Optimum Fixed Income Fund (OIFIX) DEF 14CInformation statement

This Information Statement is being furnished on behalf of the Board of Trustees (“Trustees” or “Board”) of Optimum Fund Trust (“Trust”) to inform shareholders of the fund listed above (the “Fund”) about recent changes related to the Fund’s sub-advisory arrangement.  The changes were approved by the Board on the recommendation of the Fund’s investment manager, Delaware Management Company (the “Manager”), without shareholder approval as is permitted by an order of the U.S. Securities and Exchange Commission (“SEC”).  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

A Notice of Internet Availability of Information Statement relating to this Information Statement (“Notice”) was mailed beginning on or about September 11, 2024 to shareholders of record of the Fund as of September 4, 2024 (the “Record Date”).  The Information Statement is available on the Fund’s website at optimummutualfunds.com/literature on or about September 10, 2024 until at least December 31, 2024. A paper or e-mail copy of the Information Statement may be obtained, without charge, by contacting your participating securities dealer or other financial intermediary or, if you own Fund shares directly through the Fund’s service agent, by calling the Fund’s service agent toll free at 800-914-0278.

The Manager is the investment manager to each series of the Trust, including the Fund. Pursuant to “manager of managers” authority, the Manager, subject to approval by the Board, is permitted to hire, terminate, or replace sub-advisors who are affiliated or unaffiliated with the Trust or the Manager, and to enter into and modify material terms and conditions of the related sub-advisory agreements without shareholder approval. Section 15(a) of the Investment Company Act of 1940, as amended (the “1940 Act”), generally requires that the shareholders of a mutual fund approve an agreement pursuant to which a person serves as investment advisor or sub-advisor of the fund. In order to use the “manager of managers” authority discussed above, the Manager, the Trust, and certain affiliates requested and received an exemptive order from the SEC on January 17, 2017 (the “SEC Order”).  The SEC Order exempts the Manager, the Trust and other affiliates from certain of the shareholder approval requirements of Section 15(a) of the 1940 Act and allows the Board, subject to certain conditions, to appoint new sub-advisors and approve new sub-advisory agreements on behalf of the Trust without shareholder approval.  The Manager has ultimate responsibility (subject to oversight by the Board) to supervise the sub-advisors and recommend the hiring, termination, and replacement of the sub-advisors to the Board.

Consistent with the terms of the SEC Order, at a meeting held on May 13, 2024 (the “Meeting”), the Board, including a majority of the Trustees who are not “interested persons” of the Trust or of the Manager (the “Independent Trustees”) approved a new sub-advisory agreement (the “Sub-Advisory Agreement”) between the Manager and Wellington Management Company LLP (“Wellington”), under which Wellington would serve as a sub-advisor to the Fund, replacing Cardinal Capital Management, L.L.C. (“Cardinal”).

Wellington began serving as a sub-advisor for the Fund on June 12, 2024 and the Cardinal sub-advisory agreement has been terminated. The decision to terminate the sub-advisory agreement with Cardinal was based upon certain factors, including but not limited to, the deterioration of Cardinal’s performance against its benchmark in recent periods and concerns regarding Cardinal’s investment process with respect to stock selection. On the other hand, the Board believed that Wellington’s SMID Opportunistic Value Select strategy could provide an attractive complementary pairing with the sleeve of the Fund managed by LSV Asset Management (“LSV”).

The Trust and the Manager have agreed to comply with certain conditions when acting in reliance on the relief granted in the SEC Order. These conditions require, among other things, that within ninety (90) days of hiring a new sub-advisor, the affected fund will notify the shareholders of the fund of the changes. The Notice provides such notice of the changes and this Information Statement presents additional details regarding Wellington and the Sub-Advisory Agreement.

The Manager is located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, and is a series of Macquarie Investment Management Business Trust, which is an indirect subsidiary of Macquarie Management Holdings, Inc. (“MMHI”), which in turn is an indirect subsidiary, and subject to the ultimate control, of Macquarie Group Limited (“Macquarie”).  The Manager is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended.

The Manager provides investment advisory services to the Fund pursuant to an investment management agreement dated January 4, 2010 between the Trust and the Manager, as amended (the “Management Agreement”).  The Management Agreement was most recently renewed by the Board, including a majority of the Independent Trustees, at a meeting held on September 21-22, 2023. The Trust employs the Manager to generally manage the investment and reinvestment of the assets of the Fund.  In so doing, the Manager may hire one or more sub-advisors to carry out the investment program of the Fund, subject to the approval of the Board. The Manager continuously reviews and supervises the investment program of the Fund. The Manager furnishes regular reports to the Board regarding the investment program and performance of the Fund. The Manager has hired LPL Financial LLC (“LPL”), a registered broker/dealer and investment advisor, as a consultant to assist with this process.

Pursuant to the Management Agreement, the Manager has full discretion and responsibility, subject to the overall supervision of the Board, to select and contract with one or more investment sub-advisors, to manage the investment operations and composition of the Fund, and to render investment advice for the Fund, including the purchase, retention, and disposition of investments, securities, and cash held by the Fund. The Management Agreement obligates the Manager to implement decisions with respect to the allocation or reallocation of each Fund’s assets among one or more current or additional sub-advisors, and to monitor the sub-advisors’ compliance with the Fund’s investment objective(s), policies, and restrictions. Under the Management Agreement, the Trust will bear the expenses of conducting its business. In addition, the Manager pays the salaries of all officers and Trustees of the Trust who are officers, directors, or employees of the Manager or its affiliates.

