backed
	NIM Certificates Series
	2004-BC1 Note 144A
	5.50% 4/25/35		26		0
	Daimler Chrysler Auto Trust
	Series 2008-B A3A
	4.71% 9/10/12		550,000		516,027
	Discover Card Master Trust
	Series 2007-A1 A1
	5.65% 3/16/20		450,000		391,034
	Series 2008-A4 A4
	5.65% 12/15/15		620,000		588,023
@#	Dunkin Securitization
	Series 2006-1 A2 144A
	5.779% 6/20/31		665,000		484,211

50

		Principal		Value
		Amount°		(U.S. $)
Non-Agency Asset-Backed Securities (continued)
	Ford Credit Auto Owner
	Trust Series 2007-B A3A
	5.15% 11/15/11	USD	440,000	$	434,172
·#	Golden Credit Card Trust
	Series 2008-3 A 144A
	1.556% 7/15/17		550,000		508,090
	Harley-Davidson Motorcycle Trust
	#Series 2006-1 A2 144A
	5.04% 10/15/12		228,501		224,794
	Series 2007-2 A3
	5.10% 5/15/12		157,439		156,121
	HSI Asset Securitization Trust
	Series 2006-HE1 2A1
	0.572% 10/25/36		579,135		360,483
	Hyundai Auto
	Receivables Trust
	Series 2007-A A3A
	5.04% 1/17/12		173,081		175,918
	Series 2008-A A3
	4.93% 12/17/12		430,000		434,859
	John Deere Owner Trust
	Series 2008-A A3
	4.18% 6/15/12		485,000		473,597
·	MBNA Credit Card Master
	Note Trust
	Series 2005-A4 A4
	0.596% 11/15/12		375,000		361,295
	Series 2006-A3 A3
	0.576% 8/15/12		250,000		243,032
@	Mid-State Trust
	Series 2004-1 A
	6.005% 8/15/37		40,348		28,563
	Series 2005-1 A
	5.745% 1/15/40		203,146		113,814
	#Series 2006-1 A 144A
	5.787% 10/15/40		129,544		92,506
	RSB Bondco Series 2007-A A2
	5.72% 4/1/18		405,000		437,179
#	Securitized Asset-Backed
	NIM Trust Series
	2005-FR4 144A
	6.00% 1/25/36		330,313		33
@·#	Sovereign Dealer Floor
	Plan Master Series
	2006-1 A 144A
	0.606% 8/15/11		62,553		61,771
@∏	Structured Asset Securities
	Series 2001-SB1 A2
	3.375% 8/25/31		95,804		78,769
	USAA Auto Owner Trust
	Series 2007-2 A3
	4.90% 2/15/12		326,236		329,758
·	Vanderbilt Mortgage
	Finance Series 2001-A A4
	7.235% 6/7/28		113,760		108,214
	World Omni Auto
	Receivables Trust
	Series 2008-A A3A
	3.94% 10/15/12		400,000		396,443
Total Non-Agency Asset-Backed
	Securities (cost $19,425,233)				16,414,715
Non-Agency Collateralized Mortgage Obligations – 21.96%
·	ARM Trust
	Series 2004-5 3A1
	4.952% 4/25/35		5,863,659		4,547,604
	Series 2005-10 3A11
	5.413% 1/25/36		630,908		471,402
	Series 2005-10 3A31
	5.413% 1/25/36		1,145,000		523,099
	Series 2006-2 1A4
	5.747% 5/25/36		1,440,000		615,536
	#Series 2007-3 2A1 144A
	6.868% 11/25/37		7,015,298		3,613,061
	Bank of America Alternative
	Loan Trust
	Series 2003-2 B1
	5.75% 4/25/33		8,481,942		4,862,776
	Series 2003-10 2A1
	6.00% 12/25/33		15,616		14,435
	Series 2004-2 1A1
	6.00% 3/25/34		53,957		45,560
	Series 2004-10 1CB1
	6.00% 11/25/34		198,373		177,420
	Series 2004-11 1CB1
	6.00% 12/25/34		1,768		1,316
	@Series 2005-3 2A1
	5.50% 4/25/20		121,077		95,953
	@Series 2005-5 2CB1
	6.00% 6/25/35		284,521		154,886
	@Series 2005-6 7A1
	5.50% 7/25/20		386,213		344,695
	@Series 2005-9 5A1
	5.50% 10/25/20		330,328		261,785
	Bank of America
	Funding Securities
	Series 2005-8 1A1
	5.50% 1/25/36		959,415		755,840
	Series 2006-5 2A10
	5.75% 9/25/36		1,150,000		938,509
·	Bear Stearns ARM Trust
	Series 2007-3 1A1
	5.473% 5/25/47		1,275,661		653,472
	Series 2007-4 22A1
	5.993% 6/25/47		2,862,240		1,477,947
	Series 2007-5 3A1
	5.98% 8/25/47		2,765,145		1,478,687

(continues)51

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Non-Agency Collateralized Mortgage Obligations (continued)
	Chase Mortgage Finance
	Series 2003-S8 A2
	5.00% 9/25/18	USD	309,898	$	308,929
	·Series 2005-A1 3A1
	5.285% 12/25/35		729,630		470,286
	Citicorp Mortgage Securities
	Series 2004-1 1A1
	5.25% 1/25/34		1,006,921		927,803
	Series 2004-8 1A1
	5.50% 10/25/34		548,234		523,165
	Series 2006-4 3A1
	5.50% 8/25/21		563,815		497,567
	Citigroup Mortgage
	Loan Trust
	Series 2004-NCM2 1CB2
	6.75% 8/25/34		191,989		165,831
	·Series 2004-UST1 A6
	5.082% 8/25/34		1,013,326		837,792
	·Series 2006-AR7 1A4A
	5.775% 11/25/36		2,822,100		1,500,991
	Countrywide Alternative
	Loan Trust
	Series 2003-21T1 A2
	5.25% 12/25/33		603,955		497,827
	Series 2004-1T1 A2
	5.50% 2/25/34		502,887		431,467
	Series 2004-14T2 A6
	5.50% 8/25/34		537,811		474,686
	Series 2004-J1 1A1
	6.00% 2/25/34		14,558		13,457
	Series 2004-J2 7A1
	6.00% 12/25/33		30,546		25,792
	@∏·Series 2005-63 3A1
	5.886% 11/25/35		452,539		231,349
	Series 2006-30T1 1A2
	6.25% 11/25/36		8,799,528		4,427,262
	Series 2007-5CB 1A2
	6.00% 4/25/37		10,000,000		5,230,061
	Series 2007-9T1 2A2
	6.00% 5/25/37		9,074,950		4,402,106
	Series 2007-AL1 A1
	0.772% 6/25/37		10,162,515		3,469,063
w	Countrywide Home Loan
	Mortgage Pass
	Through Trust
	·Series 2003-21 A1
	4.77% 5/25/33		7,705		5,963
	@·Series 2004-HYB4 M
	4.587% 9/20/34		206,967		124,621
	Series 2005-29 A1
	5.75% 12/25/35		1,565,457		993,086
	·Series 2005-HYB8 4A1
	5.55% 12/20/35		14,887		8,081
	Series 2006-1 A2
	6.00% 3/25/36		349,367		225,123
	@Series 2006-1 A3
	6.00% 3/25/36		119,985		65,317
	@Series 2006-17 A5
	6.00% 12/25/36		236,010		211,134
	@·Series 2006-HYB1 3A1
	5.234% 3/20/36		463,094		227,057
	@∏·Series 2006-HYB3 3A1A
	6.051% 5/20/36		451,433		249,575
	Series 2007-4 1A1
	6.00% 5/25/37		5,973,720		3,371,418
	·Series 2007-HY1 1A1
	5.677% 4/25/37		1,753,840		857,965
	Credit Suisse First Boston
	Mortgage Securities
	Series 2003-29 5A1
	7.00% 12/25/33		9,397		8,587
	Series 2004-1 3A1
	7.00% 2/25/34		4,734		4,325
	Credit Suisse Mortgage
	Capital Certificates
	#Series 2005-1R 2A5 144A
	5.75% 12/26/35		7,096,083		3,689,963
	Series 2006-9 3A1
	6.00% 11/25/36		42,399		20,961
	Series 2007-1 5A14
	6.00% 2/25/37		1,491,800		1,017,392
	·Series 2007-3 4A6
	0.724% 4/25/37		5,124,647		2,583,451
	·Series 2007-3 4A12
	6.276% 4/25/37		5,124,647		314,402
	Series 2007-3 4A15
	5.50% 4/25/37		1,413,826		936,236
	Series 2007-5 1A11
	7.00% 8/25/37		6,938,045		3,191,501
	Series 2007-5 3A19
	6.00% 8/25/37		1,848,249		1,375,791
	Series 2007-5 10A2
	6.00% 4/25/29		881,447		612,055
·#	Deutsche Mortgage
	Securities Series
	2005-WF1 1A3 144A
	5.103% 6/26/35		1,720,000		925,848
·	First Horizon Asset Securities
	Series 2004-AR5 4A1
	5.708% 10/25/34		55,662		38,423
	Series 2005-AR2 2A1
	5.13% 6/25/35		650,626		428,867
	Series 2007-AR1 1A1
	5.827% 5/25/37		1,744,150		924,741
	Series 2007-AR3 2A2
	6.298% 11/25/37		1,403,577		763,648

52

		Principal		Value
		Amount°		(U.S. $)
Non-Agency Collateralized Mortgage Obligations (continued)
	GMAC Mortgage
	Loan Trust
	·Series 2005-AR2 4A
	5.173% 5/25/35	USD	522,088	$	333,853
	Series 2006-J1 A1
	5.75% 4/25/36		1,498,425		1,025,825
#	GSMPS Mortgage Loan
	Trust 144A
	·Series 1998-3 A
	7.75% 9/19/27		22,355		22,340
	·Series 1999-3 A
	8.00% 8/19/29		33,998		38,563
	Series 2005-RP1 1A3
	8.00% 1/25/35		318,775		295,119
	Series 2005-RP1 1A4
	8.50% 1/25/35		139,322		131,562
	Series 2006-RP1 1A2
	7.50% 1/25/36		347,660		290,228
	GSR Mortgage Loan Trust
	@Series 2006-1F 5A2
	6.00% 2/25/36		176,147		87,083
	·Series 2006-AR1 3A1
	5.363% 1/25/36		315,977		191,833
	·Series 2007-AR1 2A1
	5.993% 3/25/47		3,334,540		1,682,589
	·Series 2007-AR2 1A1
	5.77% 5/25/47		1,047,368		519,652
	·Series 2007-AR2 2A1
	5.497% 5/25/47		978,572		526,247
·	Indymac Index Mortgage
	Loan Trust
	Series 2006-AR1 A1
	5.908% 8/25/36		1,010,914		639,599
	Series 2006-AR3 1A1
	5.284% 12/25/36		2,061,072		1,099,683
	Series 2007-AR1 1A2
	5.69% 3/25/37		2,142,093		1,254,794
·	JPMorgan Mortgage Trust
	Series 2005-A1 4A1
	4.777% 2/25/35		121,210		100,272
	Series 2005-A4 1A1
	5.395% 7/25/35		330,989		242,866
	Series 2005-A6 1A2
	5.14% 9/25/35		720,000		436,482
	Series 2006-A2 2A4
	5.754% 4/25/36		2,025,000		988,660
	Series 2006-A6 2A4L
	5.555% 10/25/36		1,590,000		786,302
	Series 2006-A7 2A2
	5.793% 1/25/37		1,015,681		576,436
	Series 2007-A1 6A1
	4.778% 7/25/35		2,376,017		1,664,327
	Lehman Mortgage Trust
	@Series 2005-2 2A3
	5.50% 12/25/35		285,447		223,738
	@Series 2006-1 3A3
	5.50% 2/25/36		27,254		19,032
	Series 2007-10 2A2
	6.50% 1/25/38		7,435,977		4,856,622
	MASTR Alternative Loans Trust
	Series 2003-6 3A1
	8.00% 9/25/33		12,749		12,657
	Series 2003-9 1A1
	5.50% 12/25/18		12,604		12,257
	Series 2004-3 8A1
	7.00% 4/25/34		9,558		7,778
	Series 2004-5 6A1
	7.00% 6/25/34		134,857		116,484
·	MASTR ARM Trust
	Series 2003-6 1A2
	5.71% 12/25/33		6,511		5,416
	Series 2005-6 7A1
	5.336% 6/25/35		211,644		125,318
	Series 2006-2 4A1
	4.983% 2/25/36		74,990		52,206
	MASTR Asset Securitization Trust
	Series 2003-9 2A7
	5.50% 10/25/33		476,382		422,938
	Series 2004-4 2A1
	5.00% 4/25/34		765,189		698,510
#	MASTR Reperforming Loan
	Trust 144A
	Series 2005-1 1A5
	8.00% 8/25/34		135,703		142,107
	Series 2005-2 1A4
	8.00% 5/25/35		425,171		485,452
@·#	MASTR Specialized Loan Trust
	Series 2005-2 A2 144A
	5.006% 7/25/35		203,474		130,223
·	Merrill Lynch Mortgage
	Investors Trust
	Series 2005-A5 A2
	4.566% 6/25/35		460,000		255,347
	Series 2005-A9 2A1C
	5.148% 12/25/35		2,435,000		1,136,602
·	Morgan Stanley Mortgage
	Loan Trust Series
	2007-15AR 4A1
	6.586% 11/25/37		7,250,466		3,656,533
	Prime Mortgage Trust
	Series 2004-CL1 1A1
	6.00% 2/25/34		33,442		29,910

(continues)53

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Non-Agency Collateralized Mortgage Obligations (continued)
	Residential Accredit Loans
	Series 2004-QS2 CB
	5.75% 2/25/34	USD	106,412	$	87,723
	Series 2006-QS18 3A1
	5.75% 12/25/21		1,770,777		1,509,250
	Residential Asset
	Mortgage Products
	Series 2004-SL1 A3
	7.00% 11/25/31		3,283		3,315
	Series 2004-SL4 A3
	6.50% 7/25/32		66,189		59,777
	Residential Asset
	Securitization Trust
	Series 2006-A2 A11
	6.00% 1/25/46		8,000,000		3,200,000
	Residential Funding
	Mortgage Securities I
	Series 2004-S9 2A1
	4.75% 12/25/19		1,963,881		1,810,207
	·Series 2006-SA3 3A1
	6.04% 9/25/36		471,959		256,429
	·Series 2007-SA1 2A2
	5.603% 2/25/37		1,822,537		928,481
·	Sequoia Mortgage Trust
	Series 2007-1 4A1
	5.783% 9/20/46		3,066,937		1,599,770
·	Structured ARM Loan Trust
	Series 2004-18 5A
	5.50% 12/25/34		155,657		128,070
	Series 2005-21 6A3
	5.40% 11/25/35		1,065,000		406,473
	Series 2005-22 1A4
	5.25% 12/25/35		2,120,000		543,680
	Series 2006-1 7A4
	5.62% 2/25/36		1,305,000		552,182
	@Series 2006-5 5A4
	5.516% 6/25/36		20,192		5,794
	Structured Asset Securities
	·Series 2002-22H 1A
	6.937% 11/25/32		12,343		11,465
	Series 2004-12H 1A
	6.00% 5/25/34		108,489		75,783
	Series 2005-6 4A1
	5.00% 5/25/35		487,005		331,925
w	Washington Mutual
	Alternative Mortgage
	Pass Through Certificates
	@Series 2005-1 5A2
	6.00% 3/25/35		101,023		65,097
	@Series 2005-9 3CB
	5.50% 10/25/20		415,011		287,395
w	Washington Mutual Mortgage
	Pass Through Certificates
	Series 2004-CB3 1A
	6.00% 10/25/34		187,471		173,294
	Series 2004-CB3 4A
	6.00% 10/25/19		83,483		74,848
	·Series 2005-AR16 1A3
	5.099% 12/25/35		1,225,000		592,577
	·Series 2005-AR18 1A3A
	5.244% 1/25/36		2,200,000		1,153,330
	·Series 2006-AR14 1A4
	5.609% 11/25/36		239,999		128,062
	·Series 2006-AR16 1A1
	5.58% 12/25/36		1,643,915		872,419
	·Series 2006-AR18 2A2
	5.49% 1/25/37		1,670,000		716,166
	·Series 2007-HY1 1A1
	5.695% 2/25/37		1,186,571		621,597
	·Series 2007-HY1 3A3
	5.875% 2/25/37		850,000		306,169
	·Series 2007-HY2 1A1
	5.588% 12/25/36		3,699,233		1,840,019
	·Series 2007-HY2 3A1
	5.887% 9/25/36		19,842		9,769
	·Series 2007-HY3 4A1
	5.334% 3/25/37		3,643,801		2,008,334
	·Series 2007-HY4 1A1
	5.485% 4/25/37		2,883,764		1,464,559
	·Series 2007-HY7 4A1
	5.86% 7/25/37		2,728,482		1,508,151
	Wells Fargo
	Mortgage-Backed
	Securities Trust
	·Series 2004-E A2
	4.50% 5/25/34		13,531		10,818
	·Series 2004-O A1
	4.886% 8/25/34		1,831,768		1,560,265
	·Series 2004-T A1
	4.817% 9/25/34		78,484		62,587
	@Series 2005-12 1A7
	5.50% 11/25/35		584,789		431,465
	@Series 2005-17 1A2
	5.50% 1/25/36		460,431		293,669
	Series 2005-18 1A1
	5.50% 1/25/36		84,083		62,038
	·Series 2005-AR13 A1
	5.31% 5/25/35		1,689,000		1,021,960
	·Series 2005-AR16 4A2
	4.992% 10/25/35		2,140,000		1,122,827
	@·Series 2005-AR16 6A4
	5.002% 10/25/35		1,065,401		427,899
	Series 2006-1 A3
	5.00% 3/25/21		545,775		500,407

54

		Principal		Value
		Amount°		(U.S. $)
Non-Agency Collateralized Mortgage Obligations (continued)
	Wells Fargo
	Mortgage-Backed
	Securities Trust
	Series 2006-2 3A1
	5.75% 3/25/36	USD	459,838	$	325,479
	Series 2006-3 A1
	5.50% 3/25/36		852,107		700,101
	Series 2006-3 A11
	5.50% 3/25/36		1,178,000		844,836
	Series 2006-4 1A8
	5.75% 4/25/36		34,207		32,146
	@Series 2006-4 2A3
	5.75% 4/25/36		190,065		107,268
	Series 2006-6 1A3
	5.75% 5/25/36		1,033,658		845,273
	·Series 2006-AR5 2A1
	5.536% 4/25/36		240,449		132,680
	·Series 2006-AR6 7A1
	5.116% 3/25/36		2,318,467		1,542,841
	·Series 2006-AR10 5A1
	5.593% 7/25/36		82,347		42,698
	·Series 2006-AR10 5A6
	5.593% 7/25/36		2,202,689		1,160,307
	·Series 2006-AR11 A6
	5.51% 8/25/36		2,330,000		1,107,039
	@·Series 2006-AR11 A7
	5.51% 8/25/36		91,881		27,599
	@·Series 2006-AR14 2A4
	6.081% 10/25/36		323,314		96,630
	·Series 2006-AR17 A1
	5.327% 10/25/36		2,515,310		1,390,571
	·Series 2006-AR19 A1
	5.625% 12/25/36		976,504		640,557
	Series 2007-8 2A6
	6.00% 7/25/37		190,000		113,475
	Series 2007-10 1A18
	6.00% 7/25/37		9,993,617		3,987,244
	Series 2007-10 1A36
	6.00% 7/25/37		5,657,127		3,030,207
	Series 2007-13 A7
	6.00% 9/25/37		601,705		405,775
	Series 2007-13 A9
	6.00% 9/25/37		938,831		370,251
Total Non-Agency Collateralized
	Mortgage Obligations
	(cost $214,633,697)				139,697,415
Regional Agency – 0.15%D
Australia – 0.15%
	New South Wales Treasury
	6.00% 5/1/12	AUD	1,294,000		946,287
Total Regional Agency
	(cost $1,079,667)				946,287
«Senior Secured Loans – 1.72%
	Allied Barton
	6.75% 12/30/15	USD	299,012		269,111
	Anchor Glass
	6.75% 6/20/14		389,576		351,592
	Aramark 1.309% 1/26/14		16,726		14,647
	Aramark Term
	Tranche Loan B
	3.334% 1/26/14		263,274		230,547
	Bausch & Lomb
	Term Tranche Loan B
	4.709% 4/11/15		196,760		168,168
	Term Tranche Loan DD
	3.604% 4/11/15		49,966		42,705
	BE Aerospace
	5.79% 7/28/14		313,210		300,682
	Biomet Term Tranche Loan B
	4.211% 3/25/15		84,394		76,318
	Calpine 1st Lien
	4.338% 3/29/14		253,828		194,403
	Centennial Cellular Term
	Tranche Loan D
	3.512% 2/9/11		530,000		524,493
	Charter Communications
	3.211% 3/6/14		345,832		281,997
	Cricket Communications
	Term Tranche Loan B1
	5.75% 6/16/13		267,937		253,786
	Crown Castle Term
	Tranche Loan B
	5.376% 3/6/14		366,460		327,982
	CSC Holdings
	Term Tranche Loan A1
	1.556% 2/24/12		190,764		176,934
	Term Tranche Loan B
	2.307% 3/30/13		227,367		207,615
	Dynegy Holdings
	1.98% 4/2/13		190,471		167,457
	Dynegy Holdings Term
	Tranche Loan B
	1.98% 4/2/13		15,451		13,584
	Energy Futures Holdings
	Term Tranche Loan B2
	4.036% 10/10/14		664,678		440,662
	Flextronics International
	Term Tranche Loan A2
	3.685% 10/1/14		167,009		109,474
	Term Tranche Loan A3
	3.685% 10/1/14		47,991		31,458
	Term Tranche Loan B
	3.499% 10/1/12		205,000		160,925
	Ford Motor
	3.556% 11/29/13		2,182,710		1,056,791
	General Motors Term
	Tranche Loan B
	8.00% 11/17/13		1,461,392		617,438

(continues)55

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
«Senior Secured Loans (continued)
	Georgia Pacific Term
	Tranche Loan B1
	3.285% 12/20/12	USD	264,343	$	234,934
	Graham Packaging Term
	Tranche Loan B
	3.526% 10/7/11		251,780		216,250
	Graphic Packaging
	International Term
	Tranche Loan C
	3.87% 5/16/14		301,659		265,837
	HCA Term Tranche Loan B1
	3.709% 11/18/13		414,411		352,422
	HealthSouth Term
	Tranche Loan B
	3.038% 3/10/13		304,648		269,776
	Intelsat
	Term Tranche Loan A3
	3.812% 7/3/12		100,000		92,250
	Term Tranche Loan BA
	3.925% 1/3/14		59,055		51,968
	Term Tranche Loan BB
	3.925% 1/3/14		59,037		51,952
	Term Tranche Loan BC
	3.925% 1/3/14		59,037		51,952
	Lender Processing Term
	Tranche Loan B
	2.979% 6/18/14		382,198		370,732
	Levi Strauss & Co. Term
	Tranche Loan B
	3.716% 3/27/14		100,000		60,000
	MacDermid Term
	Tranche Loan B
	2.409% 4/12/14		143,649		90,499
	Newpage Term
	Tranche Loan B
	4.78% 12/21/14		152,207		105,187
	Nielsen Finance Term
	Tranche Loan B
	2.533% 8/9/13		145,000		113,765
	Northwest Airlines
	2.57% 8/21/13		350,166		315,500
	Nuveen Investment Term
	Tranche Loan B
	3.282% 11/13/14		415,743		228,806
	Sungard 6.75% 2/28/14		323,725		307,539
	SUPERVALU 1.77% 6/2/12		149,614		133,447
	Talecris Biotherapeutics
	2nd Lien
	7.74% 12/6/14		625,000		553,125
	Toys R US 4.80% 7/19/12		575,000		329,763
	Univision Communications
	2.73% 9/29/16		680,000		346,423
	US Oncology Term
	Tranche Loan B2
	5.756% 8/20/11		390,000		366,600
Total Senior Secured Loans
	(cost $11,029,857)				10,927,496
Sovereign Agencies – 0.09%D
Norway – 0.09%
	Kommunalbanken
	4.25% 10/24/11	NOK	950,000		146,462
	8.00% 10/19/10	NZD	710,000		429,310
Total Sovereign Agencies
	(cost $680,262)				575,772
Sovereign Debt – 1.62%D
Brazil – 0.06%
*	Federal Republic of Brazil
	5.875% 1/15/19	USD	146,000		142,715
	11.00% 8/17/40	USD	187,000		238,425
					381,140
Canada – 0.15%
	Canadian Government
	4.25% 6/1/18	CAD	1,075,000		965,270
					965,270
Colombia – 0.12%
	Republic of Colombia
	7.375% 3/18/19	USD	725,000		726,813
					726,813
Germany – 0.06%
	Bundesobligation
	3.50% 4/12/13	EUR	289,200		405,932
					405,932
Israel – 0.22%
	Israel Government
	International Bond
	5.125% 3/26/19	USD	1,391,000		1,403,454
					1,403,454
Japan – 0.30%
	Japan Government
	30 yr Bond
	2.40% 3/20/37	JPY	58,850,000		637,038
	CPI Linked 10 yr Bond
	1.10% 9/10/16	JPY	44,220,000		388,700
	1.20% 6/10/17	JPY	27,701,400		239,979
	1.20% 12/10/17	JPY	30,120,000		260,024
	1.30% 9/10/17	JPY	43,261,000		378,756
					1,904,497
Mexico – 0.40%
	Mexican Government
	10.00% 11/20/36	MXN	25,088,000		2,079,369
*	United Mexican States
	5.95% 3/19/19	USD	496,000		486,080
					2,565,449
Peru – 0.15%
	Republic of Peru
	7.125% 3/30/19	USD	928,000		941,688
					941,688
Republic of Korea – 0.03%
	Government of
	South Korea
	4.25% 12/7/21	EUR	220,000		215,674
					215,674

56

		Principal		Value
		Amount°		(U.S. $)
Sovereign Debt (continued)
Sweden – 0.03%
	Sweden Government
	5.50% 10/8/12	SEK	1,190,000	$	162,919
					162,919
United Arabic Emirates – 0.10%
#	Emirate of Abu Dhabi 144A
	5.50% 8/2/12	USD	600,000		643,770
					643,770
Total Sovereign Debt
	(cost $10,486,292)				10,316,606
Supranational Banks – 1.47%
	European Investment Bank
	4.75% 10/15/17	EUR	684,000		978,195
	5.75% 9/15/09	AUD	776,000		545,127
	6.00% 8/14/13	AUD	2,764,000		2,011,568
	6.125% 1/23/17	AUD	224,000		162,600
	6.25% 4/15/14	GBP	370,000		602,325
	7.00% 1/18/12	NZD	1,836,000		1,106,346
	7.75% 10/26/10	NZD	1,520,000		922,659
	11.25% 2/14/13	BRL	1,400,000		607,004
	Inter-American
	Development Bank
	7.25% 5/24/12	NZD	2,788,000		1,683,181
	9.00% 8/6/10	BRL	296,000		126,941
	International Bank for
	Reconstruction &
	Development
	5.75% 6/25/10	RUB	11,000,000		293,126
	12.25% 8/4/10	BRL	694,000		307,901
Total Supranational Banks
	(cost $10,832,047)				9,346,973
U.S. Treasury Obligations – 0.37%
	U.S. Treasury Bonds
	4.50% 5/15/38	USD	395,000		461,286
	U.S. Treasury Inflation
	Index Notes
	¥1.625% 1/15/15		187,983		190,215
	¥*1.625% 1/15/18		831,485		842,138
	U.S. Treasury Notes
	1.75% 3/31/14		465,000		466,744
	1.875% 2/28/14		50,000		50,563
	*2.75% 2/15/19		345,000		346,995
Total U.S. Treasury Obligations
	(cost $2,343,866)				2,357,941
		Number of		Value
		Shares		(U.S. $)
Common Stock – 0.02%
†	Bway Holding		2,650	$	20,909
	Cablevision Systems Class A		1,100		14,234
†	Cardtronics		11,000		19,470
†	Century Communications		1,975,000		0
†	Flextronics International		7,200		20,808
†	Graphic Packaging Holding		21,563		18,760
	Innophos Holdings		2,150		24,252
*†	Mirant		121		1,379
*†	NRG Energy		1,800		31,680
=∏†	Port Townsend		295		3
*	Time Warner Cable		2		41
Total Common Stock
	(cost $423,036)				151,536
Convertible Preferred Stock – 0.11%
	Crown Castle International
	6.25% exercise price
	$36.88, expiration
	date 8/15/12		16,525		718,838
Total Convertible Preferred Stock
	(cost $704,298)				718,838
Preferred Stock – 0.22%
·	JPMorgan Chase 7.90%		1,391,000		895,736
·	PNC Funding 8.25%		875,000		428,648
=@	Port Townsend		59		0
#	Preferred Blocker 144A 7.00%		226		45,009
Total Preferred Stock
	(cost $2,248,772)				1,369,393
Warrant – 0.00%
=@∏†Port Townsend			59		1
Total Warrant
	(cost $1,416)				1

(continues)57

Statements of net assets

Optimum Fixed Income Fund

		Principal		Value
		Amount°		(U.S. $)
Repurchase Agreements** – 6.36%
	BNP Paribas 0.08%,
	dated 3/31/09, to
	be repurchased on
	4/1/09, repurchase
	price $40,449,090
	(collateralized by
	U.S. Government
	obligations,
	6/11/09-2/11/10;
	with market value
	$41,279,342)	USD	40,449,000	$	40,449,000
Total Repurchase Agreements
	(cost $40,449,000)				40,449,000
Total Value of Securities Before Securities
	Lending Collateral – 101.69%
	(cost $739,317,444)				646,978,348
		Number of
		Shares
Securities Lending Collateral*** – 4.76%
Investment Companies
	Mellon GSL DBT II
	Collateral Fund		31,307,528		30,292,023
†	Mellon GSL DBT II
	Liquidation Trust		1,262,112		126
Total Securities Lending Collateral
	(cost $32,569,640)				30,292,149
Total Value of Securities – 106.45%
	(cost $771,887,084)				677,270,497		©
Obligation to Return Securities
	Lending Collateral*** – (5.12%)				(32,569,640		)
Liabilities Net of Receivables
	and Other Assets – (1.33%)				(8,449,124		)x
Net Assets Applicable to
	82,153,181 Shares
	Outstanding – 100.00%			$	636,251,733
Net Asset Value – Optimum Fixed Income Fund
	Class A ($39,299,155 / 5,073,154 Shares)					$7.75
Net Asset Value – Optimum Fixed Income Fund
	Class B ($5,482,536 / 707,122 Shares)					$7.75
Net Asset Value – Optimum Fixed Income Fund
	Class C ($157,184,998 / 20,266,547 Shares)					$7.76
Net Asset Value – Optimum Fixed Income Fund Institutional
	Class ($434,285,044 / 56,106,358 Shares)					$7.74

Components of Net Assets at March 31, 2009:
Shares of beneficial interest
(unlimited authorization – no par)	$	758,922,349
Undistributed net investment income		7,470,433
Accumulated net realized loss on investments		(36,081,370	)
Net unrealized depreciation of investments and
foreign currencies		(94,059,679	)
Total net assets	$	636,251,733

°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
JPY — Japanese Yen
MXN — Mexican Peso
NOK — Norwegian Kroner
NZD — New Zealand Dollar
PLN — Polish Zloty
RUB — Russian Ruble
SEK — Swedish Krona
USD — United States Dollar

·	Variable rate security. The rate shown is the rate as of March 31, 2009.
w	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.
*	Fully or partially on loan.
¥	Fully or partially pledged as collateral for financial futures contracts.
^	Zero coupon security. The rate shown is the yield at the time of purchase.
#	Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. At March 31, 2009, the aggregate amount of Rule 144A securities was $38,168,618, which represented 6.00% of the Fund’s net assets. See Note 12 in ”Notes to financial statements.”
@	Illiquid security. At March 31, 2009, the aggregate amount of illiquid securities was  $13,042,384, which represented 2.05% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”
=	Security is being fair valued in accordance with the Fund’s fair valuation policy. At March 31, 2009, the aggregate amount of fair valued securities was $61,550, which represented 0.01% of the Fund’s net assets. See Note 1 in ”Notes to financial statements.”
‡	Non-income producing security. Security is currently in default.
D	Securities have been classified by country of origin.
∏	Restricted Security. These investments are in securities not registered under the Securities Act of 1933, as amended and have certain restrictions on resale which may limit their liquidity. At March 31, 2009, the aggregate amount of restricted securities was $655,744 or 0.10% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”

58

«	Senior Secured Loans 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.
†	Non income producing security.
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $30,673,144 of securities loaned.
x	Includes $570,000 cash pledged as collateral for futures contracts.

Summary of Abbreviations:
AMBAC — Insured by the AMBAC Assurance Corporation
ARM — Adjustable Rate Mortgage
CDS — Credit Default Swap
CPI — Consumer Price Index
CPN — Interest Coupon Only
FGIC — Insured by the Financial Guaranty Insurance Company
GNMA — Government National Mortgage Association
GSMPS — Goldman Sachs Reperforming Mortgage Securities
MASTR — Mortgage Asset Securitization Transactions, Inc.
MBIA — Insured by the Municipal Bond Insurance Association
NIM — Net Interest Margin
PIK — Pay-in-kind
RSB — Rate Stabilization Bonds
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)	$	7.75
Sales charge (4.50% of offering price) (B)		0.37
Offering price	$	8.12

(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 foreign cross currency exchange contracts, futures contracts, written options and swap contracts were outstanding at March 31, 2009.

Foreign Currency Exchange Contracts1
								Unrealized
Contracts to						Settlement		Appreciation
Receive (Deliver)			In Exchange For			Date		(Depreciation)
AUD	(2,676,108	)	USD	1,863,508			4/30/09		$	7,387
BRL	(2,279,846	)	USD	999,932			5/29/09			16,711
CAD	287,638		USD	(232,899	)		4/30/09			(4,693	)
CAD	(1,839,277	)	USD	1,489,927			5/29/09			30,066
EUR	(692,415	)	GBP	639,355			4/30/09			(2,555	)
EUR	270,065		USD	(366,500	)		4/30/09			(7,731	)
EUR	8,986,434		USD	(12,145,695	)		4/30/09			(207,623	)
EUR	(4,893,567	)	USD	6,622,709			5/29/09			121,116
EUR	(2,484,074	)	USD	3,365,920			5/29/09			65,579
GBP	(128,448	)	USD	185,870			5/29/09			1,566
GBP	(490,227	)	USD	719,653			5/29/09			16,245
GBP	(513,918	)	USD	754,431			5/29/09			17,031
JPY	(168,859,275	)	USD	1,718,582			4/30/09			11,778
JPY	(953,165,636	)	USD	9,721,275			5/29/09			82,373
JPY	1,007,537,362		USD	(10,249,617	)		5/29/09			(60,881	)
MXN	(44,480,259	)	USD	3,068,323			5/29/09			(37,189	)
NOK	8,397,359		USD	(1,304,164	)		4/30/09			(56,539	)
NZD	(941,010	)	USD	533,223			4/30/09			(2,530	)
NZD	(6,032,760	)	USD	3,402,476			5/29/09			(26,307	)
PLN	(34,001	)	USD	9,419			4/1/09			(357	)
SEK	3,679,988		USD	(457,938	)		5/29/09			(10,212	)
									$	(46,765	)

Futures Contracts2
	Notional								Unrealized
Contracts	Cost			Notional			Expiration		Appreciation
to Buy (Sell)	(Proceeds)			Value			Date		(Depreciation)
32 Euro Bond	$	5,023,567		$	5,289,967			6/10/09		$	266,400
3 Japanese
Treasury
10 yr Notes		4,210,714			4,187,420			6/22/09			(23,294	)
10 Long
Gilt Bond		1,737,720			1,767,571			6/30/09			29,851
		10,972,001									272,957
(27) U.S. Treasury
10 yr Notes		(3,258,208	)		(3,350,109	)		6/30/09			(91,901	)
										$	181,056

Written Options3
	Number
	of	Notional		Exercise		Expiration		Unrealized
Description	Contracts	Value		Price		Date		Appreciation
Written Put
Options
Put USD 3,670 vs.
Call JPY
33,354,000	3,510	$	351,000		$95		4/9/09		$2,500
Put USD 3,643 vs.
Call JPY
33,151,300	3,643		364,300		91		4/22/09		3,059
		$	715,300						$5,559

(continues)59

Statements of net assets

Optimum Fixed Income Fund

Swap Contracts4
Credit Default Swap Contracts
			Annual		Unrealized
Swap Counterparty &	Notional		Protection	Termination	Appreciation
Referenced Obligation	Value		Payments	Date	(Depreciation)
Protection Purchased:
Barclays
Hartford Financial
5 yr CDS	$	565,000	6.50%	3/20/14		$	82,757
Macy’s
10 yr CDS		620,000	5.20%	12/20/18			17,444
Citigroup Global
Markets
Century Tel
5 yr CDS		82,700	1.71%	9/20/13			(2,367	)
Hartford Financial
5 yr CDS		845,000	6.65%	3/20/14			119,956
Macy’s
5 yr CDS		875,000	7.00%	3/20/14			(13,717	)
JPMorgan Securities
Donnelley (R.R.)
5 yr CDS		2,000,000	3.77%	3/20/14			217,838
	$	4,987,700				$	421,911

The use of foreign currency exchange contracts and foreign cross currency exchange contracts, futures contracts, written options and swap contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional values presented above and on the previous page represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.

¹See Note 7 in “Notes to financial statements.”
²See Note 8 in “Notes to financial statements.”
³See Note 9 in “Notes to financial statements.”
⁴See Note 10 in “Notes to financial statements.”

See accompanying notes

60

Optimum International Fund

March 31, 2009

		Number of		Value
		Shares		(U.S. $)
Common Stock – 96.58%D
Australia – 6.96%
±	Amcor		180,942	$	559,548
±	BHP Billiton		16,800		371,247
±	Commonwealth Bank of Australia		8,400		201,626
±	Foster’s Group		454,694		1,598,856
±	National Australia Bank		118,263		1,650,635
±	Oil Search		111,200		408,502
±	Santos		35,100		413,064
±	Telstra		792,601		1,769,028
±	Wesfarmers		74,665		979,593
±	Westpac Banking		15,800		208,609
±	Woodside Petroleum		10,400		276,976
±	WorleyParsons		22,300		280,991
					8,718,675
Austria – 0.38%
±	OMV		14,400		481,719
					481,719
Belgium – 0.48%
±	Anheuser-Busch InBev		13,000		357,944
±	Fortis (Amsterdam Exchange)		136,095		248,647
†±	Fortis Strip		48,482		64
					606,655
Bermuda – 0.62%
†±	Catlin Group		67,339		302,211
†±	Hiscox		106,400		471,459
					773,670
Brazil – 1.17%
†	BM&F Bovespa		32,200		97,902
*	Cemig ADR		19,000		280,820
*	Gerdau ADR		60,300		329,841
	Petroleo Brasileiro ADR		15,000		457,050
*	Tele Norte Leste Participacoes ADR		21,700		300,328
					1,465,941
Canada – 3.62%
	Bank of Nova Scotia		6,400		157,747
	Canadian Natural Resources		8,600		333,684
†	Eldorado Gold		72,500		655,667
	EnCana		9,100		372,504
	Imperial Oil		9,300		337,900
	Kinross Gold		14,100		256,262
	Nexen		31		526
	Potash Corp. of Saskatchewan		3,100		250,511
†	Research in Motion		5,600		241,192
	Royal Bank of Canada		8,520		248,594
	Shoppers Drug Mart		8,900		305,998
	Suncor Energy		14,600		325,924
	Talisman Energy		41,200		436,333
	Teck Cominco Class B		64,400		360,176
	Toronto-Dominion Bank		7,400		255,130
					4,538,148
oChina – 1.58%
*±	China Construction Bank Class H		939,000		533,061
±	China Life Insurance Class H		57,000		187,477
†±*	China Railway Construction Class H		192,500		250,680
*±	Industrial & Commercial
	Bank of China Class H		1,096,000		569,626
	PetroChina ADR		5,500		438,350
					1,979,194
Denmark – 0.22%
*±	TrygVesta		5,500		278,263
					278,263
Finland – 0.57%
*±	Outokumpu		26,100		282,378
*±	UPM-Kymmene		74,595		430,504
					712,882
France – 9.76%
*±	AXA		7,900		94,816
±	BNP Paribas		5,800		239,279
*±	Carrefour		57,100		2,227,385
*±	Compagnie de Saint-Gobain		39,977		1,120,060
±	Compagnie Generale des
	Etablissements Michelin Class B		6,200		229,791
±	Credit Agricole		8,500		93,782
±	France Telecom		83,400		1,901,211
†±	GDF Suez		8,820		12
±	GDF Suez		11,000		377,226
*†±	Mercialys		4,600		133,130
*±	PPR		3,600		230,788
*±	Renault		23,554		484,302
±	Sanofi-Aventis		7,998		448,840
*±	Silic		800		59,951
*±	Societe Generale		26,234		1,026,153
±	Sodexo		6,400		291,509
±	Technip		7,100		250,276
*±	Total		57,426		2,839,573
±	Unibail-Rodamco		1,300		183,952
					12,232,036
Germany – 6.80%
±	Adidas		11,800		391,619
±	Allianz		2,600		218,754
±	Deutsche Bank		4,000		163,497
±	Deutsche Boerse		2,900		174,442
±	Deutsche Post		27,200		293,435
±	Deutsche Telekom		184,555		2,290,697
±	Fresenius Medical Care		6,100		236,456
±*	Gerry Weber International		13,904		285,641
*±	MAN		8,800		381,851
±	Muenchener Rueckversicherungs		1,400		170,837
±†	Rhoen-Klinikum		34,900		663,425
±	RWE		32,414		2,282,777
±	Salzgitter		3,900		219,117
†±	SGL Carbon		16,900		408,724
±	Siemens		5,900		338,617
					8,519,889
Hong Kong – 3.46%
±	China Mobile		22,000		191,644
±	China Unicom		162,000		169,055

(continues)61

Statements of net assets

Optimum International Fund

		Number of	Value
		Shares	(U.S. $)
Common Stock (continued)
Hong Kong (continued)
	CNOOC ADR	4,400	$	442,640
±	Hong Kong Electric Holdings	182,500		1,084,325
*±	Hong Kong Exchanges & Clearing	25,100		236,885
±	Huabao International Holdings	576,200		473,892
±	Jardine Matheson Holdings	15,200		276,388
±	New World Development	251,000		250,560
†±	Rexcapital Financial Holdings	2,600,000		82,190
±	Sun Hung Kai Properties	14,700		131,905
±	Wharf Holdings	293,875		731,711
±	Wheelock	156,000		262,371
				4,333,566
Israel – 0.25%
*	Teva Pharmaceutical Industries ADR	7,000		315,350
				315,350
Italy – 2.50%
±	Assicurazioni Generali	7,700		131,946
†±	Benetton Group	53,800		350,287
±	Intesa Sanpaolo	579,118		1,592,791
±	Parmalat	100,100		206,075
±	UBI Banca	20,000		220,215
±	UniCredit	382,937		630,239
				3,131,553
Japan – 18.66%
±	Air Water	34,900		309,448
±	Amada	73,600		393,271
±	Astellas Pharma	38,900		1,203,926
*±	Bank of Kyoto	21,700		184,324
*±	Benesse	5,800		213,670
±	Canon	73,000		2,128,299
±	Geo	300		173,986
±	Honda Motor	12,900		307,125
±	Hosiden	26,000		259,441
±	Japan Prime Realty Investment	100		185,846
±	Kamigumi	45,800		304,937
±	Kao	90,000		1,756,293
±	KDDI	273		1,285,725
±	Kintetsu World Express	27,000		502,390
*±	Matsui Securities	28,300		185,831
±	Mitsubishi Estate	6,300		71,476
±	Mitsubishi Materials	103,600		282,235
±	Mitsubishi UFJ Financial Group	69,600		342,935
±	Mitsui Fudosan	6,000		65,826
±	Mizuho Financial Group	57,989		113,250
±	Nihon Nohyaku	47,000		325,139
±	Nintendo	900		263,305
±	Nippon Express	71,600		225,665
±	Nitto Denko	40,500		828,852
*±	Seino Holdings	76,800		371,498
±	Sekisui House	85,000		650,778
±	Seven & I Holdings	60,200		1,329,173
*±	Shimano	10,400		316,655
±	Shinko Securities	104,000		205,314
±	Sumitomo Metal Mining	38,000		365,389
*±	Sumitomo Mitsui Financial Group	4,700		165,510
±	Sumitomo Trust & Banking	24,300		94,094
*±	Takeda Pharmaceutical	59,200		2,054,126
±	Tokio Marine Holdings	56,500		1,391,678
±	Tokyo Steel Manufacturing	25,100		253,010
*±	Toyo Seikan Kaisha	19,500		287,867
±	Toyo Suisan Kaisha	13,000		268,265
*±	Toyota Motor	60,900		1,934,614
±	West Japan Railway	224		710,358
±	Yamato Holdings	31,800		301,622
±	Yamato Kogyo	18,400		397,325
±	Zeon	136,000		369,498
				23,379,969
Luxembourg – 0.77%
±	Arcelormittal	24,600		501,911
±	SES	24,200		461,909
				963,820
Malaysia – 0.11%
±	Bumiputra-Commerce Holdings	72,000		135,434
				135,434
Mexico – 0.25%
	Fomento Economico Mexicano ADR	12,600		317,646
				317,646
Netherlands – 2.02%
	ASML Holding	11,100		194,361
*±	Corio	2,100		86,848
±	Heineken	12,300		349,395
±	ING Groep CVA	73,759		404,142
†±	Qiagen	20,700		335,965
±	Reed Elsevier	102,175		1,093,316
*±	Wereldhave	1,000		69,918
				2,533,945
New Zealand – 0.35%
±	Telecom Corp of New Zealand	333,395		434,557
				434,557
Norway – 0.96%
*±	Norsk Hydro ASA	102,100		384,144
±	StatoilHydro ASA	17,800		311,475
*±	Yara International ASA	23,200		506,789
				1,202,408
Philippines – 0.29%
	Philippine Long Distance Telephone ADR	8,200		361,866
				361,866
Republic of Korea – 1.07%
±	LG Chem	5,700		363,221
±	Samsung Electronics	2,360		981,586
				1,344,807
Russia – 0.11%
	Vimpel-Communications ADR	20,300		132,762
				132,762
Singapore – 2.29%
±	Oversea-Chinese Banking	201,800		643,330
±	Singapore Airlines	40,000		263,796

62

		Number of	Value
		Shares	(U.S. $)
Common Stock (continued)
Singapore (continued)
±	Singapore Telecommunications	571,000	$	951,781
±	United Overseas Bank	110,700		710,062
*±	Wilmar International	146,000		305,494
				2,874,463
South Africa – 1.02%
±	Naspers	23,400		395,944
±	Sasol	21,815		632,371
±	Telkom	22,100		246,229
				1,274,544
Spain – 4.97%
*±	Banco Bilbao Vizcaya Argentaria	28,400		230,507
±	Banco Santander	185,433		1,278,472
±	Iberdrola	226,101		1,586,262
†±	Iberdrola Renovables	64,000		265,061
±	Inditex	8,700		339,017
*±	Telefonica	126,575		2,523,978
				6,223,297
Sweden – 0.30%
*±	Nordea Bank	22,700		112,932
*±	Volvo Class B	50,100		265,804
				378,736
Switzerland – 4.29%
	Addax Petroleum	9,100		197,081
	Alcon	1,900		172,729
±	Credit Suisse Group	8,600		261,807
±	Nestle	18,300		618,145
±	Novartis	64,460		2,438,322
±	Roche Holding	3,800		521,459
*±	Sonova Holding	5,100		307,757
±	UBS	23,900		224,029
±	Xstrata	61,000		409,334
*±	Zurich Financial Services	1,400		221,222
				5,371,885
Taiwan – 3.96%
±	Asustek Computer	270,001		284,499
	AU Optronics ADR	26,500		222,336
±	Chang Hwa Commercial Bank	519,000		174,756
±	China Airlines	1,060,500		264,311
	Chunghwa Telecom ADR	38,783		707,023
±	GeoVision	37,000		144,163
±	HTC	25,000		307,616
±	Polaris Securities	867,000		301,839
*	Siliconware Precision Industries ADR	85,000		493,001
	Taiwan Semiconductor
	Manufacturing ADR	190,352		1,703,652
±	Yuanta Financial Holding	785,000		359,216
				4,962,412
Thailand – 0.62%
±	Bangkok Bank Public	125,000		262,451
±	Banpu Public	3,100		18,803
±	Banpu Public Class F	40,000		241,520
	Siam Commercial Bank Class F	162,700		249,955
				772,729
United Kingdom – 16.17%
±	Aberdeen Asset Management	49,500		90,614
±†	AstraZeneca	10,200		361,170
±	Aviva	122,585		380,949
±	Barclays	126,500		268,710
±	Barloworld	15,400		191,304
†*±	Beazley Group	152,600		188,195
±	Bellway	16,500		160,084
±	BG Group	106,168		1,601,208
±	BP	266,696		1,788,936
±	British American Tobacco	8,000		184,889
±*	Britvic	73,500		239,248
±	Cable & Wireless	174,700		349,555
†±*	Charter International	63,700		416,291
±	Compass Group	157,478		720,620
±	Cookson Group	1,593,200		377,342
†±	Dana Petroleum	16,300		260,200
†±*	De La Rue	31,600		440,877
†±*	Domino’s Pizza	107,800		345,502
±	GKN	206,839		203,150
±†	GlaxoSmithKline	170,782		2,658,194
±	Greene King	25,200		176,425
±	HSBC Holdings	74,900		416,675
±	ICAP	28,700		125,063
±	Imperial Tobacco Group	23,400		525,770
±	Inchcape	173,700		188,290
±	Intercontinental Hotels Group	25,000		189,828
±	Legal & General Group	175,400		108,225
±	Man Group	48,600		152,449
±	Next	24,200		459,147
±	Persimmon	33,000		163,205
†±*	Premier Oil	18,100		276,208
±	Prudential	23,800		115,446
±	Royal Dutch Shell Class A	81,176		1,810,892
±	Royal Dutch Shell Class B	16,400		356,951
±	Unilever	126,274		2,387,394
±	Vodafone Group	360,025		626,811
	Vodafone Group ADR	17,100		297,882
†±	VT Group	46,600		315,336
±	Wood Group	105,300		337,896
				20,256,931
Total Common Stock
	(cost $159,720,458)			121,009,752
Preferred Stock – 0.38%
Brazil – 0.38%
†	Banco Bradesco	17,600		175,488
	Itau Unibanco Banco Multiplo	12,500		138,005
	Usinas Siderurgicas de Minas Gerais
	Class A	12,600		159,922
Total Preferred Stock
	(cost $464,218)			473,415

(continues) 63

Statements of net assets

Optimum International Fund

		Number of		Value
		Shares		(U.S. $)
Rights – 0.05%
±†	Beazley Group		72,284	$	41
∏=@	Fortis		181,195		0
±†	HSBC Holdings		31,208		63,017
Total Rights (cost $0)					63,058
		Principal
		Amount (U.S. $)
Repurchase Agreements** – 3.00%
	BNP Paribas 0.08%, dated
	3/31/09, to be repurchased
	on 4/1/09, repurchase price
	$3,760,008 (collateralized
	by U.S. Government obligations,
	6/11/09-2/11/10; with market
	value $3,837,186)	$	3,760,000		3,760,000
Total Repurchase Agreements
	(cost $3,760,000)				3,760,000
Total Value of Securities Before Securities
	Lending Collateral – 100.01%
	(cost $163,944,676)				125,306,225
		Number of
		Shares
Securities Lending Collateral*** – 12.50%
Investment Companies
	Mellon GSL DBT II
	Collateral Fund		16,199,105		15,659,453
†	Mellon GSL DBT II
	Liquidation Trust		653,686		65
Total Securities Lending Collateral
	(cost $16,852,791)				15,659,518
Total Value of Securities – 112.51%
	(cost $180,797,467)				140,965,743		©
Obligation to Return Securities
	Lending Collateral*** – (13.45%)				(16,852,791		)
Receivables and Other Assets
	Net of Liabilities – 0.94%				1,179,085		x
Net Assets Applicable to 17,895,074
	Shares Outstanding – 100.00%			$	125,292,037
Net Asset Value – Optimum International Fund
	Class A ($9,578,184 / 1,366,457 Shares)					$7.01
Net Asset Value – Optimum International Fund
	Class B ($1,763,412 / 256,168 Shares)					$6.88
Net Asset Value – Optimum International Fund
	Class C ($34,520,285 / 5,011,580 Shares)					$6.89
Net Asset Value – Optimum International Fund
	Institutional Class ($79,430,156 / 11,260,869 Shares)					$7.05
Components of Net Assets at March 31, 2009:
Shares of beneficial interest
	(unlimited authorization – no par)			$	235,140,654
Undistributed net investment income					1,631,936
Accumulated net realized loss on investments					(71,919,521		)
Net unrealized depreciation of investments
	and foreign currencies				(39,561,032		)
Total net assets				$	125,292,037

D	Securities have been classified by country of origin. Classification by type of business has been presented on page 33 in “Country/Sector allocations.”
±	Security is being valued based on international fair value pricing. At March 31, 2009, the aggregate amount of international fair value priced securities was $108,822,087, which represented 86.85% of the Fund’s net assets. See Note 1 in “notes to financial statements.”
†	Non income producing security.
*	Fully or partially on loan.
o	Securities listed and traded on the Hong Kong Stock Exchange.
@	Illiquid security. At March 31, 2009, the aggregate amount of illiquid securities was $0, which represented 0.00% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”
∏	Restricted Security. This investment is in security not registered under the Securities Act of 1933, as amended and has certain restrictions on resale which may limit its liquidity. At March 31, 2009, the aggregate amount of restricted security was $0 or 0.00% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”
=	Security is being fair valued in accordance with the Fund’s fair valuation policy. At March 31, 2009, the aggregate amount of fair valued securities was $0, which represented 0.00% of the Fund’s net assets. See Note 1 in “Notes to financial statements.”
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $15,320,036 of securities loaned.
x	Includes $526,206 cash pledged as collateral for futures contracts.

64

Summary of Abbreviations:
ADR — American Depositary Receipts
AUD — Australian Dollar
CAD — Canadian Dollar
CHF — Swiss Franc
CVA — Dutch Certificate
DKK — Danish Kroner
EUR — European Monetary Unit
GBP — British Pound Sterling
HKD — Hong Kong Dollar
JPY — Japanese Yen
NOK — Norwegian Kroner
SGD — Singapore Dollar
USD — United States Dollar
ZAR — South African Rand

Net Asset Value and Offering Price Per Share –
Optimum International Fund
Net asset value Class A (A)	$	7.01
Sales charge (5.75% of offering price) (B)		0.43
Offering price	$	7.44

(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.

The following foreign currency exchange contracts and futures contracts were outstanding at March 31, 2009:

Foreign Currency Exchange Contracts¹

								Unrealized
Contracts to						Settlement		Appreciation
Receive (Deliver)			In Exchange For			Date		(Depreciation)
AUD	87,856		USD	(61,034	)		4/3/09		$	43
AUD	980,000		USD	(646,918	)		4/15/09			33,672
CAD	753,000		USD	(604,783	)		4/15/09			(7,399	)
CHF	2,030,000		USD	(1,717,241	)		4/15/09			66,332
DKK	751,000		USD	(131,034	)		4/15/09			2,850
EUR	1,058,000		USD	(1,376,138	)		4/15/09			29,421
GBP	18,000		USD	(25,826	)		4/2/09			(3	)
GBP	10,000		USD	(14,322	)		4/3/09			24
GBP	(74,000	)	USD	107,096			4/15/09			932
GBP	(880,000	)	USD	1,250,335			4/15/09			(12,157	)
HKD	1,354,000		USD	(174,703	)		4/15/09			11
JPY	313,971,000		USD	(3,215,628	)		4/15/09			(42,778	)
NOK	987,000		USD	(145,425	)		4/15/09			1,330
SGD	(191,000	)	USD	126,005			4/15/09			473
ZAR	(1,877,000	)	USD	197,635			4/15/09			205
									$	72,956

Futures Contracts2
	Notional		Notional		Expiration	Unrealized
Contracts to Buy	Cost		Value		Date	Appreciation
21 FTSE 100 Index	$	1,054,569	$	1,170,418	6/19/09		$	115,849
15 Tokyo Price Index		1,098,330		1,177,570	6/11/09			79,240
	$	2,152,899					$	195,089

The use of foreign currency exchange contracts and futures contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional values presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.

¹ See Note 7 in “Notes to financial statements.”
² See Note 8 in “Notes to financial statements.”

See accompanying notes

(continues) 65

Statements of net assets

Optimum Large Cap Growth Fund

March 31, 2009

		Number of	Value
		Shares	(U.S. $)
Common Stock – 95.77%
Basic Industry/Capital Goods – 9.03%
*	3M	10,100	$	502,172
	Agnico-Eagle Mines (Canada)	2,400		136,608
*	Air Products & Chemicals	32,782		1,843,988
±	BHP Billiton (Australia)	42,550		940,270
*	BHP Billiton ADR	46,300		1,831,165
*	Cia Vale do Rio Doce ADR	41,550		552,615
†	Crown Holdings	127,300		2,893,529
*	Danaher	87,100		4,722,562
	Deere & Co.	17,900		588,373
*†	General Cable	34,400		681,808
	Goldcorp (Canada)	33,000		1,099,560
	ITT	42,550		1,636,899
	Monsanto	107,401		8,925,022
	Mosaic	21,050		883,679
†	Owens-Illinois	30,100		434,644
	Potash Corp. of Saskatchewan (Canada)	36,671		2,963,384
	Praxair	127,762		8,597,104
*	SPX	35,150		1,652,402
†	Tyco International (Bermuda)	393,200		7,690,992
				48,576,776
Business Services – 9.58%
	Accenture Class A (Bermuda)	72,200		1,984,778
	Automatic Data Processing	48,600		1,708,776
	Expeditors International of Washington	36,200		1,024,098
†	Fiserv	24,600		896,916
*†	Google Class A	31,197		10,858,428
*	MasterCard Class A	87,577		14,667,395
	McGraw-Hill Companies	184,100		4,210,367
†	Net 1 UEPS Technologies (South Africa)	22,550		342,986
†	Research in Motion (Canada)	63,850		2,750,020
	Sysco	30,300		690,840
*	United Parcel Service Class B	46,450		2,286,269
	Visa Class A	182,054		10,122,202
				51,543,075
Consumer Durables – 1.76%
	Nintendo ADR	201,300		7,247,887
*†	Toll Brothers	88,650		1,609,884
	Tupperware Brands	36,100		613,339
				9,471,110
Consumer Non-Durables – 15.23%
†	Amazon.com	83,900		6,161,616
†	AutoZone	13,300		2,162,846
	Best Buy	37,700		1,431,092
	Coca-Cola	102,150		4,489,493
	Costco Wholesale	123,414		5,716,536
	CVS Caremark	520,506		14,308,709
†	Dollar Tree	17,700		788,535
	General Mills	57,401		2,863,162
*†	Gildan Activewear	83,967		680,133
±*	Groupe Danone (France)	24,131		1,174,255
	Kroger	165,550		3,512,971
	Lowe’s Companies	236,385		4,314,026
±	Nestle (Switzerland)	40,380		1,363,973
*	NIKE Class B	141,304		6,625,745
	PepsiCo	51,250		2,638,350
	Philip Morris International	242,550		8,629,929
	Procter & Gamble	40,052		1,886,049
	TJX	23,100		592,284
	Wal-Mart Stores	241,635		12,589,183
				81,928,887
Consumer Services – 6.83%
*†	Apollo Group Class A	17,100		1,339,443
	Carnival	36,150		780,840
*	Comcast Special Class A	101,950		1,312,097
*†	DIRECTV Group	73,350		1,671,647
†	eBay	143,300		1,799,848
†	ITT Educational Services	13,550		1,645,241
	McDonald’s	299,830		16,361,722
*	Regal Entertainment Group Class A	149,700		2,007,477
*	Shaw Communications Class B (Canada)	68,100		1,031,715
	Western Union	128,100		1,610,217
*†	Wynn Resorts	72,402		1,445,868
	Yum Brands	209,013		5,743,677
				36,749,792
Energy – 6.16%
*†	Cameron International	26,600		583,338
	Chesapeake Energy	244,800		4,176,288
	Chevron	8,800		591,712
	EOG Resources	17,400		952,824
	Exxon Mobil	36,300		2,472,030
	Murphy Oil	13,700		613,349
†	Newfield Exploration	29,300		665,110
*	Nexen (Canada)	251,848		4,271,342
	NuStar Energy	2,400		110,664
	Occidental Petroleum	1,200		66,780
	Petroleo Brasileiro SA ADR	108,132		3,294,782
	Petroleo Brasileiro SP ADR	57,000		1,396,500
	Schlumberger	58,800		2,388,456
	Smith International	31,200		670,176
†	Transocean (Switzerland)	157,694		9,278,715
†	Weatherford International	143,830		1,592,198
				33,124,264
Financials – 5.50%
	AllianceBernstein Holding	35,150		517,408
	BlackRock	4,400		572,176
	Bosvespa Holding (Brazil)	271,450		825,325
	Franklin Resources	11,900		641,053
	Goldman Sachs Group	61,729		6,544,508
	Invesco	86,600		1,200,276
	Janus Capital Group	88,250		586,863
	JPMorgan Chase	210,887		5,605,375
	Northern Trust	14,100		843,462

66

		Number of	Value
		Shares	(U.S. $)
Common Stock (continued)
Financials (continued)
	NYSE Euronext	195,300	$	3,495,870
†	Redecard (Brazil)	29,500		357,626
	Schwab (Charles)	26,600		412,300
	State Street	13,160		405,065
	TFS Financial	147,950		1,794,634
	Travelers Companies	54,800		2,227,072
	U.S. Bancorp	243,665		3,559,946
				29,588,959
Health Care – 15.39%
	Abbott Laboratories	252,407		12,039,813
*	Alexion Pharmaceuticals	35,900		1,351,994
	Allergan	41,200		1,967,712
†	Amgen	16,400		812,128
	Baxter International	22,300		1,142,206
	Becton, Dickinson	22,000		1,479,280
†	Biogen Idec	21,300		1,116,546
	Bristol-Myers Squibb	68,950		1,511,384
†	Celgene	54,600		2,424,240
*†	Cephalon	42,500		2,894,250
	Covidien (Bermuda)	154,625		5,139,735
*	DENTSPLY International	20,500		550,425
*†	Elan ADR	74,300		493,352
†	Express Scripts	38,800		1,791,396
†	Genzyme	33,779		2,006,135
†	Gilead Sciences	145,678		6,747,805
*†	Insulet	75,600		309,960
*†	Intuitive Surgical	1,000		95,360
*†	Inverness Medical Innovations	110,600		2,945,278
	Johnson & Johnson	50,624		2,662,822
†	Life Technologies	59,050		1,917,944
*	McKesson	27,100		949,584
†	Medco Health Solutions	103,500		4,278,690
	Medtronic	79,250		2,335,498
±	Novo Nordisk Class B (Denmark)	15,409		738,699
	Roche Holding ADR	82,919		2,847,712
*	Schering-Plough	148,988		3,508,667
†	St. Jude Medical	56,450		2,050,829
*	Stryker	22,300		759,092
*	Teva Pharmaceutical Industries ADR	20,100		905,505
†	Thermo Fisher Scientific	59,750		2,131,283
	UnitedHealth Group	21,600		452,088
†	WellPoint	134,550		5,108,864
	Wyeth	123,650		5,321,896
				82,788,172
Technology – 24.02%
†	Activision Blizzard	53,707		561,775
*†	American Tower Class A	84,000		2,556,120
†	Apple	210,736		22,152,567
*†	Atheros Communications	68,600		1,005,676
*†	Autodesk	96,400		1,620,484
	BCE (Canada)	550		10,945
†	BE Aerospace	405,700		3,517,419
†	Broadcom Class A	57,000		1,138,860
†	Cisco Systems	301,700		5,059,509
†	Cognizant Technology Solutions Class A	161,400		3,355,506
†	Crown Castle International	125,500		2,561,455
*†	Dolby Laboratories Class A	32,700		1,115,397
†	EMC	50,200		572,280
†	Expedia	265,303		2,408,951
	General Dynamics	152,208		6,330,331
	Hewlett-Packard	144,650		4,637,479
†	IAC/InterActive	176,650		2,690,380
	International Business Machines	73,426		7,114,245
*†	Intuit	26,150		706,050
†	Juniper Networks	64,100		965,346
*†	Leap Wireless International	22,300		777,601
	Lockheed Martin	250,681		17,304,509
†	Marvell Technology Group (Bermuda)	375,250		3,437,290
*†	McAfee	36,600		1,226,100
*†	MetroPCS Communications	75,900		1,296,372
	Microsoft	562,950		10,341,392
	National Semiconductor	52,250		536,608
†	Netease.com ADR (China)
	(Hong Kong Exchange)	93,200		2,502,420
†	Nice Systems ADR	14,650		364,199
†	ON Semiconductor	335,000		1,306,500
*†	priceline.com	5,900		464,802
	QUALCOMM	339,059		13,192,786
*†	salesforce.com	13,200		432,036
†	Solera Holdings	92,000		2,279,760
†	Synopsys	32,950		683,054
	Taiwan Semiconductors
	Manufacturing ADR	86,550		774,623
±	Tencent Holdings (China)
	(Hong Kong Exchange)	123,300		912,388
*†	VeriSign	67,900		1,281,273
				129,194,488
Transportation – 1.78%
	Norfolk Southern	84,544		2,853,360
	Union Pacific	163,960		6,740,396
				9,593,756
Utilities – 0.49%
	Northeast Utilities	67,250		1,451,928
	Veolia Environnement ADR	55,250		1,154,725
				2,606,653
Total Common Stock
	(cost $592,962,695)			515,165,932

(continues)     67

Statements of net assets

Optimum Large Cap Growth Fund

		Number of		Value
		Shares		(U.S. $)
Convertible Preferred Stock – 0.37%
	Mylan 6.50% exercise price
	$17.08, expiration date 11/15/10		2,321	$	1,978,513
Total Convertible Preferred Stock
	(cost $1,546,825)				1,978,513
Preferred Stock – 0.11%
*	Wells Fargo 8.00%		38,550		600,224
Total Preferred Stock
	(cost $741,030)				600,224
		Principal
		Amount (U.S. $)
Repurchase Agreements** – 4.07%
	BNP Paribas 0.08%, dated 3/31/09,
	to be repurchased on 4/1/09,
	repurchase price $21,890,049
	(collateralized by U.S. Government
	obligations, 6/11/09-2/11/10;
	with market value $22,339,361)		$21,890,000		21,890,000
Total Repurchase Agreements
	(cost $21,890,000)				21,890,000
Total Value of Securities Before Securities
	Lending Collateral – 100.32%
	(cost $617,140,550)				539,634,669
		Number of
		Shares
Securities Lending Collateral*** – 8.81%
Investment Companies
	Mellon GSL DBT II
	Collateral Fund		49,272,894		47,427,504
†	Mellon GSL DBT II
	Liquidation Trust		1,053,295		105
Total Securities Lending Collateral
	(cost $50,326,189)				47,427,609
Total Value of Securities – 109.13%
	(cost $667,466,739)				587,062,278		©
Obligation to Return Securities
	Lending Collateral*** – (9.35%)				(50,326,189		)
Receivables and Other Assets
	Net of Liabilities – 0.22%				1,197,849
Net Assets Applicable to 76,386,376
	Shares Outstanding – 100.00%			$	537,933,938
Net Asset Value – Optimum Large Cap Growth Fund
	Class A ($28,346,623 / 4,055,920 Shares)					$6.99
Net Asset Value – Optimum Large Cap Growth Fund
	Class B ($4,779,604 / 710,076 Shares)					$6.73
Net Asset Value – Optimum Large Cap Growth Fund
	Class C ($102,233,247 / 15,191,248 Shares)					$6.73
Net Asset Value – Optimum Large Cap Growth Fund
	Institutional Class ($402,574,464 / 56,429,132 Shares)					$7.13
Components of Net Assets at March 31, 2009:
Shares of beneficial interest
	(unlimited authorization – no par)			$	879,826,937
Undistributed net investment income					663,683
Accumulated net realized loss on investments					(262,163,707		)
Net unrealized depreciation of investments
	and foreign currencies				(80,392,975		)
Total net assets				$	537,933,938

*	Fully or partially on loan.
±	Security is being valued based on international fair value pricing. At March 31, 2009, the aggregate amount of international fair value priced securities was $5,129,585, which represented 0.95% of the Fund’s net assets. See Note 1 in “Notes to financial statements.”
†	Non income producing security.
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $47,652,426 of securities loaned.

Summary of Abbreviations:
ADR — American Depositary Receipts
CHF — Swiss Franc
EUR — European Monetary Unit
USD — United States Dollar

Net Asset Value and Offering Price Per Share –
Optimum Large Cap Growth Fund
Net asset value Class A (A)	$6.99
Sales charge (5.75% of offering price) (B)	0.43
Offering price	$7.42

(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.

68

The following foreign currency exchange contracts were outstanding at March 31, 2009:

Foreign Currency Exchange Contracts1
						Unrealized
Contracts						Appreciation
to Deliver			In Exchange For		Settlement Date	(Depreciation)
CHF	(53,539	)	USD	46,840	4/1/09		$(186	)
EUR	(29,973	)	USD	39,880	4/1/09		59
							$(127	)

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional values presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized appreciation (depreciation) is reflected in the Fund’s net assets.

¹ See Note 7 in “Notes to financial statements.”

See accompanying notes

(continues)     69

Statements of net assets

Optimum Large Cap Value Fund

March 31, 2009

		Number of	Value
		Shares	(U.S. $)
Common Stock – 99.74%
Consumer Discretionary – 10.80%
	Comcast Class A	316,700	$	4,319,788
*	Disney (Walt)	176,310		3,201,790
	Gap	425,500		5,527,245
*	Hasbro	32,720		820,290
*	Home Depot	262,010		6,172,956
	Johnson Controls	78,020		936,240
*	Lennar Class A	379,138		2,847,326
	Macy’s	127,490		1,134,661
	Mattel	379,500		4,375,635
	NIKE Class B	79,500		3,727,755
	Omnicom Group	130,790		3,060,486
*	Regal Entertainment Group Class A	555,000		7,442,550
*	Royal Caribbean Cruises	131,670		1,054,677
*	Sherwin-Williams	45,670		2,373,470
	Sony ADR	37,600		775,688
	Staples	66,800		1,209,748
	Time Warner	96,500		1,862,450
	Time Warner Cable	24,222		600,717
±	WPP	247,316		1,388,845
				52,832,317
Consumer Staples – 12.47%
	Altria Group	65,040		1,041,941
	CVS Caremark	239,171		6,574,811
±	Diageo (United Kingdom)	269,176		3,005,324
*	Estee Lauder Class A	99,400		2,450,210
	Kellogg	32,640		1,195,603
	Kimberly-Clark	170,850		7,877,894
	Kraft Foods Class A	341,650		7,615,379
	Kroger	74,850		1,588,317
	Lorillard	25,990		1,604,623
	Molson Coors Brewing Class B	30,380		1,041,426
±	Nestle (Switzerland)	120,051		4,055,134
	PepsiCo	63,900		3,289,572
	Philip Morris International	277,750		9,882,344
	Procter & Gamble	61,556		2,898,650
*	Sara Lee	722,100		5,834,568
	Smucker (J.M.)	28,100		1,047,287
				61,003,083
Energy – 13.23%
	Anadarko Petroleum	83,800		3,258,982
	Apache	52,590		3,370,493
	Baker Hughes	63,700		1,818,635
*	BP ADR	55,400		2,221,540
	Chevron	237,452		15,966,273
	ConocoPhillips	185,290		7,255,956
	Devon Energy	59,550		2,661,290
	EOG Resources	37,190		2,036,524
	Exxon Mobil	92,300		6,285,630
	Hess	52,680		2,855,256
	Marathon Oil	142,400		3,743,696
†	National Oilwell Varco	53,200		1,527,372
	Occidental Petroleum	33,980		1,890,987
	Total ADR	160,770		7,887,376
	Valero Energy	106,500		1,906,350
				64,686,360
Financials – 15.15%
	Allstate	214,860		4,114,569
	Annaly Mortgage Management	72,000		998,640
	Aon	38,890		1,587,490
	Bank of America	198,699		1,355,127
	Bank of New York Mellon	242,196		6,842,037
	Blackstone Group	431,540		3,128,665
	Chubb	44,820		1,896,782
	Franklin Resources	18,900		1,018,143
	Goldman Sachs Group	57,410		6,086,608
*	Hospitality Properties Trust	135,500		1,626,000
	Invesco	147,410		2,043,103
	JPMorgan Chase	518,677		13,786,435
	MetLife	253,790		5,778,798
	New York Community Bancorp	449,700		5,023,149
	NYSE Euronext	99,600		1,782,840
	PNC Financial Services Group	44,680		1,308,677
	Prudential Financial	57,330		1,090,417
	State Street	107,930		3,322,085
	Travelers	236,763		9,622,048
	Wells Fargo	116,860		1,664,086
				74,075,699
Health Care – 10.45%
	Abbott Laboratories	39,370		1,877,949
†	Boston Scientific	299,900		2,384,205
	Bristol-Myers Squibb	275,100		6,030,192
±	GlaxoSmithKline (United Kingdom)	79,890		1,243,475
	Johnson & Johnson	84,500		4,444,700
	Medtronic	33,540		988,424
	Merck	193,970		5,188,698
	Pfizer	738,540		10,058,914
±	Roche Holding (Switzerland)	7,630		1,047,035
*	Tenet Healthcare	1,278,530		1,483,095
†	Thermo Fisher Scientific	34,300		1,223,481
†*	Waters	32,130		1,187,204
†	Watson Pharmaceuticals	231,600		7,205,075
†	WellPoint	16,100		611,317
	Wyeth	142,190		6,119,857
				51,093,621
Industrials – 10.74%
*	3M	52,540		2,612,289
*	Avery Dennison	136,000		3,038,240
*	Burlington Northern Santa Fe	10,010		602,102
*	Danaher	42,920		2,327,122
	Eaton	47,100		1,736,106
†	General Electric	452,300		4,572,753

70

		Number of	Value
		Shares	(U.S. $)
Common Stock (continued)
Industrials (continued)
*	Grainger (W.W.)	27,040	$	1,897,667
	Honeywell International	118,900		3,312,554
	Lockheed Martin	159,720		11,025,471
	Northrop Grumman	142,270		6,208,663
	Tyco Electronics	330,700		3,650,928
	Tyco International	181,300		3,546,228
	United Technologies	97,610		4,195,278
*	Waste Management	147,800		3,783,680
				52,509,081
Information Technology – 11.10%
	Accenture Class A	189,540		5,210,455
†	Agilent Technologies	43,870		674,282
	Automatic Data Processing	25,590		899,744
†	Dell	240,500		2,279,940
	Dun & Bradstreet	11,170		860,090
	Hewlett-Packard	152,790		4,898,447
	Intel	656,940		9,886,947
	International Business Machines	159,740		15,477,209
	KLA-Tencor	122,800		2,456,000
†	LSI	615,400		1,870,816
	Motorola	701,100		2,965,653
†	Oracle	315,280		5,697,110
	Western Union	87,800		1,103,646
				54,280,339
Materials – 5.16%
	Air Products & Chemicals	41,950		2,359,688
	duPont (E.I.) deNemours	317,700		7,094,240
	MeadWestvaco	297,300		3,564,627
	Packaging Corp. of America	472,800		6,155,856
	PPG Industries	114,810		4,236,489
*	United States Steel	85,750		1,811,898
				25,222,798
Telecommunications – 6.45%
	AT&T	677,190		17,065,189
*	Qwest Communications International	1,822,000		6,231,240
*	Rogers Communications Class B	48,960		1,128,307
*	Verizon Communications	8,050		243,110
±	Vodafone Group (United Kingdom)	1,829,007		3,184,341
	Windstream	458,900		3,698,734
				31,550,921
Utilities – 4.19%
	American Electric Power	213,630		5,396,293
	Dominion Resources	116,686		3,616,099
	Entergy	26,790		1,824,131
*	FPL Group	53,150		2,696,300
*	PG&E	53,640		2,050,121
	PPL	93,890		2,695,582
	Public Service Enterprise Group	74,450		2,194,042
				20,472,568
Total Common Stock
	(cost $729,994,244)			487,726,787

		Principal	Value
		Amount (U.S. $)	(U.S. $)
Repurchase Agreements** – 0.20%
	BNP Paribas 0.08%, dated 3/31/09,
	to be repurchased on 4/1/09,
	repurchase price $981,002
	(collateralized by U.S. Government
	obligations, 6/11/09-2/11/10; with
	market value $1,001,138)	$981,000		981,000
Total Repurchase Agreements
	(cost $981,000)			981,000
Total Value of Securities Before Securities
	Lending Collateral – 99.94%
	(cost $730,975,244)			488,707,787
		Number of
		Shares
Securities Lending Collateral*** – 8.29%
Investment Companies
	Mellon GSL DBT II Collateral Fund	41,955,648		40,552,332
†	Mellon GSL DBT II Liquidation Trust	1,049,762		105
Total Securities Lending Collateral
	(cost $43,005,410)			40,552,437
Total Value of Securities – 108.23%
	(cost $773,980,654)			529,260,224		©
Obligation to Return Securities
	Lending Collateral*** – (8.79%)			(43,005,410		)
Receivables and Other Assets
	Net of Liabilities – 0.56%			2,750,122
Net Assets Applicable to 72,827,298
	Shares Outstanding – 100.00%		$	489,004,936
Net Asset Value – Optimum Large Cap Value Fund
	Class A ($26,900,758 / 4,007,749 Shares)				$6.71
Net Asset Value – Optimum Large Cap Value Fund
	Class B ($4,664,218 / 703,519 Shares)				$6.63
Net Asset Value – Optimum Large Cap Value Fund
	Class C ($98,880,621 / 14,919,781 Shares)				$6.63
Net Asset Value – Optimum Large Cap Value Fund
	Institutional Class ($358,559,339 / 53,196,249 Shares)				$6.74
Components of Net Assets at March 31, 2009:
Shares of beneficial interest
	(unlimited authorization – no par)		$	854,851,172
Undistributed net investment income				13,594,842
Accumulated net realized loss on investments				(134,729,598		)
Net unrealized depreciation of investments
	and foreign currencies			(244,711,480		)
Total net assets			$	489,004,936

(continues) 71

Statements of net assets

Optimum Large Cap Value Fund

*	Fully or partially on loan.
±	Security is being valued based on international fair value pricing. At March 31, 2009, the aggregate amount of international fair value priced securities was $13,924,154, which represented 2.85% of the Fund's net assets. See Note 1 in “notes to financial statements.”
†	Non income producing security.
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $39,752,242 of securities loaned.

Summary of Abbreviations:
ADR — American Depositary Receipts
CAD — Canadian Dollar
CHF — Swiss Franc
GBP — British Pound Sterling
USD — United States Dollar

Net Asset Value and Offering Price Per Share –
Optimum Large Cap Value Fund
Net asset value Class A (A)	$	6.71
Sales charge (5.75% of offering price) (B)		0.41
Offering price	$	7.12

(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.

The following foreign currency exchange contracts were outstanding at March 31, 2009:

Foreign Currency Exchange Contracts¹

Contracts						Unrealized
to Deliver			In Exchange For		Settlement Date	Depreciation
CAD	(9,405	)	USD	7,449	4/2/09		$  (11	)
CHF	(36,882	)	USD	32,030	4/2/09		(365	)
GBP	(36,101	)	USD	51,299	4/2/09		(491	)
							$(867	)

The use of foreign currency exchange contracts involves elements of market risk and risks in excess of the amount recognized in the financial statements. The notional values presented above represent the Fund’s total exposure in such contracts, whereas only the net unrealized depreciation is reflected in the Fund’s net assets.

¹ See Note 7 in “Notes to financial statements.”

See accompanying notes

72

Optimum Small-Mid Cap Growth Fund

March 31, 2009

		Number of
		Shares	Value
Common Stock – 98.89%
Basic Industry/Capital Goods – 14.33%
*	Acuity Brands	15,500	$	349,370
	Albemarle	6,500		141,505
*†	Allegiant Travel	10,970		498,696
	American Ecology	5,860		81,688
	AMETEK	54,990		1,719,538
	Cubic	1,110		28,116
*	Donaldson	30,500		818,620
*†	Drew Industries	12,000		104,160
*	FMC	9,400		405,516
	Greif Class A	7,000		233,030
	Herman Miller	29,000		309,140
*†	Itron	4,760		225,386
*	Kaydon	8,000		218,640
	Koppers Holdings	6,000		87,120
	Lennox International	12,330		326,252
†	Mettler-Toledo International	13,500		692,955
*	Mine Safety Appliances	9,000		180,180
*†	Moog Class A	12,000		274,440
*	Nordson	25,500		724,965
	Pall	20,213		412,952
*	Pentair	12,100		262,207
†	Quanta Services	32,500		697,125
*	Simpson Manufacturing	12,000		216,240
†	Sterling Construction	13,260		236,558
†	SunPower Class B	8,110		160,578
*	Toro	7,000		169,260
†	Varian	1,700		40,358
†	Waste Connections	47,980		1,233,086
				10,847,681
Business Services – 6.55%
	Administaff	16,000		338,080
†	Aecom Technology	17,280		450,662
†	Coinstar	7,500		245,700
*†	Concur Technologies	32,400		621,757
†	Discovery Communications	15,610		250,072
*	FactSet Research Systems	9,720		485,903
	Global Payments	15,500		517,855
†	Hackett Group	34,000		68,680
	Interactive Data	15,200		377,872
*	Knoll	20,000		122,600
†	Liberty Acquisition Holdings	31,100		279,900
†	Net 1 UEPS Technologies	13,190		200,620
†	Parexel International	18,400		179,032
	Robert Half International	8,410		149,950
†	SkillSoft ADR	61,000		408,090
	Viad	1,400		19,768
†	Wright Express	13,420		244,512
				4,961,053
Consumer Durables – 3.39%
*†	Cavco Industries	29,500		696,201
*†	Champion Enterprises	137,000		65,760
*†	Jarden	51,070		647,057
*	Snap-On	17,080		428,708
*	Thor Industries	16,500		257,730
†	WESCO International	9,770		177,032
*	Winnebago Industries	18,000		95,580
*†	WMS Industries	9,620		201,154
				2,569,222
Consumer Non-Durables – 7.26%
*	Abercrombie & Fitch Class A	22,380		532,644
	Advance Auto Parts	13,270		545,132
†	Aeropostale	16,550		439,568
*†	BJ’s Wholesale Club	18,430		589,576
*†	Chico’s FAS	28,000		150,360
†	Coach	6,500		108,550
†	Deckers Outdoor	4,920		260,957
*†	Dick’s Sporting Goods	15,810		225,609
†	Gildan Activewear	37,860		306,666
†	Hibbett Sports	3,600		69,192
†	Hot Topic	9,000		100,710
*†	J. Crew Group	10,000		131,800
*	Pool	46,930		628,861
†	Rush Enterprises Class A	24,500		218,540
*	Talbots	51,000		179,010
*†	True Religion Apparel	26,300		310,603
†	Urban Outfitters	42,950		703,091
				5,500,869
Consumer Services – 6.56%
†	Bally Technologies	15,500		285,510
	Burger King Holdings	19,810		454,640
†	Career Education	15,760		377,610
*†	Corinthian Colleges	35,890		698,061
†	DreamWorks Animation Class A	6,110		132,220
*†	Entravision Communications	56,000		14,560
*†	Gaylord Entertainment	8,000		66,640
*†	ITT Educational Services	13,730		1,667,096
*†	Marvel Entertainment	15,800		419,490
	Pepsi Bottling Group	18,380		406,933
*†	Pinnacle Entertainment	40,500		285,120
†	Salem Communications Class A	36,500		20,440
*†	Wynn Resorts	7,020		140,189
				4,968,509
Energy – 5.39%
†	Arena Resources	12,030		306,524
*†	Atwood Oceanics	49,430		820,044
	Cabot Oil & Gas	13,730		323,616
†	Carrizo Oil & Gas	20,000		177,600
†	Covanta Holding	19,470		254,862
†	FMC Technologies	23,500		737,195
*	Helmerich & Payne	12,430		283,031
±†	Lundin Petroleum	35,566		192,714
†	Oceaneering International	7,500		276,525
*†	Quicksilver Resources	17,500		96,950

(continues)     73

Statements of net assets

Optimum Small-Mid Cap Growth Fund

		Number of
		Shares	Value
Common Stock (continued)
Energy (continued)
	St. Mary Land & Exploration	13,040	$	172,519
†	Tesco	7,200		56,304
†	TETRA Technologies	27,000		87,750
±	Wellstream Holdings	27,186		168,242
†	Whiting Petroleum	5,030		130,026
				4,083,902
Financials – 11.04%
*	Aaron Rents	28,000		746,480
	Allied World Assurance Holdings	8,830		335,805
*†	AmeriCredit	15,500		90,830
†	Arch Capital Group	6,920		372,711
	Associated Banc-Corp	14,500		223,880
	Berkshire Hills Bancorp	25,500		584,460
	BOK Financial	5,500		190,025
	GATX	20,000		404,600
†	Guaranty Bancorp	70,000		122,500
†	H&E Equipment Services	40,500		265,275
	HCC Insurance Holdings	20,500		516,395
	K-Fed Bancorp	72,000		568,080
	Lakeland Financial	19,500		374,205
±†	Lancashire Holdings	36,475		250,670
	MB Financial	28,500		387,600
†	Signature Bank	11,660		329,162
†	SVB Financial Group	12,000		240,120
*	TCF Financial	32,500		382,200
	Tower Group	15,000		369,450
	Trico Bancshares	24,500		410,130
*	Valley National Bancorp	51,500		637,055
	ViewPoint Financial Group	41,500		499,245
†	World Acceptance	3,500		59,850
				8,360,728
Health Care – 16.79%
†	Alexion Pharmaceuticals	11,500		433,090
†	Alkermes	16,770		203,420
†	American Medical System Holdings	3,400		37,910
†	Array Biopharma	10,500		27,720
*†	Auxilium Pharmaceuticals	20,310		562,993
	Beckman Coulter	9,320		475,413
*†	BioMarin Pharmaceuticals	12,500		154,375
†	Celera	26,060		198,838
*†	Cephalon	10,630		723,902
*†	Cerner	5,410		237,878
†	Community Health Systems	22,730		348,678
*†	Cougar Biotechnology	9,290		299,138
*†	Cubist Pharmaceuticals	13,080		213,989
†	Eclipsys	13,820		140,135
†	Health Net	23,270		336,950
*†	HealthSouth	37,760		335,309
	ICON ADR	19,370		312,826
*†	Idexx Laboratories	6,500		224,770
*†	Illumina	10,000		372,400
†	Immucor	15,000		377,250
*†	InterMune	7,500		123,300
†	Intuitive Surgical	1,890		180,230
*†	Inverness Medical Innovations	19,410		516,888
*†	IsoRay	112,000		19,040
†	Life Technologies	13,620		442,378
*†	Luminex	10,200		184,824
*†	Medarex	24,000		123,120
*†	Medicines	14,110		152,952
*†	Myriad Genetics	20,380		926,678
†	Nektar Therapeutics	20,000		107,800
	Omnicare	14,710		360,248
†	Onyx Pharmaceuticals	8,480		242,104
†	OSI Pharmaceuticals	7,660		293,072
*†	PSS World Medical	24,000		344,400
*†	Psychiatric Solutions	14,500		228,085
*	Quality Systems	8,000		362,000
†	Regeneron Pharmaceuticals	16,860		233,680
*†	Savient Pharmaceuticals	11,500		56,925
*†	Seattle Genetics	28,000		276,080
*†	Sequenom	10,220		145,328
±	SSL International	23,126		148,713
*†	United Therapeutics	2,500		165,225
†	Varian Medical Systems	7,840		238,650
†	Vertex Pharmaceuticals	4,380		125,837
†	Volcano	32,390		471,275
†	Zoll Medical	15,770		226,457
				12,712,273
Real Estate – 1.24%
	AMB Property	12,090		174,096
	BioMed Realty Trust	15,000		101,550
	Corporate Office Properties Trust	10,500		260,715
*	Extra Space Storage	17,000		93,670
	Regency Centers	11,560		307,149
				937,180
Technology – 24.04%
†	American Tower Class A	9,000		273,870
	Amphenol Class A	16,000		455,840
†	ANSYS	16,500		414,150
*†	Atheros Communications	32,320		473,811
±†	Autonomy	14,230		265,419
†	Crown Castle International	58,400		1,191,944
*†	Equinix	9,530		535,110
†	eResearch Technology	19,600		103,096
†	ESCO Technologies	18,000		696,600
*†	FLIR Systems	45,000		921,600
*†	II-VI	18,500		317,830
†	Informatica	28,000		371,280
†	Integrated Device Technology	68,000		309,400
†	IPG Photonics	46,000		387,320
	Jabil Circuit	31,800		176,808

74

		Number of
		Shares		Value
Common Stock (continued)
Technology (continued)
†	Logitech International Class R		3,469	$	35,661
†	McAfee		11,400		381,900
*†	MetroPCS Communications		36,930		630,764
†	Micros Systems		18,720		351,000
†	Microsemi		36,500		423,400
†	Nice Systems ADR		31,830		791,294
†	Novell		103,000		438,780
*†	Omniture		32,340		426,565
*†	ON Semiconductor		250,060		975,234
†	Plexus		31,500		435,330
*†	Polycom		60,780		935,404
†	Red Hat		39,310		701,290
†	RightNow Technologies		13,870		104,996
	Seagate Technology		35,200		211,552
†	Solera Holdings		25,740		637,837
†	SRA International Class A		14,000		205,800
*†	Stratasys		20,000		165,400
*†	Supertex		18,000		415,800
*†	Switch & Data Facilities		25,000		219,250
†	Sykes Enterprises		21,340		354,884
†	Teledyne Technologies		16,920		451,426
†	Trimble Navigation		8,000		122,240
*	TW Telecom		88,000		770,000
†	VeriSign		13,530		255,311
†	Virtusa		40,494		251,063
†	Western Digital		22,120		427,801
†	Zebra Technologies		10,000		190,200
					18,204,260
Transportation – 2.30%
†	CAI International		36,000		101,880
*	Heartland Express		62,540		926,217
†	HUB Group Class A		20,930		355,810
*	Hunt (J.B.) Transport Services		14,760		355,864
					1,739,771
Total Common Stock
	(cost $97,543,217)				74,885,448
Warrants – 0.00%
†=	Isoray, exercise price $5.00,
	expiration date 3/22/11		28,000		0
†=@∏	Medicure Restricted PIPE		74,014		0
Total Warrants
	(cost $0)				0
		Principal
		Amount
Repurchase Agreements** – 1.36%
	BNP Paribas 0.08%, dated
	3/31/09, to be repurchased
	on 4/1/09, repurchase price
	$1,033,002 (collateralized by
	U.S. Government obligations,
	6/11/09-2/11/10; with market
	value $1,054,206)	$	1,033,000		1,033,000
Total Repurchase Agreements
	(cost $1,033,000)				1,033,000
Total Value of Securities Before Securities
	Lending Collateral – 100.25%
	(cost $98,576,217)				75,918,448
		Number of
		Shares
Securities Lending Collateral*** – 20.78%
Investment Companies
	Mellon GSL DBT II
	Collateral Fund		16,257,629		15,731,878
†	Mellon GSL DBT II
	Liquidation Trust		510,265		51
Total Securities Lending Collateral
	(cost $16,767,894)				15,731,929
Total Value of Securities – 121.03%
	(cost $115,344,111)				91,650,377		©
Obligation to Return Securities
	Lending Collateral*** – (22.14%)				(16,767,894		)
Receivables and Other Assets
	Net of Liabilities – 1.11%				845,061
Net Assets Applicable to 11,147,790
	Shares Outstanding – 100.00%			$	75,727,544
Net Asset Value – Optimum Small-Mid Cap Growth Fund
	Class A ($4,813,496 / 712,366 Shares)					$6.76
Net Asset Value – Optimum Small-Mid Cap Growth Fund
	Class B ($807,133 / 124,012 Shares)					$6.51
Net Asset Value – Optimum Small-Mid Cap Growth Fund
	Class C ($16,862,575 / 2,591,277 Shares)					$6.51
Net Asset Value – Optimum Small-Mid Cap Growth Fund
	Institutional Class ($53,244,340 / 7,720,135 Shares)					$6.90

(continues) 75

Statements of net assets

Optimum Small-Mid Cap Growth Fund

Components of Net Assets at March 31, 2009:
Shares of beneficial interest
(unlimited authorization – no par)	$	136,540,439
Accumulated net investment loss		(949	)
Accumulated net realized loss on investments		(37,118,545	)
Net unrealized depreciation of investments		(23,693,401	)
Total net assets	$	75,727,544

*	Fully or partially on loan.
†	Non income producing security.
±	Security is being valued based on international fair value pricing. At March 31, 2009, the aggregate amount of international fair value priced securities was $1,025,758, which represented 1.35% of the Fund’s net assets. See Note 1 in “Notes to financial statements.”
=	Security is being fair valued in accordance with the Fund’s fair valuation policy. At March 31, 2009, the aggregate amount of fair valued securities was $0, which represented 0.00% of the Fund’s net assets. See Note 1 in “Notes to financial statements.”
@	Illiquid security. At March 31, 2009, the aggregate amount of illiquid securities was $0, which represented 0.00% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”
∏	Restricted Security. These investments are in securities not registered under the Securities Act of 1933, as amended and have certain restrictions on resale which may limit their liquidity. At March 31, 2009, the aggregate amount of the restricted securities was $0 or 0.00% of the Fund’s net assets. See Note 12 in “Notes to financial statements.”
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $15,585,726 of securities loaned.

Summary of Abbreviations:
ADR — American Depositary Receipt
PIPE — Private Investment in Public Equity

Net Asset Value and Offering Price Per Share –
Optimum Small-Mid Cap Growth Fund
Net asset value Class A (A)	$	6.76
Sales charge (5.75% of offering price) (B)		0.41
Offering price	$	7.17

(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

76

Optimum Small-Mid Cap Value Fund

March 31, 2009

		Number of
		Shares	Value
Common Stock – 94.38%
Basic Industry – 12.00%
	Airgas	15,200	$	513,912
*	Albany International	83,000		751,150
	Albemarle	27,000		587,790
*	Allegheny Technologies	10,500		230,265
	AMETEK	12,500		390,875
*	AptarGroup	17,000		529,380
	Ashland	62,000		640,460
	Brady Class A	27,000		476,010
	Carlisle	28,000		549,640
	Chemtura	75,000		3,563
	Cliffs Natural Resources	16,300		296,008
	Crane	35,000		590,800
	Cytec Industries	26,000		390,520
*	Eastman Chemical	38,300		1,026,440
	Kaiser Aluminum	18,500		427,720
*†	Kapstone Paper & Packaging	170,000		418,200
*	Lennox International	19,300		510,678
†	NCI Building Systems	16,000		35,520
*†	OM Group	20,000		386,400
	Quanex	42,000		319,200
†	Solutia	44,000		82,280
*	Spartech	70,000		172,200
				9,329,011
Business Services – 6.01%
†	Brink’s Home Security Holdings	10,500		237,300
*	Courier	50,718		769,392
	Deluxe	27,000		260,010
	Donnelley (R.R.) & Sons	32,000		234,560
	Ennis	77,890		690,105
*	Factset Research Systems	6,200		309,938
	Manpower	8,500		268,005
†	MPS Group	110,000		654,500
	Total System Services	37,700		520,637
†	TrueBlue	18,000		148,500
†	WESCO International	32,000		579,840
				4,672,787
Capital Spending – 9.13%
*	Acuity Brands	32,000		721,280
†	Advanced Energy Industries	89,825		676,382
*†	AGCO	13,700		268,520
	Cummins	11,400		290,130
†	Gardner Denver	13,100		284,794
*	Granite Construction	16,700		625,916
	Hardinge	1,200		3,348
	Harsco	15,000		332,550
*	Hubbell Class B	25,500		687,480
	Kennametal	65,000		1,053,650
	Precision Castparts	6,500		389,350
	Tennant	52,800		494,736
	Tyco International	25,000		489,000
†	URS	13,600		549,576
*	Wabash National	189,200		232,716
				7,099,428
Consumer Cyclical – 7.97%
	Alberto-Culver	24,100		544,901
	Barnes Group	83,000		887,270
*	Ethan Allen Interiors	77,800		876,028
†	Exide Technologies	231,890		695,670
*	Furniture Brands International	42,000		61,740
*	Hooker Furniture	85,752		723,747
	Knoll	101,000		619,130
*	Leggett & Platt	31,000		402,690
*	Stanley Works	26,000		757,120
	Tupperware	37,000		628,630
				6,196,926
Consumer Services – 8.91%
*†	BJ’s Wholesale Club	18,300		585,417
*†	Collective Brands	95,000		925,300
*†	Dress Barn	68,700		844,323
	Foot Locker	90,500		948,440
*†	Genesco	47,500		894,425
	Ingles Markets Class A	56,306		840,649
*†	RSC Holdings	36,000		189,360
†	Rush Enterprises Class A	49,500		441,540
†	Sturm Ruger & Co.	102,292		1,261,260
				6,930,714
Consumer Staples – 3.34%
*	Bunge Limited	4,600		260,590
*†	Chiquita Brands International	104,373		691,993
†	Dr Pepper Snapple Group	33,900		573,249
	Molson Coors Brewing Class B	15,700		538,196
	Smucker (J.M.)	14,400		536,688
				2,600,716
Energy – 5.33%
	Cabot Oil & Gas	23,700		558,609
	Gulf Island Fabrication	66,760		534,748
†	Key Energy Services	85,000		244,800
†	Newpark Resources	227,850		576,461
†	Plains Exploration & Production	30,600		527,238
	Southern Union	79,900		1,216,077
†	Southwestern Energy	4,400		131,824
†	Weatherford International	32,500		359,775
				4,149,532
Financial Services – 13.27%
†	Alleghany	918		248,622
	American Equity Investment Life Holding	187,220		778,835
	AXIS Capital Holdings	24,700		556,738
	CFS Bancorp	6,445		25,136
	Comerica	28,400		520,004
	Cullen/Frost Bankers	6,200		291,028
	Dime Community Bancshares	43,750		410,375
	Eaton Vance	29,300		669,505
	Everest Re Group	7,100		502,680
†	FPIC Insurance Group	24,215		896,681
	Horace Mann Educators	80,950		677,552
	Hudson City Bancorp	45,100		527,219

(continues)     77

Statements of net assets

Optimum Small-Mid Cap Value Fund

		Number of
		Shares		Value
Common Stock (continued)
Financial Services (continued)
†	LaBranche & Co.		164,160	$	613,958
	Lazard Class A		17,800		523,320
*	Old National Bancorp		56,650		632,781
	People’s United Financial		30,600		549,882
	Safety Insurance Group		7,700		239,316
*	Suffolk Bancorp		42,645		1,108,343
	Willis Group Holdings		24,800		545,600
					10,317,575
Health Care – 4.83%
*†	AMEDISYS		10,800		296,892
*	DENTSPLY International		19,200		515,520
†	Laboratory Corp. of America Holdings		9,000		526,410
*†	LifePoint Hospitals		33,720		703,399
†	Mead Johnson Nutrition Class A		19,900		574,513
†	Natus Medical		15,000		127,650
†	RehabCare Group		27,113		472,851
	Universal Health Services Class B		14,000		536,760
					3,753,995
Real Estate – 1.07%
	Equity Lifestyle Properties		7,500		285,750
*	Healthcare Realty Trust		36,400		545,636
					831,386
Technology – 18.95%
†	3Com		374,000		1,155,659
	Agilysys		36,135		155,381
*†	Alliant Techsystems		8,300		555,934
†	CACI International Class A		14,800		540,052
†	Checkpoint Systems		88,000		789,360
†	CIBER		200,725		547,979
	Cohu		76,210		548,712
	Ducommun		52,970		770,184
†	Esterline Technologies		11,500		232,185
†	Fairchild Semiconductor International		106,000		395,380
†	Flextronics International		379,999		1,098,197
†	Gerber Scientific		84,000		200,760
	Harris		18,700		541,178
†	Intermec		51,000		530,400
†	LeCroy		50,000		157,000
†	McAfee		17,100		572,850
†	Metavante Technologies		20,700		413,172
	Methode Electronics		150,708		539,535
†	Novell		145,200		618,552
	Rockwell Automation		35,000		764,400
†	Rudolph Technologies		202,589		613,845
†	Sybase		18,600		563,394
†	Teradyne		96,000		420,480
†	Thermo Fisher Scientific		18,900		674,163
*†	VASCO Data Security International		130,478		752,858
†	Vishay Intertechnology		168,000		584,640
					14,736,250
Transportation – 2.19%
	Alexander & Baldwin		29,300		557,579
	Robinson (C.H.) Worldwide		5,700		259,977
	SkyWest		57,860		719,778
*†	YRC Worldwide		36,700		164,783
					1,702,117
Utilities – 1.38%
*	DPL		23,800		536,452
	Wisconsin Energy		13,000		535,210
					1,071,662
Total Common Stock
	(cost $104,438,438)				73,392,099
		Principal
		Amount
Repurchase Agreements** – 5.95%
	BNP Paribas 0.08%, dated 3/31/09,
	to be repurchased on 4/1/09,
	repurchase price $4,626,010
	(collateralized by U.S. Government
	obligations, 6/11/09-2/11/10;
	with market value $4,720,963)	$	4,626,000		4,626,000
Total Repurchase Agreements
	(cost $4,626,000)				4,626,000
Total Value of Securities Before Securities
	Lending Collateral – 100.33%
	(cost $109,064,438)				78,018,099
		Number of
		Shares
Securities Lending Collateral*** – 13.76%
Investment Companies
	Mellon GSL DBT II
	Collateral Fund		11,062,576		10,695,975
†	Mellon GSL DBT II
	Liquidation Trust		263,528		26
Total Securities Lending Collateral
	(cost $11,326,104)				10,696,001
Total Value of Securities – 114.09%
	(cost $120,390,542)				88,714,100	©
Obligation to Return Securities
	Lending Collateral*** – (14.57%)				(11,326,104	)
Receivables and Other Assets
	Net of Liabilities – 0.48%				372,175
Net Assets Applicable to 13,547,826
	Shares Outstanding – 100.00%			$	77,760,171

78

Net Asset Value – Optimum Small-Mid Cap Value Fund
Class A ($4,045,181 / 710,440 Shares)			$5.69
Net Asset Value – Optimum Small-Mid Cap Value Fund
Class B ($730,692 / 133,766 Shares)			$5.46
Net Asset Value – Optimum Small-Mid Cap Value Fund
Class C ($14,811,395 / 2,712,372 Shares)			$5.46
Net Asset Value – Optimum Small-Mid Cap Value Fund
Institutional Class ($58,172,903 / 9,991,248 Shares)			$5.82
Components of Net Assets at March 31, 2009:
Shares of beneficial interest
(unlimited authorization – no par)	$	146,714,633
Undistributed net investment income		177,373
Accumulated net realized loss on investments		(37,455,393		)
Net unrealized depreciation of investments		(31,676,442		)
Total net assets	$	77,760,171

*	Fully or partially on loan.
†	Non income producing security.
**	See Note 1 in “Notes to financial statements.”
***	See Note 11 in “Notes to financial statements.”
©	Includes $10,643,643 of securities loaned.

Net Asset Value and Offering Price Per Share –
Optimum Small-Mid Cap Value Fund
Net asset value Class A (A)	$	5.69
Sales charge (5.75% of offering price) (B)		0.35
Offering price	$	6.04

(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

79

Statements of assets and liabilities

Optimum Fund Trust

March 31, 2009

	Optimum		Optimum		Optimum		Optimum		Optimum		Optimum
	Fixed Income		International		Large Cap		Large Cap		Small-Mid Cap		Small-Mid Cap
	Fund		Fund		Growth Fund		Value Fund		Growth Fund		Value Fund
Assets:
Investments, at value1	$	606,529,348	$	121,546,225	$	517,744,669	$	487,726,787	$	74,885,448	$	73,392,099
Repurchase agreements, at value		40,449,000		3,760,000		21,890,000		981,000		1,033,000		4,626,000
Short-term investments held as collateral
for loaned securities, at value		30,292,149		15,659,518		47,427,609		40,552,437		15,731,929		10,696,001
Cash		—		—		135,199		117,257		—		22,505
Cash pledged as collateral for future contracts		570,000		526,206		—		—		—		—
Foreign currencies, at value		217,325		223,573		2		14		5,371		—
Receivables for fund shares sold		954,705		258,928		869,600		813,643		179,446		185,063
Receivables for securities sold		4,822,778		309,234		8,356,376		3,285,437		1,491,144		889,796
Foreign currency contracts, at value		186,416		72,956		—		—		—		—
Dividends and interest receivable		6,684,688		917,854		784,485		1,356,352		49,382		105,606
Securities lending income receivable		13,923		18,260		34,404		19,582		12,028		7,293
Credit default swap contracts, at value		421,911		—		—		—		—		—
Variation margin receivable on futures contracts		1,528		32,440		—		—		—		—
Other assets		43,116		—		—		—		—		—
Total assets		691,186,887		143,325,194		597,242,344		534,852,509		93,387,748		89,924,363
Liabilities:
Cash overdraft		86,561		164,496		—		—		880		—
Payables for securities purchased		19,354,538		511,438		7,260,183		1,357,591		583,597		572,475
Payables for fund shares redeemed		1,912,136		240,490		946,420		809,945		139,890		123,744
Foreign currency contracts, at value		233,181		—		127		867		—		—
Written options, at value (premium
received $7,013)		1,454		—		—		—		—		—
Obligation to return securities lending collateral		32,569,640		16,852,791		50,326,189		43,005,410		16,767,894		11,326,104
Accrued protection payments on credit
default swaps		9,216		—		—		—		—		—
Distributions payable		2,143		—		—		—		—		—
Due to manager and affiliates		563,172		143,806		604,820		515,410		83,862		74,765
Other accrued expenses		199,910		119,411		169,532		156,572		83,336		66,456
Other liabilities		3,203		725		1,135		1,778		745		648
Total liabilities		54,935,154		18,033,157		59,308,406		45,847,573		17,660,204		12,164,192
Total Net Assets	$	636,251,733	$	125,292,037	$	537,933,938	$	489,004,936	$	75,727,544	$	77,760,171
Investments, at cost	$	698,868,444	$	160,184,676	$	595,250,550	$	729,994,244	$	97,543,217	$	104,438,438
Repurchase agreements, at cost		40,449,000		3,760,000		21,890,000		981,000		1,033,000		4,626,000
Short-term investments held as collateral
for loaned securities, at cost		32,569,040		16,852,791		50,326,189		43,005,410		16,767,894		11,326,104
Foreign currencies, at cost		223,679		226,096		2		14		5,410		—
1including securities on loan		30,673,144		15,320,036		47,652,426		39,752,242		15,585,726		10,643,643

See accompanying notes

80

Statements of operations

Optimum Fund Trust

Year Ended March 31, 2009

	Optimum			Optimum			Optimum			Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap			Large Cap			Small-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Investment Income:
Dividends	$	228,326		$	9,836,419		$	11,850,556		$	23,126,267		$	772,464		$	1,540,104
Interest		54,282,453			138,885			559,602			346,121			17,243			105,372
Securities lending income		604,311			446,027			704,753			653,505			294,713			158,046
Foreign tax withheld		—			(983,945	)		(198,566	)		(120,172	)		(6,693	)		(4,793	)
		55,115,090			9,437,386			12,916,345			24,005,721			1,077,727			1,798,729
Expenses:
Management fees		4,881,995			1,714,748			6,105,009			5,146,100			1,256,541			988,474
Distribution expenses – Class A		187,052			57,515			147,573			142,893			26,213			24,064
Distribution expenses – Class B		73,400			30,059			71,938			71,629			12,763			12,555
Distribution expenses – Class C		2,174,638			606,174			1,578,050			1,565,205			269,067			250,549
Dividend disbursing and transfer agent
fees and expenses		2,130,709			693,671			2,110,824			1,874,247			465,714			424,197
Administration expenses		1,288,051			350,618			1,248,119			1,121,312			188,481			156,152
Accounting fees		330,957			84,563			320,456			283,579			45,472			37,681
Registration fees		169,645			98,808			170,001			162,840			90,928			84,515
Reports and statements to shareholders		154,326			28,113			131,869			91,776			62,591			11,737
Professional fees		145,698			54,462			117,262			102,104			43,875			42,602
Trustees’ fees		113,593			27,562			105,539			93,982			15,096			12,465
Custodian fees		65,459			142,563			61,087			30,423			12,282			3,817
Pricing fees		54,021			17,202			2,748			1,728			2,044			1,061
Insurance fees		38,944			10,420			36,401			34,171			5,477			4,561
Other		13,669			7,317			13,625			10,544			6,005			5,656
		11,822,157			3,923,795			12,220,501			10,732,533			2,502,549			2,060,086
Less fees waived		(1,933,028	)		(195,364	)		(239,830	)		(438,555	)		(413,775	)		(442,507	)
Less expense paid indirectly		(33,786	)		(354	)		(3,017	)		(5,416	)		(3,454	)		(1,057	)
Total operating expenses		9,855,343			3,728,077			11,977,654			10,288,562			2,085,320			1,616,522
Net Investment Income (Loss)		45,259,747			5,709,309			938,691			13,717,159			(1,007,593	)		182,207
Net Realized and Unrealized Gain (Loss) on
Investments and Foreign Currencies:
Net realized gain (loss) on:
Investments		(37,896,766	)		(70,985,995	)		(240,823,181	)		(129,349,398	)		(34,411,013	)		(35,907,840	)
Futures contracts		(337,408	)		(1,446,150	)		—			—			—			—
Swap contracts		1,369,352			—			—			—			—			—
Written options		935,995			—			—			—			—			—
Foreign currencies		510,128			1,063,227			(157,216	)		(26,037	)		3,851			—
Net realized loss		(35,418,699	)		(71,368,918	)		(240,980,397	)		(129,375,435	)		(34,407,162	)		(35,907,840	)
Net change in unrealized appreciation/depreciation
of investments and foreign currencies		(82,939,229	)		(63,546,680	)		(133,409,382	)		(229,960,349	)		(19,400,809	)		(17,180,970	)
Net Realized and Unrealized Loss on
Investments and Foreign Currencies		(118,357,928	)		(134,915,598	)		(374,389,779	)		(359,335,784	)		(53,807,971	)		(53,088,810	)
Net Decrease in Net Assets
Resulting from Operations	$	(73,098,181	)	$	(129,206,289	)	$	(373,451,088	)	$	(345,618,625	)	$	(54,815,564	)	$	(52,906,603	)

See accompanying notes

81

Statements of changes in net assets

Optimum Fund Trust

	Optimum Fixed Income Fund						Optimum International Fund
	Year Ended						Year Ended
	3/31/09			3/31/08			3/31/09			3/31/08
Increase (Decrease) in Net Assets from Operations:
Net investment income	$	45,259,747		$	38,945,982		$	5,709,309		$	5,069,917
Net realized gain (loss) on investments and foreign currencies		(35,418,699	)		12,617,654			(71,368,918	)		18,453,208
Net change in unrealized appreciation/depreciation of investments
and foreign currencies		(82,939,229	)		(18,721,227	)		(63,546,680	)		(37,113,580	)
Net increase (decrease) in net assets resulting from operations		(73,098,181	)		32,842,409			(129,206,289	)		(13,590,455	)
Dividends and Distributions to Shareholders from:
Net investment income:
Class A		(2,815,733	)		(2,646,846	)		(493,786	)		(189,722	)
Class B		(338,536	)		(320,455	)		(70,734	)		(11,832	)
Class C		(10,040,182	)		(8,955,345	)		(1,430,805	)		(231,986	)
Institutional Class		(32,218,868	)		(26,434,885	)		(4,568,363	)		(1,985,115	)
Net realized gain on investments:
Class A		(185,122	)		(528,340	)		(367,545	)		(1,634,305	)
Class B		(25,716	)		(76,173	)		(67,937	)		(314,623	)
Class C		(760,332	)		(2,107,786	)		(1,377,512	)		(6,066,171	)
Institutional Class		(1,866,977	)		(4,886,758	)		(2,915,201	)		(11,269,275	)
		(48,251,466	)		(45,956,588	)		(11,291,883	)		(21,703,029	)
Capital Share Transactions:
Proceeds from shares sold:
Class A		6,623,498			14,435,397			2,313,214			3,911,302
Class B		219,675			595,022			82,515			98,087
Class C		27,432,690			65,517,471			8,001,047			15,823,329
Institutional Class		184,532,148			286,862,984			42,881,265			72,567,219
Net asset value of shares issued upon reinvestment of dividends
and distributions:
Class A		2,946,630			3,100,810			846,619			1,799,221
Class B		347,873			381,274			136,079			322,331
Class C		10,523,332			10,822,039			2,774,434			6,233,115
Institutional Class		33,212,241			30,570,046			7,383,252			13,070,704
		265,838,087			412,285,043			64,418,425			113,825,308
Cost of shares repurchased:
Class A		(25,792,318	)		(12,098,669	)		(5,873,329	)		(5,478,936	)
Class B		(2,825,370	)		(1,637,721	)		(707,047	)		(730,248	)
Class C		(106,393,836	)		(42,458,019	)		(21,017,796	)		(18,875,450	)
Institutional Class		(300,003,025	)		(165,647,750	)		(57,589,007	)		(43,335,971	)
		(435,014,549	)		(221,842,159	)		(85,187,179	)		(68,420,605	)
Increase (decrease) in net assets derived from capital share transactions		(169,176,462	)		190,442,884			(20,768,754	)		45,404,703
Net Increase (Decrease) in Net Assets		(290,526,109	)		177,328,705			(161,266,926	)		10,111,219
Net Assets:
Beginning of year		926,777,842			749,449,137			286,558,963			276,447,744
End of year	$	636,251,733		$	926,777,842		$	125,292,037		$	286,558,963
Undistributed net investment income	$	7,470,433		$	8,266,779		$	1,631,936		$	1,994,097

See accompanying notes

82

	Optimum Large Cap Growth Fund						Optimum Large Cap Value Fund
	Year Ended						Year Ended
	3/31/09			3/31/08			3/31/09			3/31/08
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	938,691		$	(878,571	)	$	13,717,159		$	10,314,552
Net realized gain (loss) on investments and foreign currencies		(240,980,397	)		(1,111,008	)		(129,375,435	)		38,298,471
Net change in unrealized appreciation/depreciation of investments
and foreign currencies		(133,409,382	)		(48,271,448	)		(229,960,349	)		(117,063,900	)
Net decrease in net assets resulting from operations		(373,451,088	)		(50,261,027	)		(345,618,625	)		(68,450,877	)
Dividends and Distributions to Shareholders from:
Net investment income:
Class A		—			—			(134,409	)		(630,550	)
Class B		—			—			(8,243	)		(43,545	)
Class C		—			—			(181,720	)		(905,530	)
Institutional Class		—			—			(2,187,864	)		(8,485,398	)
Net realized gain on investments:
Class A		—			(1,441,876	)		(662,775	)		(2,973,297	)
Class B		—			(264,016	)		(117,880	)		(553,227	)
Class C		—			(5,499,011	)		(2,598,600	)		(11,425,809	)
Institutional Class		—			(15,352,305	)		(8,022,167	)		(29,657,350	)
Return of capital:
Class A		—			(178,767	)		—			—
Class B		—			(32,243	)		—			—
Class C		—			(684,542	)		—			—
Institutional Class		—			(1,950,630	)		—			—
		—			(25,403,390	)		(13,913,658	)		(54,674,706	)
Capital Share Transactions:
Proceeds from shares sold:
Class A		7,422,542			11,236,759			6,566,676			10,589,119
Class B		378,005			353,506			308,821			292,083
Class C		24,408,305			46,004,662			22,022,257			44,680,367
Institutional Class		175,624,121			352,905,856			177,257,043			261,214,984
Net asset value of shares issued upon reinvestment of dividends
and distributions:
Class A		—			1,601,503			790,219			3,559,703
Class B		—			292,790			124,194			589,420
Class C		—			6,112,565			2,749,342			12,187,382
Institutional Class		—			17,075,912			10,086,689			37,620,966
		207,832,973			435,583,553			219,905,241			370,734,024
Cost of shares repurchased:
Class A		(14,146,760	)		(10,926,086	)		(13,441,430	)		(11,557,514	)
Class B		(1,682,655	)		(1,424,579	)		(1,682,955	)		(1,479,221	)
Class C		(52,996,172	)		(35,449,190	)		(53,211,184	)		(38,254,240	)
Institutional Class		(217,730,097	)		(111,018,222	)		(178,721,590	)		(114,719,796	)
		(286,555,684	)		(158,818,077	)		(247,057,159	)		(166,010,771	)
Increase (decrease) in net assets derived from capital share transactions		(78,722,711	)		276,765,476			(27,151,918	)		204,723,253
Net Increase (Decrease) in Net Assets		(452,173,799	)		201,101,059			(386,684,201	)		81,597,670
Net Assets:
Beginning of year		990,107,737			789,006,678			875,689,137			794,091,467
End of year	$	537,933,938		$	990,107,737		$	489,004,936		$	875,689,137
Undistributed (accumulated) net investment income (loss)	$	663,683		$	(117,792	)	$	13,594,842		$	2,500,621

See accompanying notes

(continues)     83

Statements of changes in net assets

Optimum Fund Trust

	Optimum Small-Mid Cap Growth Fund						Optimum Small-Mid Cap Value Fund
	Year Ended						Year Ended
	3/31/09			3/31/08			3/31/09			3/31/08
Increase (Decrease) in Net Assets from Operations:
Net investment income (loss)	$	(1,007,593	)	$	(1,894,246	)	$	182,207		$	(261,575	)
Net realized gain (loss) on investments		(34,407,162	)		2,123,424			(35,907,840	)		6,418,795
Net change in unrealized appreciation/depreciation of investments		(19,400,809	)		(26,799,380	)		(17,180,970	)		(28,485,141	)
Net decrease in net assets resulting from operations		(54,815,564	)		(26,570,202	)		(52,906,603	)		(22,327,921	)
Dividends and Distributions to Shareholders from:
Net realized gain on investments:
Class A		—			(560,950	)		(15,258	)		(942,182	)
Class B		—			(99,631	)		(2,844	)		(167,781	)
Class C		—			(2,002,272	)		(57,073	)		(3,299,775	)
Institutional Class		—			(4,508,315	)		(115,421	)		(6,085,136	)
Return of capital:
Class A		—			(8,235	)		—			—
Class B		—			(1,431	)		—			—
Class C		—			(29,741	)		—			—
Institutional Class		—			(68,975	)		—			—
		—			(7,279,550	)		(190,596	)		(10,494,874	)
Capital Share Transactions:
Proceeds from shares sold:
Class A		1,537,008			1,996,981			1,328,927			1,579,999
Class B		76,663			44,255			70,326			46,917
Class C		4,919,070			8,156,460			4,307,673			6,594,307
Institutional Class		29,232,627			43,794,668			50,305,391			30,115,190
Net asset value of shares issued upon reinvestment of dividends
and distributions:
Class A		—			562,249			15,258			915,729
Class B		—			100,327			2,813			166,279
Class C		—			2,010,432			56,432			3,260,663
Institutional Class		—			4,507,312			113,479			5,967,026
		35,765,368			61,172,684			56,200,299			48,646,110
Cost of shares repurchased:
Class A		(2,529,586	)		(2,920,642	)		(2,789,717	)		(3,141,056	)
Class B		(294,311	)		(287,031	)		(296,932	)		(293,314	)
Class C		(9,494,543	)		(7,352,657	)		(8,872,916	)		(8,306,564	)
Institutional Class		(28,506,205	)		(20,692,762	)		(23,712,202	)		(21,722,296	)
		(40,824,645	)		(31,253,092	)		(35,671,767	)		(33,463,230	)
Increase (decrease) in net assets derived from capital share transactions		(5,059,277	)		29,919,592			20,528,532			15,182,880
Net Decrease in Net Assets		(59,874,841	)		(3,930,160	)		(32,568,667	)		(17,639,915	)
Net Assets:
Beginning of year		135,602,385			139,532,545			110,328,838			127,968,753
End of year	$	75,727,544		$	135,602,385		$	77,760,171		$	110,328,838
Undistributed (accumulated) net investment income (loss)	$	(949	)	$	—		$	177,373		$	—

See accompanying notes

84

Financial highlights

Optimum Fixed Income Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$8.930		$9.050		$8.740		$8.890		$8.980
Income (loss) from investment operations:
Net investment income1		0.449		0.402		0.399		0.316		0.279
Net realized and unrealized gain (loss) on investments
and foreign currencies		(1.140	)	(0.066	)	0.255		(0.199	)	(0.061	)
Total from investment operations		(0.691	)	0.336		0.654		0.117		0.218
Less dividends and distributions from:
Net investment income		(0.462	)	(0.380	)	(0.344	)	(0.253	)	(0.228	)
Net realized gain on investments		(0.027	)	(0.076	)	—		(0.014	)	(0.080	)
Total dividends and distributions		(0.489	)	(0.456	)	(0.344	)	(0.267	)	(0.308	)
Net asset value, end of period		$7.750		$8.930		$9.050		$8.740		$8.890
Total return2		(7.82%	)	3.78%		7.58%		1.31%		2.59%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$39,299		$63,262		$58,691		$47,956		$33,251
Ratio of expenses to average net assets		1.24%		1.24%		1.25%		1.25%		1.24%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		1.47%		1.43%		1.61%		1.67%		1.70%
Ratio of net investment income to average net assets		5.38%		4.44%		4.48%		3.55%		3.12%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly		5.15%		4.25%		4.12%		3.13%		2.66%
Portfolio turnover		158%		256%		238%		298%		352%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)     85

Financial highlights

Optimum Fixed Income Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$8.930		$9.060		$8.740		$8.900		$8.990
Income (loss) from investment operations:
Net investment income1		0.395		0.343		0.342		0.258		0.221
Net realized and unrealized gain (loss) on investments
and foreign currencies		(1.140	)	(0.076	)	0.264		(0.209	)	(0.055	)
Total from investment operations		(0.745	)	0.267		0.606		0.049		0.166
Less dividends and distributions from:
Net investment income		(0.408	)	(0.321	)	(0.286	)	(0.195	)	(0.176	)
Net realized gain on investments		(0.027	)	(0.076	)	—		(0.014	)	(0.080	)
Total dividends and distributions		(0.435	)	(0.397	)	(0.286	)	(0.209	)	(0.256	)
Net asset value, end of period		$7.750		$8.930		$9.060		$8.740		$8.900
Total return2		(8.42%	)	2.99%		7.01%		0.54%		1.88%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$5,483		$8,788		$9,568		$9,278		$8,405
Ratio of expenses to average net assets		1.89%		1.89%		1.90%		1.90%		1.89%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.12%		2.08%		2.26%		2.32%		2.35%
Ratio of net investment income to average net assets		4.73%		3.79%		3.83%		2.90%		2.47%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly		4.50%		3.60%		3.47%		2.48%		2.01%
Portfolio turnover		158%		256%		238%		298%		352%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

86

Optimum Fixed Income Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$8.940		$9.060		$8.750		$8.900		$8.990
Income (loss) from investment operations:
Net investment income1		0.395		0.343		0.341		0.258		0.221
Net realized and unrealized gain (loss) on investments
and foreign currencies		(1.140	)	(0.066	)	0.255		(0.199	)	(0.055	)
Total from investment operations		(0.745	)	0.277		0.596		0.059		0.166
Less dividends and distributions from:
Net investment income		(0.408	)	(0.321	)	(0.286	)	(0.195	)	(0.176	)
Net realized gain on investments		(0.027	)	(0.076	)	—		(0.014	)	(0.080	)
Total dividends and distributions		(0.435	)	(0.397	)	(0.286	)	(0.209	)	(0.256	)
Net asset value, end of period		$7.760		$8.940		$9.060		$8.750		$8.900
Total return2		(8.41%	)	3.11%		6.88%		0.65%		1.88%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$157,185		$257,340		$227,036		$186,869		$125,301
Ratio of expenses to average net assets		1.89%		1.89%		1.90%		1.90%		1.89%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.12%		2.08%		2.26%		2.32%		2.35%
Ratio of net investment income to average net assets		4.73%		3.79%		3.83%		2.90%		2.47%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly		4.50%		3.60%		3.47%		2.48%		2.01%
Portfolio turnover		158%		256%		238%		298%		352%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues) 87

Financial highlights

Optimum Fixed Income Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$8.920		$9.050		$8.730		$8.890		$8.970
Income (loss) from investment operations:
Net investment income1	0.479		0.434		0.431		0.348		0.310
Net realized and unrealized gain (loss) on investments
and foreign currencies	(1.141	)	(0.076	)	0.265		(0.209	)	(0.050	)
Total from investment operations	(0.662	)	0.358		0.696		0.139		0.260
Less dividends and distributions from:
Net investment income	(0.491	)	(0.412	)	(0.376	)	(0.285	)	(0.260	)
Net realized gain on investments	(0.027	)	(0.076	)	—		(0.014	)	(0.080	)
Total dividends and distributions	(0.518	)	(0.488	)	(0.376	)	(0.299	)	(0.340	)
Net asset value, end of period	$7.740		$8.920		$9.050		$8.730		$8.890
Total return2	(7.51%	)	4.04%		8.09%		1.56%		2.96%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$434,285		$597,388		$454,154		$309,363		$153,085
Ratio of expenses to average net assets	0.89%		0.89%		0.90%		0.90%		0.89%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.12%		1.08%		1.26%		1.32%		1.35%
Ratio of net investment income to average net assets	5.73%		4.79%		4.83%		3.90%		3.47%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly	5.50%		4.60%		4.47%		3.48%		3.01%
Portfolio turnover	158%		256%		238%		298%		352%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

88

Optimum International Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$13.840		$15.490		$13.470		$11.660		$10.670
Income (loss) from investment operations:
Net investment income1	0.280		0.262		0.112		0.180		0.050
Net realized and unrealized gain (loss) on investments
and foreign currencies	(6.557	)	(0.798	)	2.661		2.456		1.069
Total from investment operations	(6.277	)	(0.536	)	2.773		2.636		1.119
Less dividends and distributions from:
Net investment income	(0.326	)	(0.116	)	(0.172	)	(0.074	)	—
Net realized gain on investments	(0.227	)	(0.998	)	(0.581	)	(0.752	)	(0.129	)
Total dividends and distributions	(0.553	)	(1.114	)	(0.753	)	(0.826	)	(0.129	)
Net asset value, end of period	$7.010		$13.840		$15.490		$13.470		$11.660
Total return2	(46.64%	)	(3.96%	)	21.26%		23.54%		10.62%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$9,578		$22,971		$25,523		$20,247		$11,300
Ratio of expenses to average net assets	1.77%		1.75%		1.96%		1.96%		1.98%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.86%		1.75%		1.96%		2.20%		2.30%
Ratio of net investment income to average net assets	2.66%		1.69%		0.78%		1.47%		0.45%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly	2.57%		1.69%		0.78%		1.23%		0.13%
Portfolio turnover	58%		19%		18%		68%		82%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    89

Financial highlights

Optimum International Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$13.580		$15.240		$13.290		$11.530		$10.620
Income (loss) from investment operations:
Net investment income (loss)1	0.213		0.163		0.021		0.102		(0.020	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(6.436	)	(0.787	)	2.614		2.426		1.059
Total from investment operations	(6.223	)	(0.624	)	2.635		2.528		1.039
Less dividends and distributions from:
Net investment income	(0.250	)	(0.038	)	(0.104	)	(0.016	)	—
Net realized gain on investments	(0.227	)	(0.998	)	(0.581	)	(0.752	)	(0.129	)
Total dividends and distributions	(0.477	)	(1.036	)	(0.685	)	(0.768	)	(0.129	)
Net asset value, end of period	$6.880		$13.580		$15.240		$13.290		$11.530
Total return2	(47.02%	)	(4.59%	)	20.44%		22.81%		9.91%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$1,764		$4,203		$5,031		$4,594		$3,386
Ratio of expenses to average net assets	2.42%		2.40%		2.61%		2.61%		2.63%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.51%		2.40%		2.61%		2.85%		2.95%
Ratio of net investment income (loss) to average net assets	2.01%		1.04%		0.13%		0.82%		(0.20%	)
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly	1.92%		1.04%		0.13%		0.58%		(0.52%	)
Portfolio turnover	58%		19%		18%		68%		82%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

90

Optimum International Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$13.590		$15.250		$13.290		$11.540		$10.620
Income (loss) from investment operations:
Net investment income (loss)1	0.213		0.163		0.021		0.102		(0.020	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(6.436	)	(0.787	)	2.624		2.416		1.069
Total from investment operations	(6.223	)	(0.624	)	2.645		2.518		1.049
Less dividends and distributions from:
Net investment income	(0.250	)	(0.038	)	(0.104	)	(0.016	)	—
Net realized gain on investments	(0.227	)	(0.998	)	(0.581	)	(0.752	)	(0.129	)
Total dividends and distributions	(0.477	)	(1.036	)	(0.685	)	(0.768	)	(0.129	)
Net asset value, end of period	$6.890		$13.590		$15.250		$13.290		$11.540
Total return2	(46.98%	)	(4.59%	)	20.51%		22.69%		10.01%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$34,520		$84,431		$91,696		$70,828		$38,517
Ratio of expenses to average net assets	2.42%		2.40%		2.61%		2.61%		2.63%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.51%		2.40%		2.61%		2.85%		2.95%
Ratio of net investment income (loss) to average net assets	2.01%		1.04%		0.13%		0.82%		(0.20%	)
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly	1.92%		1.04%		0.13%		0.58%		(0.52%	)
Portfolio turnover	58%		19%		18%		68%		82%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    91

Financial highlights

Optimum International Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$13.940		$15.590		$13.550		$11.720		$10.690
Income (loss) from investment operations:
Net investment income1	0.317		0.317		0.162		0.224		0.089
Net realized and unrealized gain (loss) on investments
and foreign currencies	(6.611	)	(0.797	)	2.679		2.464		1.079
Total from investment operations	(6.294	)	(0.480	)	2.841		2.688		1.168
Less dividends and distributions from:
Net investment income	(0.369	)	(0.172	)	(0.220	)	(0.106	)	(0.009	)
Net realized gain on investments	(0.227	)	(0.998	)	(0.581	)	(0.752	)	(0.129	)
Total dividends and distributions	(0.596	)	(1.170	)	(0.801	)	(0.858	)	(0.138	)
Net asset value, end of period	$7.050		$13.940		$15.590		$13.550		$11.720
Total return2	(46.49%	)	(3.59%	)	21.68%		23.91%		11.08%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$79,430		$174,954		$154,198		$99,733		$44,149
Ratio of expenses to average net assets	1.42%		1.40%		1.61%		1.61%		1.63%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.51%		1.40%		1.61%		1.85%		1.95%
Ratio of net investment income to average net assets	3.01%		2.04%		1.13%		1.82%		0.80%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly	2.92%		2.04%		1.13%		1.58%		0.48%
Portfolio turnover	58%		19%		18%		68%		82%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

92

Optimum Large Cap Growth Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.220		$11.980		$11.540		$10.020		$9.570
Income (loss) from investment operations:
Net investment loss1	(0.001	)	(0.021	)	(0.047	)	(0.057	)	(0.036	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.229	)	(0.406	)	0.692		1.577		0.486
Total from investment operations	(4.230	)	(0.427	)	0.645		1.520		0.450
Less dividends and distributions from:
Net realized gain on investments	—		(0.296	)	(0.205	)	—		—
Return of capital	—		(0.037	)	—		—		—
Total dividends and distributions	—		(0.333	)	(0.205	)	—		—
Net asset value, end of period	$6.990		$11.220		$11.980		$11.540		$10.020
Total return2	(37.70%	)	(3.86%	)	5.75%		15.17%		4.70%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$28,347		$54,022		$56,088		$47,283		$26,252
Ratio of expenses to average net assets	1.61%		1.60%		1.69%		1.69%		1.67%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.64%		1.60%		1.77%		1.84%		1.87%
Ratio of net investment loss to average net assets	(0.01%	)	(0.17%	)	(0.41%	)	(0.52%	)	(0.37%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly	(0.04%	)	(0.17%	)	(0.49%	)	(0.67%	)	(0.57%	)
Portfolio turnover	164%		59%		37%		48%		37%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    93

Financial highlights

Optimum Large Cap Growth Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$10.870		$11.700		$11.340		$9.910		$9.530
Income (loss) from investment operations:
Net investment loss1	(0.059	)	(0.100	)	(0.119	)	(0.126	)	(0.099	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.081	)	(0.397	)	0.684		1.556		0.479
Total from investment operations	(4.140	)	(0.497	)	0.565		1.430		0.380
Less dividends and distributions from:
Net realized gain on investments	—		(0.296	)	(0.205	)	—		—
Return of capital	—		(0.037	)	—		—		—
Total dividends and distributions	—		(0.333	)	(0.205	)	—		—
Net asset value, end of period	$6.730		$10.870		$11.700		$11.340		$9.910
Total return2	(38.09%	)	(4.56%	)	5.14%		14.43%		3.99%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$4,780		$9,345		$10,819		$10,168		$7,603
Ratio of expenses to average net assets	2.26%		2.25%		2.34%		2.34%		2.32%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.29%		2.25%		2.42%		2.49%		2.52%
Ratio of net investment loss to average net assets	(0.66%	)	(0.82%	)	(1.06%	)	(1.17%	)	(1.02%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly	(0.69%	)	(0.82%	)	(1.14%	)	(1.32%	)	(1.22%	)
Portfolio turnover	164%		59%		37%		48%		37%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

94

Optimum Large Cap Growth Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$10.870		$11.700		$11.340		$9.910		$9.530
Income (loss) from investment operations:
Net investment loss1	(0.059	)	(0.100	)	(0.119	)	(0.126	)	(0.099	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.081	)	(0.397	)	0.684		1.556		0.479
Total from investment operations	(4.140	)	(0.497	)	0.565		1.430		0.380
Less dividends and distributions from:
Net realized gain on investments	—		(0.296	)	(0.205	)	—		—
Return of capital	—		(0.037	)	—		—		—
Total dividends and distributions	—		(0.333	)	(0.205	)	—		—
Net asset value, end of period	$6.730		$10.870		$11.700		$11.340		$9.910
Total return2	(38.09%	)	(4.56%	)	5.14%		14.43%		3.99%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$102,233		$203,394		$203,591		$164,995		$91,434
Ratio of expenses to average net assets	2.26%		2.25%		2.34%		2.34%		2.32%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.29%		2.25%		2.42%		2.49%		2.52%
Ratio of net investment loss to average net assets	(0.66%	)	(0.82%	)	(1.06%	)	(1.17%	)	(1.02%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly	(0.69%	)	(0.82%	)	(1.14%	)	(1.32%	)	(1.22%	)
Portfolio turnover	164%		59%		37%		48%		37%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    95

Financial highlights

Optimum Large Cap Growth Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.410		$12.140		$11.650		$10.080		$9.590
Income (loss) from investment operations:
Net investment income (loss)1	0.032		0.023		(0.006	)	(0.019	)	(0.002	)
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.312	)	(0.420	)	0.701		1.589		0.492
Total from investment operations	(4.280	)	(0.397	)	0.695		1.570		0.490
Less dividends and distributions from:
Net realized gain on investments	—		(0.296	)	(0.205	)	—		—
Return of capital	—		(0.037	)	—		—		—
Total dividends and distributions	—		(0.333	)	(0.205	)	—		—
Net asset value, end of period	$7.130		$11.410		$12.140		$11.650		$10.080
Total return2	(37.51%	)	(3.56%	)	6.13%		15.57%		5.11%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$402,574		$723,347		$518,509		$355,961		$158,200
Ratio of expenses to average net assets	1.26%		1.25%		1.34%		1.34%		1.32%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.29%		1.25%		1.42%		1.49%		1.52%
Ratio of net investment income (loss) to average net assets	0.34%		0.18%		(0.06%	)	(0.17%	)	(0.02%	)
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly	0.31%		0.18%		(0.14%	)	(0.32%	)	(0.22%	)
Portfolio turnover	164%		59%		37%		48%		37%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager, as applicable. Performance would have been lower had the waiver not been in effect.

See accompanying notes

96

Optimum Large Cap Value Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.170		$12.730		$11.320		$10.840		$9.830
Income (loss) from investment operations:
Net investment income1	0.165		0.138		0.128		0.092		0.074
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.453	)	(0.931	)	1.614		0.947		1.100
Total from investment operations	(4.288	)	(0.793	)	1.742		1.039		1.174
Less dividends and distributions from:
Net investment income	(0.029	)	(0.134	)	(0.104	)	(0.065	)	(0.028	)
Net realized gain on investments	(0.143	)	(0.633	)	(0.228	)	(0.494	)	(0.136	)
Total dividends and distributions	(0.172	)	(0.767	)	(0.332	)	(0.559	)	(0.164	)
Net asset value, end of period	$6.710		$11.170		$12.730		$11.320		$10.840
Total return2	(38.97%	)	(6.80%	)	15.65%		9.82%		12.04%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$26,901		$53,097		$58,161		$45,666		$27,524
Ratio of expenses to average net assets	1.54%		1.54%		1.55%		1.55%		1.53%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.60%		1.56%		1.73%		1.83%		1.84%
Ratio of net investment income to average net assets	1.82%		1.09%		1.07%		0.83%		0.72%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly	1.76%		1.07%		0.89%		0.55%		0.41%
Portfolio turnover	37%		30%		22%		52%		38%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    97

Financial highlights

Optimum Large Cap Value Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.090		$12.640		$11.240		$10.780		$9.810
Income (loss) from investment operations:
Net investment income1	0.106		0.056		0.052		0.021		0.008
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.413	)	(0.923	)	1.606		0.933		1.098
Total from investment operations	(4.307	)	(0.867	)	1.658		0.954		1.106
Less dividends and distributions from:
Net investment income	(0.010	)	(0.050	)	(0.030	)	—		—
Net realized gain on investments	(0.143	)	(0.633	)	(0.228	)	(0.494	)	(0.136	)
Total dividends and distributions	(0.153	)	(0.683	)	(0.258	)	(0.494	)	(0.136	)
Net asset value, end of period	$6.630		$11.090		$12.640		$11.240		$10.780
Total return2	(39.37%	)	(7.38%	)	14.97%		9.05%		11.36%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$4,664		$9,454		$11,403		$10,103		$8,072
Ratio of expenses to average net assets	2.19%		2.19%		2.20%		2.20%		2.18%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.25%		2.21%		2.38%		2.48%		2.49%
Ratio of net investment income to average net assets	1.17%		0.44%		0.42%		0.18%		0.07%
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly	1.11%		0.42%		0.24%		(0.10%	)	(0.24%	)
Portfolio turnover	37%		30%		22%		52%		38%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

98

Optimum Large Cap Value Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.080		$12.630		$11.240		$10.780		$9.810
Income (loss) from investment operations:
Net investment income1	0.106		0.057		0.051		0.021		0.008
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.403	)	(0.924	)	1.597		0.933		1.098
Total from investment operations	(4.297	)	(0.867	)	1.648		0.954		1.106
Less dividends and distributions from:
Net investment income	(0.010	)	(0.050	)	(0.030	)	—		—
Net realized gain on investments	(0.143	)	(0.633	)	(0.228	)	(0.494	)	(0.136	)
Total dividends and distributions	(0.153	)	(0.683	)	(0.258	)	(0.494	)	(0.136	)
Net asset value, end of period	$6.630		$11.080		$12.630		$11.240		$10.780
Total return2	(39.31%	)	(7.39%	)	14.88%		9.16%		11.36%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$98,881		$205,501		$216,527		$163,876		$97,823
Ratio of expenses to average net assets	2.19%		2.19%		2.20%		2.20%		2.18%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	2.25%		2.21%		2.38%		2.48%		2.49%
Ratio of net investment income to average net assets	1.17%		0.44%		0.42%		0.18%		0.07%
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly	1.11%		0.42%		0.24%		(0.10%	)	(0.24%	)
Portfolio turnover	37%		30%		22%		52%		38%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)    99

Financial highlights

Optimum Large Cap Value Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
	3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period	$11.190		$12.750		$11.330		$10.860		$9.840
Income (loss) from investment operations:
Net investment income1	0.197		0.183		0.170		0.131		0.110
Net realized and unrealized gain (loss) on investments
and foreign currencies	(4.465	)	(0.931	)	1.623		0.936		1.110
Total from investment operations	(4.268	)	(0.748	)	1.793		1.067		1.220
Less dividends and distributions from:
Net investment income	(0.039	)	(0.179	)	(0.145	)	(0.103	)	(0.064	)
Net realized gain on investments	(0.143	)	(0.633	)	(0.228	)	(0.494	)	(0.136	)
Total dividends and distributions	(0.182	)	(0.812	)	(0.373	)	(0.597	)	(0.200	)
Net asset value, end of period	$6.740		$11.190		$12.750		$11.330		$10.860
Total return2	(38.76%	)	(6.46%	)	16.12%		10.19%		12.41%
Ratios and supplemental data:
Net assets, end of period (000 omitted)	$358,559		$607,637		$508,000		$319,857		$140,341
Ratio of expenses to average net assets	1.19%		1.19%		1.20%		1.20%		1.18%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly	1.25%		1.21%		1.38%		1.48%		1.49%
Ratio of net investment income to average net assets	2.17%		1.44%		1.42%		1.18%		1.07%
Ratio of net investment income to average net assets
prior to fees waived and expense paid indirectly	2.11%		1.42%		1.24%		0.90%		0.76%
Portfolio turnover	37%		30%		22%		52%		38%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

100

Optimum Small-Mid Cap Growth Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$11.280		$14.070		$14.340		$11.750		$11.260
Income (loss) from investment operations:
Net investment loss1		(0.092	)	(0.177	)	(0.155	)	(0.176	)	(0.161	)
Net realized and unrealized gain (loss) on investments		(4.428	)	(1.952	)	0.188		2.766		0.653
Total from investment operations		(4.520	)	(2.129	)	0.033		2.590		0.492
Less dividends and distributions from:
Net realized gain on investments		—		(0.651	)	(0.303	)	—		(0.002	)
Return of capital		—		(0.010	)	—		—		—
Total dividends and distributions		—		(0.661	)	(0.303	)	—		(0.002	)
Net asset value, end of period		$6.760		$11.280		$14.070		$14.340		$11.750
Total return2		(40.07%	)	(15.96%	)	0.37%		22.04%		4.37%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$4,814		$9,282		$12,088		$11,984		$6,133
Ratio of expenses to average net assets		1.90%		1.92%		1.95%		1.95%		1.80%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.26%		2.11%		2.32%		2.46%		2.69%
Ratio of net investment loss to average net assets		(0.96%	)	(1.27%	)	(1.15%	)	(1.38%	)	(1.42%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(1.32%	)	(1.46%	)	(1.52%	)	(1.89%	)	(2.31%	)
Portfolio turnover		119%		46%		46%		47%		44%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)     101

Financial highlights

Optimum Small-Mid Cap Growth Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.930		$13.750		$14.110		$11.640		$11.230
Income (loss) from investment operations:
Net investment loss1		(0.152	)	(0.265	)	(0.240	)	(0.257	)	(0.233	)
Net realized and unrealized gain (loss) on investments		(4.268	)	(1.894	)	0.183		2.727		0.645
Total from investment operations		(4.420	)	(2.159	)	(0.057	)	2.470		0.412
Less dividends and distributions from:
Net realized gain on investments		—		(0.651	)	(0.303	)	—		(0.002	)
Return of capital		—		(0.010	)	—		—		—
Total dividends and distributions		—		(0.661	)	(0.303	)	—		(0.002	)
Net asset value, end of period		$6.510		$10.930		$13.750		$14.110		$11.640
Total return2		(40.44%	)	(16.56%	)	(0.27%	)	21.22%		3.67%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$807		$1,620		$2,187		$2,285		$1,665
Ratio of expenses to average net assets		2.55%		2.57%		2.60%		2.60%		2.45%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.91%		2.76%		2.97%		3.11%		3.34%
Ratio of net investment loss to average net assets		(1.61%	)	(1.92%	)	(1.80%	)	(2.03%	)	(2.07%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(1.97%	)	(2.11%	)	(2.17%	)	(2.54%	)	(2.96%	)
Portfolio turnover		119%		46%		46%		47%		44%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

102

Optimum Small-Mid Cap Growth Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.930		$13.750		$14.110		$11.640		$11.230
Income (loss) from investment operations:
Net investment loss1		(0.152	)	(0.264	)	(0.240	)	(0.257	)	(0.233	)
Net realized and unrealized gain (loss) on investments		(4.268	)	(1.895	)	0.183		2.727		0.645
Total from investment operations		(4.420	)	(2.159	)	(0.057	)	2.470		0.412
Less dividends and distributions from:
Net realized gain on investments		—		(0.651	)	(0.303	)	—		(0.002	)
Return of capital		—		(0.010	)	—		—		—
Total dividends and distributions		—		(0.661	)	(0.303	)	—		(0.002	)
Net asset value, end of period		$6.510		$10.930		$13.750		$14.110		$11.640
Total return2		(40.44%	)	(16.56%	)	(0.27%	)	21.22%		3.67%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$16,863		$34,086		$40,324		$36,537		$19,883
Ratio of expenses to average net assets		2.55%		2.57%		2.60%		2.60%		2.45%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.91%		2.76%		2.97%		3.11%		3.34%
Ratio of net investment loss to average net assets		(1.61%	)	(1.92%	)	(1.80%	)	(2.03%	)	(2.07%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(1.97%	)	(2.11%	)	(2.17%	)	(2.54%	)	(2.96%	)
Portfolio turnover		119%		46%		46%		47%		44%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)     103

Financial highlights

Optimum Small-Mid Cap Growth Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$11.470		$14.250		$14.470		$11.820		$11.280
Income (loss) from investment operations:
Net investment loss1		(0.059	)	(0.128	)	(0.108	)	(0.131	)	(0.121	)
Net realized and unrealized gain (loss) on investments		(4.511	)	(1.991	)	0.191		2.781		0.663
Total from investment operations		(4.570	)	(2.119	)	0.083		2.650		0.542
Less dividends and distributions from:
Net realized gain on investments		—		(0.651	)	(0.303	)	—		(0.002	)
Return of capital		—		(0.010	)	—		—		—
Total dividends and distributions		—		(0.661	)	(0.303	)	—		(0.002	)
Net asset value, end of period		$6.900		$11.470		$14.250		$14.470		$11.820
Total return2		(39.84%	)	(15.68%	)	0.72%		22.42%		4.81%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$53,244		$90,614		$84,934		$67,466		$31,827
Ratio of expenses to average net assets		1.55%		1.57%		1.60%		1.60%		1.45%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		1.91%		1.76%		1.97%		2.11%		2.34%
Ratio of net investment loss to average net assets		(0.61%	)	(0.92%	)	(0.80%	)	(1.03%	)	(1.07%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(0.97%	)	(1.11%	)	(1.17%	)	(1.54%	)	(1.96%	)
Portfolio turnover		119%		46%		46%		47%		44%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

104

Optimum Small-Mid Cap Value Fund Class A

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.380		$13.540		$13.590		$12.410		$11.010
Income (loss) from investment operations:
Net investment income (loss)1		0.011		(0.025	)	(0.020	)	(0.022	)	(0.055	)
Net realized and unrealized gain (loss) on investments		(4.683	)	(2.102	)	0.759		2.043		1.801
Total from investment operations		(4.672	)	(2.127	)	0.739		2.021		1.746
Less dividends and distributions from:
Net realized gain on investments		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Total dividends and distributions		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Net asset value, end of period		$5.690		$10.380		$13.540		$13.590		$12.410
Total return2		(45.09%	)	(16.34%	)	5.93%		17.17%		16.12%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$4,045		$9,145		$12,721		$13,300		$7,297
Ratio of expenses to average net assets		1.75%		1.76%		1.76%		1.76%		1.73%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.22%		2.09%		2.32%		2.58%		2.61%
Ratio of net investment income (loss) to average net assets		0.15%		(0.20%	)	(0.16%	)	(0.17%	)	(0.47%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(0.32%	)	(0.53%	)	(0.72%	)	(0.99%	)	(1.35%	)
Portfolio turnover		86%		53%		49%		42%		46%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)     105

Financial highlights

Optimum Small-Mid Cap Value Fund Class B

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.030		$13.190		$13.350		$12.280		$10.970
Income (loss) from investment operations:
Net investment loss1		(0.042	)	(0.102	)	(0.101	)	(0.102	)	(0.129	)
Net realized and unrealized gain (loss) on investments		(4.510	)	(2.025	)	0.730		2.013		1.785
Total from investment operations		(4.552	)	(2.127	)	0.629		1.911		1.656
Less dividends and distributions from:
Net realized gain on investments		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Total dividends and distributions		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Net asset value, end of period		$5.460		$10.030		$13.190		$13.350		$12.280
Total return2		(45.47%	)	(16.79%	)	5.27%		16.35%		15.35%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$731		$1,636		$2,239		$2,359		$1,859
Ratio of expenses to average net assets		2.40%		2.41%		2.41%		2.41%		2.38%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.87%		2.74%		2.97%		3.23%		3.26%
Ratio of net investment loss to average net assets		(0.50%	)	(0.85%	)	(0.81%	)	(0.82%	)	(1.12%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(0.97%	)	(1.18%	)	(1.37%	)	(1.64%	)	(2.00%	)
Portfolio turnover		86%		53%		49%		42%		46%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

106

Optimum Small-Mid Cap Value Fund Class C

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.020		$13.190		$13.350		$12.280		$10.970
Income (loss) from investment operations:
Net investment loss1		(0.042	)	(0.102	)	(0.101	)	(0.102	)	(0.129	)
Net realized and unrealized gain (loss) on investments		(4.500	)	(2.035	)	0.730		2.013		1.785
Total from investment operations		(4.542	)	(2.137	)	0.629		1.911		1.656
Less dividends and distributions from:
Net realized gain on investments		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Total dividends and distributions		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Net asset value, end of period		$5.460		$10.020		$13.190		$13.350		$12.280
Total return2		(45.42%	)	(16.79%	)	5.27%		16.35%		15.35%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$14,811		$32,891		$41,622		$38,782		$23,869
Ratio of expenses to average net assets		2.40%		2.41%		2.41%		2.41%		2.38%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		2.87%		2.74%		2.97%		3.23%		3.26%
Ratio of net investment loss to average net assets		(0.50%	)	(0.85%	)	(0.81%	)	(0.82%	)	(1.12%	)
Ratio of net investment loss to average net assets
prior to fees waived and expense paid indirectly		(0.97%	)	(1.18%	)	(1.37%	)	(1.64%	)	(2.00%	)
Portfolio turnover		86%		53%		49%		42%		46%

¹ The average shares outstanding method has been applied for per share information.

² 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 by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

(continues)     107

Financial highlights

Optimum Small-Mid Cap Value Fund Institutional Class

Selected data for each share of the Fund outstanding throughout each period were as follows:

	Year Ended
		3/31/09		3/31/08		3/31/07		3/31/06		3/31/05
Net asset value, beginning of period		$10.580		$13.720		$13.720		$12.470		$11.040
Income (loss) from investment operations:
Net investment income (loss)1		0.041		0.018		0.025		0.023		(0.014	)
Net realized and unrealized gain (loss) on investments		(4.783	)	(2.125	)	0.764		2.068		1.790
Total from investment operations		(4.742	)	(2.107	)	0.789		2.091		1.776
Less dividends and distributions from:
Net realized gain on investments		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Total dividends and distributions		(0.018	)	(1.033	)	(0.789	)	(0.841	)	(0.346	)
Net asset value, end of period		$5.820		$10.580		$13.720		$13.720		$12.470
Total return2		(44.90%	)	(15.97%	)	6.24%		17.66%		16.35%
Ratios and supplemental data:
Net assets, end of period (000 omitted)		$58,173		$66,657		$71,387		$54,803		$26,900
Ratio of expenses to average net assets		1.40%		1.41%		1.41%		1.41%		1.38%
Ratio of expenses to average net assets
prior to fees waived and expense paid indirectly		1.87%		1.74%		1.97%		2.23%		2.26%
Ratio of net investment income (loss) to average net assets		0.50%		0.15%		0.19%		0.18%		(0.12%	)
Ratio of net investment income (loss) to average net assets
prior to fees waived and expense paid indirectly		0.03%		(0.18%	)	(0.37%	)	(0.64%	)	(1.00%	)
Portfolio turnover		86%		53%		49%		42%		46%

¹ The average shares outstanding method has been applied for per share information.

² 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. Total investment return reflects a waiver by the manager. Performance would have been lower had the waiver not been in effect.

See accompanying notes

108

Notes to financial statements

Optimum Fund Trust
March 31, 2009

Optimum Fund Trust (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-Mid Cap Growth Fund, and Optimum Small-Mid Cap Value Fund, (each, a Fund, or 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 maximum front-end sales charge of 5.75% for Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund and Optimum Small-Mid Cap Value Fund and 4.50% for Optimum Fixed Income Fund. Class A share purchases of $1,000,000 or more will incur a contingent deferred sales charge (CDSC) of 1% if redeemed during the first year and 0.50% during the second year, provided that Delaware Distributors L.P. (DDLP) paid a financial advisor a commission on the purchase of those shares. Class B shares may only be purchased through dividend reinvestment and certain permitted exchanges. Prior to August 1, 2007, Class B shares were sold with a CDSC that declined from 4% to zero depending upon the period of time the shares were 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 CDSC of 1%, if redeemed during the first 12 months. Institutional Class shares are not subject to a sales charge and are offered for sale exclusively to 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-Mid Cap Growth Fund is to seek long-term growth of capital.

The investment objective of Optimum Small-Mid 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 ask prices will be used. Securities listed on a foreign exchange are valued at the last quoted sales price on the valuation date. U.S. government and agency securities are valued at the mean between the bid and ask prices. Other debt securities, credit default swap (CDS) contracts and interest rate swap contracts are valued by an independent pricing service or broker. To the extent current market prices are not available, the pricing service may take into account developments related to the specific security, as well as transactions in comparable securities. Investment companies are valued at net asset value per share. Foreign currency exchange contracts and foreign cross currency exchange contracts are valued at the mean between the bid and ask prices. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. Futures contracts and options on futures contracts are valued at the daily quoted settlement prices. Exchange-traded options are valued at the last reported sale price or, if no sales are reported, at the mean between the last reported bid and ask prices. Generally, index swap contracts 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 Funds’ Board of Trustees (Board). 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 suspension of trading in a security. Each Fund may use fair value pricing more frequently for securities traded primarily in non-U.S. markets because, among other things, most foreign markets close well before each Fund values its securities at 4:00 p.m. Eastern time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, government actions or pronouncements, aftermarket trading, or news events may have occurred in the interim. To account for this, the Funds may frequently value foreign securities using fair value prices based on third-party vendor modeling tools (international fair value pricing).

Federal Income Taxes — No provision for federal income taxes has been made as each Fund intends to continue to qualify for federal income tax purposes as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and make the requisite distributions to shareholders. The Funds evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Funds did not record any tax benefit or expense in the current period.

(continues)     109

Notes to financial statements

Optimum Fund Trust

1. Significant Accounting Policies (continued)

Class Accounting — Investment income, common expenses and realized and unrealized gain (loss) on investments are allocated to the various classes of each Fund on the basis of daily net assets of each class. Distribution expenses relating to a specific class are charged directly to that class.

Repurchase Agreements — Each Fund may invest in a pooled cash account along with other members of the Delaware Investments^® Family of Funds pursuant to an exemptive order issued by the Securities and Exchange Commission. The aggregate daily balance of the pooled cash account is invested in repurchase agreements secured by obligations of the U.S government. The respective collateral is held by each Fund’s custodian bank until the maturity of the respective repurchase agreements. Each repurchase agreement is at least 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 is 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, whereas such components are treated as ordinary income (loss) for federal income tax purposes.

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Other — Expenses directly attributable to a Fund are charged directly to that Fund. Other expenses common to various series within the Trust are generally allocated amongst such series 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 and 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 (REITs) are recorded as dividend income on the 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 Fund’s understanding of the applicable country’s tax rules and rates.

Optimum International Fund, Optimum Large Cap Growth Fund, Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund and Optimum Small-Mid 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.

The Funds receive earnings credits from their custodian when positive cash balances are maintained, which are used to offset custody fees. The expense paid under this 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 Trust’s Board, to select and contract with one or more investment sub-advisers to manage the investment operations and composition of each Fund, and to render investment advice for each Fund, including the purchase, retention, and dispositions of investments, securities and cash contained in each Fund. The investment management agreement obligates DMC to implement decisions with respect to the allocation or reallocation of each Fund’s assets among one or more current or additional sub-advisers, and to monitor the sub-advisers’ compliance with the relevant Fund’s investment objective, policies and restrictions. DMC pays the sub-advisers out of its fees.

110

2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued)

In accordance with the terms of its respective investment management agreement, DMC is entitled to receive an annual fee equal to the following percentage rates of the average daily net assets of each Fund:

Optimum Fixed Income Fund	0.7000% of net assets up to $25 million
	0.6500% of net assets from $25 million to $100 million
	0.6000% of net assets from $100 million to $500 million
	0.5500% of net assets from $500 million to $1 billion
	0.5000% of net assets over $1 billion
Optimum International Fund	0.8750% of net assets up to $50 million
	0.8000% of net assets from $50 million to $100 million
	0.7800% of net assets from $100 million to $300 million
	0.7650% of net assets from $300 million to $400 million
	0.7300% of net assets over $400 million
Optimum Large Cap Growth Fund	0.8000% of net assets up to $250 million
	0.7875% of net assets from $250 million to $300 million
	0.7625% of net assets from $300 million to $400 million
	0.7375% of net assets from $400 million to $500 million
	0.7250% of net assets from $500 million to $1billion
	0.7100% of net assets from $1billion to $1.5 billion
	0.7000% of net assets over $1.5 billion
Optimum Large Cap Value Fund	0.8000% of net assets up to $100 million
	0.7375% of net assets from $100 million to $250 million
	0.7125% of net assets from $250 million to $500 million
	0.6875% of net assets from $500 million to $1 billion
	0.6675% of net assets from $1 billion to $1.5 billion
	0.6475% of net assets over $1.5 billion
Optimum Small-Mid Cap Growth Fund	1.1000% of net assets
Optimum Small-Mid Cap Value Fund	1.0500% of net assets up to $75 million
	1.0250% of net assets from $75 million to $150 million
	1.0000% of net assets over $150 million

DMC has entered into sub-advisory agreements for the Trust as follows: Effective May 27, 2008, TCW Investment Management Company (TCW) replaced Aberdeen Asset Management Inc. as the Optimum Fixed Income Fund’s sub-advisor; Optimum International Fund - Mondrian Investment Partners Limited and, effective December 19, 2008, BlackRock Advisors, LLC (BlackRock) (BlackRock replaced AllianceBernstein L.P. as a sub-advisor); Optimum Large Cap Growth Fund – Marsico Capital Management, LLC, T. Rowe Price Associates, Inc. (T. Rowe Price); and, effective September 30, 2008, Fred Alger Management, Inc.; Optimum Large Cap Value Fund – Massachusetts Financial Services Company and TCW; Optimum Small-Mid Cap Growth Fund – Columbia Wanger Asset Management, L.P. and, effective June 26, 2008, Wellington Management Company, LLP (Wellington), (Wellington replaced Oberweis Asset Management, Inc. as a sub-advisor); Optimum Small-Mid Cap Value Fund – Delafield Asset Management (a division of Reich & Tang Asset Management, LLC) , The Killen Group, Inc. and effective December 17, 2008, Westwood Management Corp. (Westwood) (Westwood replaced Hotchkis and Wiley Capital Management, LLC as a sub-advisor).

For the year ended March 31, 2009, DMC paid the following sub-advisory fees:

Optimum	Optimum	Optimum	Optimum	Optimum	Optimum
Fixed Income	International	Large Cap	Large Cap	Small-Mid Cap	Small-Mid Cap
Fund	Fund	Growth Fund	Value Fund	Growth Fund	Value Fund
$950,988	$884,287	$3,392,525	$2,738,517	$851,398	$638,793

(continues)     111

Notes to financial statements

Optimum Fund Trust

2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued)

DMC has contractually agreed to waive all or a portion of its management fee and/or reimburse expenses for each Fund to the extent necessary to prevent total annual operating expenses (excluding any 12b-1 plan expenses, taxes, interest, inverse floater program expenses, brokerage fees, certain insurance costs and non-routine expenses or costs including, but not limited to, those relating to reorganizations, litigation, conducting shareholder meetings, and liquidations (collectively, non-routine expenses)) from exceeding the specified percentages of average daily net assets as shown below. For purposes of these waivers and reimbursements, non-routine expenses may also include such additional costs and expenses as may be agreed upon from time to time by the Funds’ Board and DMC. These expense waivers and reimbursements apply only to expenses paid directly by each Fund.

	Optimum	Optimum	Optimum	Optimum	Optimum	Optimum
	Fixed Income	International	Large Cap	Large Cap	Small-Mid Cap	Small-Mid Cap
	Fund	Fund	Growth Fund	Value Fund	Growth Fund	Value Fund
Effective August 1, 2008,
operating expense limitation as
a percentage of average
daily net assets (per annum)	0.89%	1.42%	1.27%	1.19%	1.55%	1.40%
Expiration date	7/31/09	7/31/09	7/31/09	7/31/09	7/31/09	7/31/09
Through July 31, 2008,
operating expense limitation as
a percentage of average
daily net assets (per annum)	0.89%	1.44%	1.29%	1.19%	1.55%	1.40%
Expiration date	7/31/08	7/31/08	7/31/08	7/31/08	7/31/08	7/31/08

Delaware Service Company, Inc. (DSC), an affiliate of DMC, provides fund accounting oversight services to the Trust. For these services, the Trust pays DSC fees based on the aggregate daily net assets of the Trust at the following annual rate: 0.0050% of the first $3 billion; 0.0045% of the next $2 billion; 0.0040% of the next $2.5 billion; 0.0030% of the next $2.5 billion; and 0.0025% of aggregate average daily net assets in excess of $10 billion. The fees payable to DSC under the service agreement described above are allocated among all Funds in the Trust on a relative net asset value basis. For the year ended March 31, 2009, each Fund was charged for these services as follows:

Optimum	Optimum	Optimum	Optimum	Optimum	Optimum
Fixed Income	International	Large Cap	Large Cap	Small-Mid Cap	Small-Mid Cap
Fund	Fund	Growth Fund	Value Fund	Growth Fund	Value Fund
$41,311	$10,552	$39,991	$35,391	$5,675	$4,703

DSC also provides the Trust with administrative services including financial and tax reporting, corporate governance, and preparation of materials and reports for the Board. For administrative services, each Fund pays DSC a fee at an annual rate (plus out-of-pocket expenses) of 0.165% of assets up to $500 million of the Fund’s average daily net assets; 0.140% of assets from $500 million to $1 billion; and 0.115% of assets over $1 billion. 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 0.235% of the Trust’s total average daily net assets, subject to certain minimums, plus out-of-pocket expenses.

DDLP, an affiliate of DMC, serves as the national distributor of each Fund’s shares pursuant to a Distribution Agreement. Pursuant to the Distribution Agreement and Rule 12b-1 plan, each Fund pays DDLP an annual fee of 0.35% of the average daily net assets of the Class A shares and 1.00% of the average daily net assets of the Class B and C shares. Institutional Class shares pay no distribution expenses.

At March 31, 2009, each Fund had liabilities payable to affiliates as follows:

	Optimum			Optimum			Optimum			Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap			Large Cap			Small-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Investment management
fee payable to DMC		$	153,957		$	58,364		$	299,520		$	234,346		$	36,138		$	29,281
Dividend disbursing, transfer agent and fund
accounting oversight fees, administration
fees and other expenses payable to DSC			220,011			45,028			181,795			164,090			28,200			28,476
Distribution fees payable to DDLP			151,282			32,614			95,709			91,457			15,572			13,403
Other expenses payable
to DMC and affiliates*			37,922			7,800			27,796			25,517			3,952			3,605

* DMC, as part of its administrative services, pays operating expenses on behalf of each Fund and is reimbursed on a periodic basis. Such expenses include items such as printing of shareholder reports, fees for audit, legal and tax services, registration fees and trustees’ fees.

112

2. Investment Management, Administration Agreements and Other Transactions with Affiliates (continued)

For the year ended March 31, 2009, DDLP earned commissions on sales of Class A shares for each Fund as follows:

Optimum	Optimum	Optimum	Optimum	Optimum	Optimum
Fixed Income	International	Large Cap	Large Cap	Small-Mid Cap	Small-Mid Cap
Fund	Fund	Growth Fund	Value Fund	Growth Fund	Value Fund
$17,414	$8,004	$24,590	$23,630	$4,429	$3,774

For the year ended March 31, 2009, DDLP received gross CDSC commissions on redemptions of each Fund’s Class A, Class B and Class C shares, and these commissions were entirely used to offset up-front commissions previously paid by DDLP to broker-dealers on sales of those shares. The amounts received were as follows:

	Optimum			Optimum			Optimum			Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap			Large Cap			Small-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Class A		$	—		$	—		$	—		$	—		$	—		$	—
Class B			25,386			10,547			29,711			29,121			5,240			4,573
Class C			47,988			10,353			30,676			30,073			5,206			4,780

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, 2009, 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-Mid Cap		Small-Mid Cap
	Fund		Fund		Growth Fund		Value Fund		Growth Fund		Value Fund
Purchases other than U.S. government securities	$	1,011,215,320	$	120,431,831	$	1,263,273,657	$	267,200,746	$	135,316,929	$	100,138,606
Purchases of U.S. government securities		231,847,654		—		—		—		—		—
Sales other than U.S. government securities		1,101,903,893		146,914,051		1,311,496,552		260,394,727		140,210,621		75,331,354
Sales of U.S. government securities		273,861,550		—		—		—		—		—

At March 31, 2009, 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-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Cost of investments	$	773,509,167		$	183,011,066		$	724,463,094		$	781,704,973		$	118,180,659		$	121,798,579
Aggregate unrealized appreciation	$	21,760,219		$	3,442,732		$	13,269,035		$	1,502,315		$	4,646,029		$	2,473,514
Aggregate unrealized depreciation		(117,998,889	)		(45,488,055	)		(150,669,851	)		(253,947,064	)		(31,176,311	)		(35,557,993	)
Net unrealized depreciation	$	(96,238,670	)	$	(42,045,323	)	$	(137,400,816	)	$	(252,444,749	)	$	(26,530,282	)	$	(33,084,479	)

(continues)     113

Notes to financial statements

Optimum Fund Trust

3. Investments (continued)

Effective April 1, 2008, the Funds adopted Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). FAS 157 defines fair value as the price that the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. Each Fund’s investment in its entirety is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

Level 1 – inputs are quoted prices in active markets

Level 2 – inputs are observable, directly or indirectly

Level 3 – inputs are unobservable and reflect assumptions on the part of the reporting entity

The following table summarizes the valuation of each Fund’s investments by the FAS 157 fair value hierarchy levels as of March 31, 2009:

	Optimum		Optimum		Optimum			Optimum			Optimum		Optimum
	Fixed Income		International		Large Cap			Large Cap			Small-Mid Cap		Small-Mid Cap
	Fund		Fund		Growth Fund			Value Fund			Growth Fund		Value Fund
Securities
Level 1	$	42,958,474	$	16,484,134	$	521,830,748		$	474,783,634		$	74,892,691	$	78,018,099
Level 2		618,496,622		124,481,544		65,231,425			54,476,485			16,757,635		10,695,975
Level 3		15,815,401		65		105			105			51		26
Total	$	677,270,497	$	140,965,743	$	587,062,278		$	529,260,224		$	91,650,377	$	88,714,100
Derivatives
Level 1	$	—	$	—	$	—		$	—		$	—	$	—
Level 2		561,761		268,045		(127	)		(867	)		—		—
Level 3		—		—		—			—			—		—
Total	$	561,761	$	268,045	$	(127	)	$	(867	)	$	—	$	—

As a result of utilizing international fair value pricing at March 31, 2009, the majority of the Optimum International Fund was categorized as Level 2 in the FAS 157 hierarchy.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

	Optimum			Optimum			Optimum			Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap			Large Cap			Small-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Securities
Balance as of 3/31/08	$	13,845,627		$	—		$	—		$	—		$	—		$	—
Net realized loss		(1,520,396	)		—			—			—			—			—
Net change in unrealized
appreciation/depreciation		(6,909,009	)		(653,621	)		(1,053,190	)		(1,049,657	)		(510,214	)		(263,502	)
Net purchases, sales and settlements		9,282,666			—			—			—			—			—
Net transfers in and/or out of Level 3		1,116,513			653,686			1,053,295			1,049,762			510,265			263,528
Balance as of 3/31/09	$	15,815,401		$	65		$	105		$	105		$	51		$	26
Net change in unrealized appreciation/
depreciation from investments still held
as of 3/31/09	$	(7,284,852	)	$	(653,621	)	$	(1,053,190	)	$	(1,049,657	)	$	(510,214	)	$	(263,502	)

114

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, distributions from net gains 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, 2009 and 2008 was as follows:

Year Ended March 31, 2009

	Optimum		Optimum		Optimum		Optimum
	Fixed Income		International		Large Cap		Small-Mid Cap
	Fund		Fund		Value Fund		Value Fund
Ordinary income	$	48,251,466	$	6,821,438	$	2,572,090	$	4,834
Long-term capital gain		—		4,470,445		11,341,568		185,762
Total	$	48,251,466	$	11,291,883	$	13,913,658	$	190,596

Optimum Large Cap Growth Fund and Optimum Small-Mid Cap Growth Fund did not make any distributions during the year ended March 31, 2009.

Year Ended March 31, 2008

	Optimum		Optimum		Optimum		Optimum		Optimum		Optimum
	Fixed Income		International		Large Cap		Large Cap		Small-Mid Cap		Small-Mid Cap
	Fund		Fund		Growth Fund		Value Fund		Growth Fund		Value Fund
Ordinary income	$	45,555,372	$	4,036,591	$	969,203	$	15,643,413	$	—	$	1,485,909
Long-term capital gain		401,216		17,666,438		21,588,005		39,031,293		7,171,168		9,008,965
Return of capital		—		—		2,846,182		—		108,382		—
Total	$	45,956,588	$	21,703,029	$	25,403,390	$	54,674,706	$	7,279,550	$	10,494,874

5. Components of Net Assets on a Tax Basis

As of March 31, 2009, the components of net assets on a tax basis were as follows:

	Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap
	Fund			Fund			Growth Fund
Share of beneficial interest	$	758,922,349		$	235,140,654		$	879,826,937
Undistributed ordinary income		12,080,463			2,734,455			750,120
Distributions payable		(2,143	)		—			—
Post-October losses		(11,237,339	)		(67,517,354	)		(127,341,338	)
Post-October currency losses		(4,083,613	)		(1,019,115	)		(86,564	)
Capital loss carryforwards		(23,299,774	)		(2,202,347	)		(77,826,014	)
Other temporary differences		(172,419	)		—			—
Unrealized depreciation on investments, swap contracts and foreign currencies		(95,955,791	)		(41,844,256	)		(137,389,203	)
Net assets	$	636,251,733		$	125,292,037		$	537,933,938

	Optimum			Optimum			Optimum
	Large Cap			Small-Mid Cap			Small-Mid Cap
	Value Fund			Growth Fund			Value Fund
Share of beneficial interest	$	854,851,172		$	136,540,439		$	146,714,633
Undistributed ordinary income		13,602,245			—			177,373
Post-October losses		(71,013,367	)		(18,853,497	)		(31,278,589	)
Post-October currency losses		(8,270	)		(949	)		—
Capital loss carryforwards		(55,991,912	)		(15,428,500	)		(4,768,767	)
Unrealized depreciation on investments and foreign currencies		(252,434,932	)		(26,529,949	)		(33,084,479	)
Net assets	$	489,004,936		$	75,727,544		$	77,760,171

(continues)     115

Notes to financial statements

Optimum Fund Trust

5. Components of Net Assets on a Tax Basis (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 deferral of losses on straddles, mark-to-market on foreign currency contracts, tax recognition of unrealized gain on passive foreign investment companies, mark-to-market on futures contracts, and tax treatment of CDS contracts.

Post-October losses represent losses realized on investment and foreign currency transactions from November 1, 2008 through March 31, 2009 that, in accordance with federal income tax regulations, each Fund has elected to defer and treat as having arisen in the following 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 foreign futures contracts, CDS contracts and paydown gains (losses) of mortgage- and asset-backed securities. Results of operations and net assets were not affected by these reclassifications. For the year ended March 31, 2009, the Funds recorded the following reclassifications:

	Optimum			Optimum			Optimum			Optimum			Optimum			Optimum
	Fixed Income			International			Large Cap			Large Cap			Small-Mid Cap			Small-Mid Cap
	Fund			Fund			Growth Fund			Value Fund			Growth Fund			Value Fund
Undistributed (accumulated) net	$	(642,774	)	$	492,218		$	(157,216	)	$	(110,702	)	$	1,006,644		$	(4,834	)
investment income (loss)
Accumulated net realized gain (loss)		642,774			(492,218	)		157,216			110,702			(3,851	)		4,834
Paid-in capital		—			—			—			—			(1,002,793	)		—

For federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains. Capital loss carryforwards remaining at March 31, 2009 will expire as follows:

	Optimum	Optimum	Optimum	Optimum	Optimum	Optimum
Year of	Fixed Income	International	Large Cap	Large Cap	Small-Mid Cap	Small-Mid Cap
Expiration	Fund	Fund	Growth Fund	Value Fund	Growth Fund	Value Fund
3/31/17	$23,299,774	$2,202,347	$77,826,014	$55,991,912	$15,428,500	$4,768,767

6. Capital Shares

Transactions in capital shares were as follows:

	Optimum				Optimum				Optimum
	Fixed Income				International				Large Cap
	Fund				Fund				Growth Fund
	Year Ended				Year Ended				Year Ended
	3/31/09		3/31/08		3/31/09		3/31/08		3/31/09		3/31/08
Shares sold:
Class A	798,189		1,591,711		242,685		249,304		885,616		894,309
Class B	26,655		65,651		10,442		6,171		54,134		28,718
Class C	3,265,872		7,223,032		857,615		1,028,302		2,995,447		3,760,334
Institutional Class	22,071,648		31,621,851		4,143,084		4,642,336		18,489,123		28,248,672
	26,162,364		40,502,245		5,253,826		5,926,113		22,424,320		32,932,033
Shares issued upon reinvestment of dividends
and distributions:
Class A	366,124		348,052		79,853		119,290		—		126,966
Class B	43,312		42,787		12,776		21,696		—		23,877
Class C	1,308,953		1,214,403		260,307		419,667		—		498,637
Institutional Class	4,131,070		3,434,748		704,245		862,968		—		1,332,346
	5,849,459		5,039,990		1,057,181		1,423,621		—		1,981,826
Shares repurchased:
Class A	(3,179,018	)	(1,333,695	)	(616,141	)	(356,133	)	(1,646,026	)	(886,555	)
Class B	(346,667	)	(180,491	)	(76,621	)	(48,425	)	(203,574	)	(117,913	)
Class C	(13,108,708	)	(4,683,252	)	(2,321,094	)	(1,246,950	)	(6,513,939	)	(2,956,301	)
Institutional Class	(37,075,680	)	(18,267,065	)	(6,140,986	)	(2,839,358	)	(25,459,674	)	(8,897,038	)
	(53,710,073	)	(24,464,503	)	(9,154,842	)	(4,490,866	)	(33,823,213	)	(12,857,807	)
Net increase (decrease)	(21,698,250	)	21,077,732		(2,843,835	)	2,858,868		(11,398,893	)	22,056,052

116

6. Capital Shares (continued)

	Optimum				Optimum				Optimum
	Large Cap				Small-Mid Cap				Small-Mid Cap
	Value Fund				Growth Fund				Value Fund
	Year Ended				Year Ended				Year Ended
	3/31/09		3/31/08		3/31/09		3/31/08		3/31/09		3/31/08
Shares sold:
Class A	783,512		825,722		180,877		141,680		179,239		126,658
Class B	43,273		22,083		10,952		3,093		11,691		3,405
Class C	2,627,527		3,516,098		608,544		593,936		613,573		544,662
Institutional Class	19,865,887		20,674,129		3,105,271		3,133,276		6,869,104		2,422,447
	23,320,199		25,038,032		3,905,644		3,871,985		7,673,607		3,097,172
Shares issued upon reinvestment of dividends
and distributions:
Class A	72,889		285,105		—		40,657		1,401		79,601
Class B	11,542		47,416		—		7,453		267		14,904
Class C	255,515		981,957		—		149,667		5,364		293,193
Institutional Class	928,793		3,017,839		—		321,939		10,191		512,807
	1,268,739		4,332,317		—		519,716		17,223		900,505
Shares repurchased:
Class A	(1,602,665	)	(926,045	)	(291,537	)	(218,457	)	(350,921	)	(265,211	)
Class B	(204,119	)	(118,920	)	(35,085	)	(21,466	)	(41,364	)	(24,859	)
Class C	(6,505,876	)	(3,093,510	)	(1,134,798	)	(559,418	)	(1,187,514	)	(712,330	)
Institutional Class	(21,917,080	)	(9,222,796	)	(3,284,227	)	(1,516,450	)	(3,188,352	)	(1,836,328	)
	(30,229,740	)	(13,361,271	)	(4,745,647	)	(2,315,791	)	(4,768,151	)	(2,838,728	)
Net increase (decrease)	(5,640,802	)	16,009,078		(840,003	)	2,075,910		2,922,679		1,158,949

7. 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 foreign currency exchange contracts and 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 they have 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 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 foreign currency exchange contracts and 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 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.

8. Futures Contracts

The Optimum International Fund uses futures contracts to a limited extent, with the objectives of maintaining full exposure to the stock market, enhancing returns, maintaining liquidity and minimizing costs. The Optimum Fixed Income Fund may invest in futures contracts to hedge its existing portfolio securities against fluctuations in fair value caused by changes in prevailing market interest rates. Upon entering into a futures contract, the Funds deposit cash or pledge 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 Funds as unrealized gains or losses until the contracts are closed. When the contracts are closed, the Funds record 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.

(continues)     117

Notes to financial statements

Optimum Fund Trust

9. Written Options

During the year ended March 31, 2009, the Optimum Fixed Income Fund entered into options contracts in accordance with its investment objectives. When the Fund writes an option, a premium is received and a liability is recorded and adjusted on a daily basis to reflect the current market value of the options written. Premiums received from writing options that expire unexercised are treated by the Fund on the expiration date as realized gains. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is treated as realized gain or loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether the Fund has a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchased by the Fund. The Fund, as writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

Transactions in written options during the year ended March 31, 2009 for the Optimum Fixed Income Fund were as follows:

	Number of contracts			Premiums
Options outstanding at March 31, 2008		722			$	501,916
Options written		89,064				1,095,699
Options expired		(78,229	)			(403,189	)
Options terminated in closing purchase transactions		(4,404	)			(1,187,413	)
Options outstanding at March 31, 2009		7,153			$	7,013

10. Swap Contracts

The Optimum Fixed Income Fund may enter into interest rate swap contracts, index swap contracts and CDS contracts in accordance with its investment objectives. The Fund may use interest rate swaps to adjust the Fund’s sensitivity to interest rates or to hedge against changes in interest rates. Index swaps may be used to gain exposure to markets that the Fund invests in, such as the corporate bond market. The Fund may also use index swaps as a substitute for futures or options contracts if such contracts are not directly available to the Fund on favorable terms. The Fund may enter into CDS contracts in order to hedge against a credit event, to enhance total return or to gain exposure to certain securities or markets.

An interest rate swap involves payments received by the Fund from another party based on a variable or floating interest rate, in return for making payments based on a fixed interest rate. An interest rate swap can also work in reverse with the Fund receiving payments based on a fixed interest rate and making payments based on a variable or floating interest rate. Interest rate swaps may be used to adjust the Fund’s sensitivity to interest rates or to hedge against changes in interest rates. Periodic payments on such contracts are accrued daily and recorded as unrealized appreciation/depreciation on swap contracts. Upon periodic payment/receipt or termination of the contract, such amounts are recorded as realized gains or losses on swap contracts.

Index 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 contracts 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 contract.

A CDS contract is a risk-transfer instrument through which one party (purchaser of protection) transfers to another party (seller of protection) the financial risk of a credit event (as defined in the CDS agreement), as it relates to a particular reference security or basket of securities (such as an index). In exchange for the protection offered by the seller of protection, the purchaser of protection agrees to pay the seller of protection a periodic amount at a stated rate that is applied to the notional amount of the CDS contract. In addition, an upfront payment may be made or received by the Fund in connection with an unwinding or assignment of a CDS contract. Upon the occurrence of a credit event, the seller of protection would pay the par (or other agreed-upon) value of the referenced security (or basket of securities) to the counterparty.

During the year ended March 31, 2009, the Fund entered into CDS contracts as a purchaser and seller of protection. Periodic payments on such contracts are accrued daily and recorded as unrealized losses (gains) on swap contracts. Upon payment (receipts), such amounts are recorded as realized losses (gains) on swap contracts. Upfront payments made or received in connection with CDS contracts are amortized over the expected life of the CDS contracts as unrealized losses (gains) on swap contracts. The change in value of CDS contracts is recorded as unrealized appreciation or depreciation daily. A realized gain or loss is recorded upon a credit event (as defined in the CDS agreement) or the maturity or termination of the agreement.

CDS contracts may involve greater risks than if the Fund had invested in the referenced obligation directly. CDS contracts are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund enters into a CDS contract as a purchaser of protection and no credit event occurs, its exposure is limited to the periodic payments previously made to the counterparty.

118

10. Swap Contracts (continued)

Because there is no organized market for swap contracts, 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 contracts include the potential inability of the counterparty to meet the terms of the contracts. 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 unrealized amounts shown on the statements of net assets.

11. Securities Lending

The Funds may lend their securities pursuant to a security lending agreement (Lending Agreement) with The Bank of New York Mellon (BNY Mellon). With respect to each loan, if the aggregate market value of securities collateral held plus cash collateral received on any business day is less than the aggregate market value of the securities which are the subject of such loan, the borrower will be notified to provide additional collateral not less than the applicable collateral requirements. Cash collateral received is generally invested in the Mellon GSL DBT II Collateral Fund (Collective Trust) established by BNY Mellon for the purpose of investment on behalf of clients participating in its securities lending programs. The Collective Trust invests in fixed income securities, with a weighted average maturity not to exceed 90 days, rated in one of the top three tiers by Standard & Poor’s Ratings Group (S&P) or Moody’s Investors Service, Inc. (Moody’s) or repurchase agreements collateralized by such securities. The Collective Trust seeks to maintain a net asset value per unit of $1.00, but there can be no assurance that it will always be able to do so. The Funds may incur investment losses as a result of investing securities lending collateral in the Collective Trust. This could occur if an investment in the Collective Trust defaulted or if it were necessary to liquidate assets in the Collective Trust to meet returns on outstanding security loans at a time when the Collective Trust’s net asset value per unit was less than $1.00. Under those circumstances, the Funds may not receive an amount from the Collective Trust that is equal in amount to the collateral the Funds would be required to return to the borrower of the securities and the Funds would be required to make up for this shortfall. During the fiscal period ended March 31, 2009, BNYMellon transferred certain distressed securities from the Collective Trust into the Mellon GSL DBT Liquidation Trust. The Funds can also accept U.S. government securities and letters of credit (non-cash collateral) in connection with securities loans. In the event of default or bankruptcy by the lending agent, realization and/or retention of the collateral may be subject to legal proceedings. In the event the borrower fails to return loaned securities and the collateral received is insufficient to cover the value of the loaned securities and provided such collateral shortfall is not the result of investment losses, the lending agent has agreed to pay the amount of the shortfall to the Funds, or at the discretion of the lending agent, replace the loaned securities. The Funds continues to record dividends or interest, as applicable, on the securities loaned and is subject to change in value of the securities loaned that may occur during the term of the loan. The Funds have the right under the Lending Agreement to recover the securities from the borrower on demand. With respect to security loans collateralized by securities collateral, the Funds receive loan premiums paid by the borrower. With respect to security loans collateralized by cash collateral, the earnings from the collateral investments are shared among the Funds, the security lending agent and the borrower. The Funds record security lending income net of allocations to the security lending agent and the borrower.

At March 31, 2009, the value of securities on loan is presented below, for which the Funds received collateral, comprised of cash and securities collateral. Investments purchased with cash collateral are presented on the statements of net assets under the caption “Securities Lending Collateral”.

	Optimum		Optimum		Optimum		Optimum		Optimum		Optimum
	Fixed Income		International		Large Cap		Large Cap		Small-Mid Cap		Small-Mid Cap
	Fund		Fund		Growth Fund		Value Fund		Growth Fund		Value Fund
Value	$	30,673,144	$	15,320,036	$	47,652,426	$	39,752,242	$	15,585,726	$	10,643,643
Cash	$	32,569,640	$	16,852,791	$	50,326,189	$	43,005,410	$	16,767,894	$	11,326,104
Securities		84,240		—		—		—		—		—

12. 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 country’s balance of payments or for other reasons, a country may impose temporary restrictions on foreign capital remittances abroad.

(continues)     119

Notes to financial statements

Optimum Fund Trust

12. Credit and Market Risk (continued)

The securities exchanges of certain foreign markets are substantially smaller, less liquid and more volatile than the major securities markets in the United States. Consequently, acquisition and disposition of securities by the Funds may be inhibited. In addition, a significant portion of the aggregate market value of equity securities listed on the major securities exchanges in emerging markets is 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 S&P and/or Ba or lower by Moody’s. Investments in these higher yielding securities are generally accompanied by a greater degree of credit risk than higher rated securities. Additionally, lower rated securities may be more susceptible to adverse economic and competitive industry conditions than investment grade securities.

The Optimum Fixed Income Fund invests in fixed income securities whose value is derived from an underlying pool of mortgages or consumer loans. The value of these securities is sensitive to changes in economic conditions, including delinquencies and/or defaults, and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates. Investors receive principal and interest payments as the underlying mortgages and consumer loans are paid back. Some of these securities are collateralized mortgage obligations (CMOs). CMOs are debt securities issued by U.S. government agencies or by financial institutions and other mortgage lenders, which are collateralized by a pool of mortgages held under an indenture. Prepayment of mortgages may shorten the stated maturity of the obligations and can result in a loss of premium, if any has been paid. Certain of these securities may be stripped (securities which provide only the principal or interest feature of the underlying security). The yield to maturity on an interest-only CMO is extremely sensitive not only to changes in prevailing interest rates, but also to the rate of principal payments (including prepayments) on the related underlying mortgage assets. A rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to fully recoup its initial investment in these securities even if the securities are rated in the highest rating categories.

The Optimum Small-Mid Cap Growth Fund and Optimum Small-Mid Cap Value Fund invest a significant portion of its assets in small- and mid-sized companies and may be subject to certain risks associated with ownership of securities of such companies. Investments in small- or mid-sized companies may be more volatile than investments in larger companies for a number of reasons, which include more limited financial resources or a dependence on narrow product lines.

The Optimum Large Cap Value Fund, Optimum Small-Mid Cap Growth Fund and Optimum Small-Mid Cap Value Fund invest in REITs and are subject to some of the risks associated with that industry. If the Funds hold real estate directly as a result of defaults or receives rental income directly from real estate holdings, its tax status as a regulated investment company may be jeopardized. There were no direct real estate holdings during the year ended March 31, 2009. The Funds’ REIT holdings are also affected by interest rate changes, particularly if the REITs it holds use floating rate debt to finance their ongoing operations.

Each Fund may invest up to 15% of its net 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 Funds’ Board has delegated to DMC the day-to-day functions of determining whether individual securities are liquid for purposes of the Funds’ limitation on investments in illiquid assets. Securities eligible for resale pursuant to Rule 144A, which are determined to be liquid, are not subject to the 15% limit on investments in illiquid securities. Rule 144A and illiquid securities have been identified on the statements of net assets.

13. 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.

120

14. Tax Information (Unaudited)

The information set forth below is for each Fund’s fiscal year as required by federal laws (Optimum Large Cap Growth Fund and Optimum Small-Mid Cap Growth Fund did not make any distributions). 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, 2009, each Fund designates distributions paid during the year as follows:

	(A)	(B)
	Long-Term	Ordinary
	Capital Gains	Income	Total	(C)
	Distributions	Distributions*	Distributions	Qualifying
	(Tax Basis)	(Tax Basis)	(Tax Basis)	Dividends1
Optimum Fixed Income Fund	—	100%	100%	—
Optimum International Fund	40%	60%	100%	1%
Optimum Large Cap Value Fund	82%	18%	100%	100%
Optimum Small-Mid Cap Value Fund	97%	3%	100%	100%

(A) and (B) are based on a percentage of each Fund’s total distributions.

(C) is based on a percentage of each Fund’s ordinary income distributions.

¹Qualifying dividends represent dividends which qualify for the corporate dividends received deduction.

^*For the fiscal year ended March 31, 2009, 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 the following amounts to be taxed at a maximum rate of 15%. Complete information will be computed and reported in conjunction with your 2008 or 2009 Form 1099-DIV.

	Maximum amount to be
	taxed at a maximum rate of 15%
Optimum Fixed Income Fund	$	197,585
Optimum International Fund		6,821,438
Optimum Large Cap Value Fund		2,572,090
Optimum Small-Mid Cap Value Fund		4,834

The Optimum International Fund intends to pass through foreign tax credits in the maximum amount of $687,820. The gross foreign source income earned during the fiscal year 2009 by the Optimum International Fund was $9,641,236. Complete information will be computed and reported in conjunction with your 2009 Form 1099-DIV.

For the fiscal year ended March 31, 2009, certain ordinary income paid by the Funds, determined to be Qualified Interest Income, may be subject to relief from U.S. withholding for foreign shareholders, as provided by the American Jobs Creation Act of 2004. For the fiscal year ended March 31, 2009, each Fund has designated maximum Qualified Interest Income distributions as follows:

	Maximum Distribution of
	Qualified Interest Income
Optimum Fixed Income Fund	$	43,617,627
Optimum International Fund		20,986
Optimum Large Cap Value Fund		197,164
Optimum Small-Mid Cap Value Fund		4,834

121

Report of independent
registered public accounting firm

The Shareholders and Board of Trustees of 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-Mid Cap Growth Fund, and Optimum Small-Mid Cap Value Fund (“Funds”)) as of March 31, 2009, 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 five years in the period then ended. 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, 2009, by correspondence with the custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective Funds constituting Optimum Fund Trust at March 31, 2009, 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 their financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Philadelphia, Pennsylvania
May 21, 2009

122

Other Fund information
(Unaudited)

Optimum Fund Trust

Board Consideration of Certain Sub-Advisory Agreements

At a meeting held on December 9, 2008, the Board of Trustees, including a majority of non-interested or independent Trustees, approved new Sub-Advisory Agreements between Delaware Management Company (the “Manager” or “DMC”) and BlackRock Advisors LLC (“BlackRock”) for the Optimum International Fund and DMC and Westwood Management Corp. (“Westwood”, along with BlackRock, the “Sub-Advisers”) for the Optimum Small-Mid Cap Value Fund. BlackRock replaced AllianceBernstein L.P. (“Alliance”) as a sub-adviser to the Optimum International Fund, and Westwood replaced Hotchkis and Wiley Capital Management, LLC (“H&W”) as a sub-adviser to the Optimum Small-Mid Cap Value Fund. In reaching such decision, the Board considered and reviewed information about the Sub-Advisers, including its personnel, operations and financial condition, which had been provided by the Sub-Advisers. The Board also reviewed material furnished by DMC (with the assistance of its consultant, LPL Financial corporation), including: a memorandum from DMC reviewing the Sub-Advisory Agreements and the various services proposed to be rendered by the Sub-Advisers; research and analysis concerning DMC’s proposal of the Sub-Advisers; a description of the Sub-Advisers’ proposed sub-advisory fees under the Sub-Advisory Agreements; information concerning the Sub-Advisers’ organization structure and the experience of its investment management personnel; a “due diligence” report describing various material items in relation to the Sub-Advisers’ personnel, organization and policies; copies of the Sub-Advisers’ compliance policies and procedures and its Code of Ethics; and a copy of the Sub-Advisory Agreements.

In considering such information and materials, the independent Trustees received assistance from and met separately with independent counsel. The materials prepared by Management specifically in connection with the approval of the Sub-Advisory Agreements were sent to the independent Trustees in advance of the meeting. While attention was given to all information furnished, the following discusses under separate headings the primary factors taken into account by the Board in its consideration of the Sub-Advisory Agreements.

Nature, Extent and Quality of Services. In considering the nature, extent and quality of the services to be provided by the Sub-Advisers, the Board specifically considered that the Sub-Advisory Agreements contain substantially similar provisions to those in the current Hotchkis and Alliance sub-advisory agreements except for the provisions relating to the fees. The Board reviewed materials provided by the Sub-Advisers regarding the experience and qualifications of personnel who will be responsible for managing the Funds, and placed weight on each Sub-Adviser’s performance in managing an existing account (the “Clone Account”) in a similar investment strategy to the one they would employ for their respective Fund. The Board also considered that the Sub-Advisers would co-manage the Funds with other sub-advisers. The Board considered the compatibility of each Fund’s sub-advisers’ investment philosophies and methodologies. Based upon these considerations, the Board determined that the nature, extent and quality of the services to be provided by the Sub-Advisers under the Sub-Advisory Agreements were satisfactory.

Investment Performance. The Board reviewed information on the performance of the Clone Accounts over various time periods. The Board also reviewed an analysis showing the projected composite investment performance for the Funds that would have resulted from combining the performance of the Clone Accounts over various time periods measured in several different ways. In respect to such analysis, the Board noted that the Sub-Advisers’ investment styles seemed to be a good complement to that followed by the remaining sub-advisers on the Funds. The Board believed such information and analysis evidenced the benefits to the Fund and high quality of portfolio management services expected to be provided by the Sub-Advisers under the Sub-Advisory Agreements.

Sub-Advisory Fee; Profitability; and Economies of Scale. The Board noted that the fees to be paid to the Sub-Advisers under the Sub-Advisory Agreements were lower than those charged by the respective sub-advisers that they were replacing on each Fund. The Board also noted that the fees to be charged by the Sub-Advisers were less than those charged by the Sub-Advisers to other accounts having similar investment mandates. The Board was informed that the Sub-Advisers may receive certain fall-out benefits in connection with its relationship wit the Funds, such as soft-dollar arrangements. The Board also noted that the management fee paid by the Funds to DMC would stay the same, and that DMC’s profitability would be slightly increased based on the fees paid by DMC under the Sub-Advisory Agreements. Information about each Sub-Adviser’s estimated profitability from its relationship with respective Fund was not available because it had not begun to provide services to the Fund. The Board also noted that economies of scale are shared with the Funds and its shareholders through DMC’s investment management fee breakpoints, so that as the Funds grow in size its effective management fee rate declines. Based upon such facts, the Board believed that the fees to be charged by the Sub-Advisers under the Sub-Advisory Agreements were fair and reasonable in relation to the services being provided.

123

Board of trustees and officers addendum

Optimum Fund Trust

A mutual fund is governed by a Board of Trustees which has oversight responsibility for the management of a fund’s business affairs. Trustees establish procedures and oversee and review the performance of the investment manager, the distributor and others that perform services for the fund. The independent fund trustees, in particular, are advocates for shareholder interests. The following is a list of the Trustees and Officers of the Trust with certain background and related information.

				Number of
				Portfolios in Fund	Other
Name,				Complex1 Overseen	Directorships
Address	Position(s)	Length of	Principal Occupation(s)	by Trustee	Held by
and Age	Held with Fund(s)	Time Served	During Past 5 Years	or Officer	Trustee or Officer
Interested Trustees
Mark S. Casady2	Trustee	April 21,	Chairman and	6	None
2005 Market Street		2003 to	Chief Executive Officer –
Philadelphia, PA		present	LPL Financial Corporation
19103			(2005 – Present)
Age 48			President and Chief Executive
			Officer – LPL Financial Corporation
			(2004 – 2005)
Theodore K. Smith2	Trustee, President	June 12, 2008	Executive Vice President	6	None
2005 Market Street	and Chief	to present	Retail Product Sales and Marketing
Philadelphia, PA	Executive Officer		Delaware Investments
19103			(2006 – Present)
Age 40			Head of Strategic Partner
			Account Management
			Lincoln Financial Distributors
			(2005 – 2006)
			Vice President
			Head of Managed Accounts
			Delaware Investments
			(2002 – 2005)
Independent Trustees
Robert J. Christian	Trustee	November 1, 2007	Private Investor	6	Trustee – Wilmington Funds
2005 Market Street	and Chairman	to present	(2006 – Present)		(24 mutual funds)
Philadelphia, PA					(1998 – Present)
19103
Age 60			Chief Investment Officer		Trustee – FundVantage Trust
			Wilmington Trust Corporation		(7 mutual funds)
			(Trust Bank)		(2007 – Present)
			(1996 – 2006)
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 70
Durant Adams Hunter	Trustee	July 17, 2003	Principal-Ridgeway Partners	6	None
2005 Market Street		to present	(Executive Recruiting)
Philadelphia, PA			(2004 – Present)
19103
Age 60

124

				Number of
				Portfolios in Fund	Other
Name,				Complex1 Overseen	Directorships
Address	Position(s)	Length of	Principal Occupation(s)	by Trustee	Held by
and Age	Held with Fund(s)	Time Served	During Past 5 Years	or Officer	Trustee or Officer
Independent Trustees (continued)
Stephen Paul Mullin	Trustee	July 17, 2003	Senior Vice President –	6	None
2005 Market Street		to present	Econsult Corporation
Philadelphia, PA			(Economic Consulting)
19103			(2000 – Present)
Age 53
Robert A. Rudell	Trustee	July 17, 2003	Private Investor	6	Director and Chair,
2005 Market Street		to present	(2002 – Present)		Compensation Committee –
Philadelphia, PA					Medtox Scientific, Inc.
19103					(Medical devices/Clinical lab)
					(2002 – Present)
Age 60					Director and
					Independent Chairman–
					Heartland Funds
					(3 mutual funds)
					(2005 – Present)
					Director –
					Vantagepoint
					(27 mutual funds)
					(2007 – Present)
Jon Edward Socolofsky	Trustee	July 17, 2003	Private Investor	6	None
2005 Market Street		to present	(2002 – Present)
Philadelphia, PA
19103
Age 63
Officers
David F. Connor	Vice President,	Vice President since	Mr. Connor has served as	6	None4
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 Investments3 since 2000.
		December 6, 2005
Age 44
David P. O’Connor	Senior Vice President,	October 25, 2005	Mr. O’Connor has served in	6	None4
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 42
Daniel Geatens	Vice President	September 20, 2007	Mr. Geatens has served in	6	None4
2005 Market Street	and Treasurer	to present	various capacities at
Philadelphia, PA			Delaware Investments.
19103
Age 36
Richard Salus	Senior	January 1, 2006	Mr. Salus has served in	6	None4
2005 Market Street	Vice President	to present	various executive capacities
Philadelphia, PA	and		at different times at
19103	Chief Financial		Delaware Investments.
	Officer
Age 44

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.

³ Delaware Investments is the marketing name for Delaware Management Holdings, Inc. and its subsidiaries, including the Trust’s manager, principal underwriter and service agent.

⁴ Messrs Connor, O’Connor, Geatens 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 83 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.

125

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 Fact Sheet for the most recently completed calendar quarter. The prospectus sets forth details about charges, expenses, investment objectives, and operating policies of the investment company. 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 investment company will fluctuate so that shares, when redeemed, may be worth more or less than their original cost.

Board of trustees Mark S. Casady
Chairman and
Chief Executive Officer
LPL Financial Corporation Theodore K. Smith
Executive Vice President
Delaware Investments Robert J. Christian
Private Investor Nicholas D. Constan
Adjunct Professor —
University of Pennsylvania Durant Adams Hunter
Principal — Ridgeway Partners Stephen Paul Mullin
Senior Vice President — Econsult Corporation Robert A. Rudell
Private Investor Jon Edward Socolofsky
Private Investor Affiliated officers David F. Connor
Vice President,
Deputy General Counsel
and Secretary
Optimum Fund Trust
Philadelphia, PA Daniel V. Geatens
Vice President and Treasurer 
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 www.optimummutualfunds.com; and (iii) on the Commission’s Web site at www.sec.gov. Each Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C.; 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 www.optimummutualfunds.com; and (ii) on the Commission’s Web site at www.sec.gov.

126

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:

Robert J. Christian
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 $154,500 for the fiscal year ended March 31, 2009.

     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 $132,800 for the fiscal year ended March 31, 2008.

(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, 2009.

     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 $19,074 for the registrant’s fiscal year ended March 31, 2009. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the deminimis 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: issuance of report concerning transfer agent’s system of internal accounting control pursuant to Rule 17Ad-13 of the Securities Exchange Act.

     The aggregate fees billed by the registrant’s independent auditors for services relating to the performance of the audit of the registrant’s financial statements and not reported under paragraph (a) of this Item were $0 for the fiscal year ended March 31, 2008.

     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 $19,074 for the registrant’s fiscal year ended March 31, 2008. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the deminimis 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: issuance of report concerning transfer agent’s 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 $45,620 for the fiscal year ended March 31, 2009. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the deminimis exception from the pre-approval requirement in Rule 2-01(c)(7)(i)(C) of Regulation S-X was 0%. These tax-related services were as follows: review of income tax return, review of annual excise distribution calculations, and tax compliance services related to investments in foreign securities.

     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, 2009.

     The aggregate fees billed by the registrant’s independent auditors for tax-related services provided to the registrant were $45,620 for the fiscal year ended March 31, 2008. The percentage of these fees relating to services approved by the registrant’s Audit Committee pursuant to the deminimis 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, 2008.

(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, 2009.

     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, 2009.

     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, 2008.

     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, 2008.

     (e) The registrant’s Audit Committee has established pre-approval policies and procedures as permitted by Rule 2-01(c)(7)(i)(B) of Regulation S-X (the “Pre-Approval Policy”) with respect to services provided by the registrant’s independent auditors. Pursuant to the Pre-Approval Policy, the Audit Committee has pre-approved the services set forth in the table below with respect to the registrant up to the specified fee limits. Certain fee limits are based on aggregate fees to the registrant and other registrants within the Delaware Investments^® Family of Funds.

Service	Range of Fees
Audit Services
Statutory audits or financial audits for new Funds	up to $25,000 per Fund
Services associated with SEC registration statements (e.g., Form N-1A, Form N-14, etc.), periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters for closed-end Fund offerings, consents), and assistance in responding to SEC comment letters	up to $10,000 per Fund
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit-related services” rather than “audit services”)	up to $25,000 in the aggregate
Audit-Related Services
Consultations by Fund management as to the accounting or disclosure treatment of transactions or events and /or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB, or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be considered “audit services” rather than “audit-related services”)	up to $25,000 in the aggregate
Tax Services
U.S. federal, state and local and international tax planning and advice (e.g., consulting on statutory, regulatory or administrative developments, evaluation of Funds’ tax compliance function, etc.)	up to $25,000 in the aggregate
U.S. federal, state and local tax compliance (e.g., excise distribution reviews, etc.)	up to $5,000 per Fund
Review of federal, state, local and international income, franchise and other tax returns	up to $5,000 per Fund

     Under the Pre-Approval Policy, the Audit Committee has also pre-approved the services set forth in the table below with respect to the registrant’s investment adviser and other entities controlling, controlled by or under common control with the investment adviser that provide ongoing services to the registrant (the “Control Affiliates”) up to the specified fee limit. This fee limit is based on aggregate fees to the investment adviser and its Control Affiliates.

Service	Range of Fees
Non-Audit Services
Services associated with periodic reports and other documents filed with the SEC and assistance in responding to SEC comment letters	up to $10,000 in the aggregate

     The Pre-Approval Policy requires the registrant’s independent auditors to report to the Audit Committee at each of its regular meetings regarding all services initiated since the last such report was rendered, including those services authorized by the Pre-Approval Policy.

(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 $297,622 and $299,982 for the registrant’s fiscal years ended March 31, 2009 and March 31, 2008, 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. Investments

(a)	Included as part of report to shareholders filed under Item 1 of this Form N-CSR.
(b)	Divestment of securities in accordance with Section 13(c) of the Investment Company Act of 1940.

Not applicable.

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.

Name of Registrant: Optimum Fund Trust

THEODORE K. SMITH
By:	Theodore K. Smith
Title:	Chief Executive Officer
Date:	June 3, 2009

     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.

THEODORE K. SMITH
By:	Theodore K. Smith
Title:	Chief Executive Officer
Date:	June 3, 2009
RICHARD SALUS
By:	Richard Salus
Title:	Chief Financial Officer
Date:	June 3, 2009