As compensation for the services rendered under the Investment Management Agreement, the Fund pays the Manager an annual management fee as a percentage of average daily net assets as described in Exhibit A. During the last fiscal year, the Fund paid investment management fees to the Manager as described in Exhibit B. For the fiscal year ended March 31, 2024, the Manager paid all sub-advisors of the Fund investment sub-advisory fees of $2,859,086. For the fiscal year ended March 31, 2024, the annualized investment sub-advisory fees as a percentage of the Fund’s average daily net assets were 0.44%.

The key executives and each trustee of the Manager and their principal occupations are: Shawn K. Lytle, Trustee and President; John Pickard, Executive Vice President, Global Head of Equities; Brett Lewthwaite, Executive Vice President, Deputy Head of Credit; David F. Connor, Trustee and Senior Vice President/General Counsel/Secretary; Richard Salus, Senior Vice President, Global Head of Fund Services; Michael F. Capuzzi, Senior Vice President, U.S. Chief Operations Officer; Stephen Hoban, Chief Financial Officer; and Marty Wolin, Senior Vice President, Chief Compliance Officer. The address of each person listed is 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354.

Wellington, headquartered at 280 Congress Street Boston, MA 02210, was approved by the Board to serve as a sub-advisor to the Fund at the Meeting. The Managing Partner of Wellington is Wellington Investment Advisors Holdings LLP. The ultimate parent company of the Wellington is Wellington Management Group LLP, a Massachusetts private limited liability partnership. Wellington is registered as an investment advisor with the SEC. As of June 30, 2024, Wellington’s total assets under management were approximately $1.25 billion.  The effective date for Wellington’s hiring was June 12, 2024, which is the day it began sub-advising the Fund.

Wellington is not affiliated with the Manager, and Wellington discharges its responsibilities subject to the oversight and supervision of the Manager. Wellington is compensated out of the fees that the Manager receives from the Fund. There will be no increase in the advisory fees paid by the Fund to the Manager as a consequence of the implementation of the Sub-Advisory Agreement. The fees paid by the Manager to Wellington depend upon the fee rates negotiated by the Manager and approved by the Board and on the percentage of the Fund’s assets allocated to Wellington by the Manager. In accordance with procedures adopted by the Board, Wellington may effect Fund portfolio transactions through an affiliated broker/dealer and the affiliated broker/dealer may receive brokerage commissions in connection therewith as permitted by applicable law. The Sub-Advisory Agreement is dated May 14, 2024.

Wellington serves as an investment advisor or sub-advisor to the registered investment companies listed below, each of which has an investment objective similar to the Fund’s investment objective.

The Sub-Advisory Agreement was approved by the Board at the Meeting, which was called for the purpose of approving the Sub-Advisory Agreement for an initial term of two years. Thereafter, continuance of the Sub-Advisory Agreement will require the annual approval of the Board, including a majority of the Independent Trustees. The Sub-Advisory Agreement provides that it will terminate automatically in the event of its assignment.

The terms of the Sub-Advisory Agreement are substantially similar to the terms of the prior sub-advisory agreement between the Manager and Cardinal, except for the provision relating to the sub-advisory fees.

The Sub-Advisory Agreement provides that Wellington, among other duties, will make all investment decisions for its allocated portion of the Fund’s investment portfolio in accordance with the Fund’s investment objectives, policies, and restrictions. Wellington, subject to the supervision of the Board and the Manager, will conduct an ongoing program of investment, evaluation, and, if appropriate, sale and reinvestment of its allocated portion of the Fund’s assets. Wellington also will perform certain other administrative and compliance-related functions in connection with the management of its allocated portion of the Fund’s investment portfolio.

The Wellington Sub-Advisory Agreement provides for Wellington to be compensated based on the average daily net assets of the Fund allocated to Wellington. Wellington is compensated from the fees that the Manager receives from the Fund.  Wellington generally will pay all expenses it incurs in connection with its activities under the Sub-Advisory Agreement, other than the costs of the Fund’s portfolio securities and other investments.

The Sub-Advisory Agreement may be terminated without the payment of any penalty by: (i) the Manager or the Trust, at any time, without the payment of a penalty, on written notice to Wellington of the Investment Manager’s or the Trust’s intention to do so, in the case of the Trust pursuant to action by the Board or pursuant to the vote of a majority of the outstanding voting securities of the Fund, or (ii) Wellington, on not less than sixty (60) days' written notice to the Manager and the Trust.

The Manager recommended the approval of the Sub-Advisory Agreement. In reaching the decision to approve the Sub-Advisory Agreement, the Board considered and reviewed information about Wellington, including its personnel, operations and financial condition, which had been provided by Wellington. The Board also reviewed material furnished by Manager (with the assistance of LPL), including: a memorandum from Manager reviewing the Sub-Advisory Agreement and the various services proposed to be rendered by Wellington; research and analysis concerning Manager’s proposal of Wellington; a description of Wellington’s proposed sub-advisory fees under the Sub-Advisory Agreement, along with fees that Wellington charges other comparable investment companies or accounts; information concerning Wellington’s organizational structure and the experience of its investment management personnel; a “due diligence” summary report describing various material items in relation to Wellington’s personnel, organization and policies; a copy of Wellington’s Form ADV brochure, summaries of Wellington’s compliance policies and procedures and its Code of Ethics; and a copy of the Sub-Advisory Agreement.

Nature, Extent and Quality of Services.  In considering the nature, extent and quality of the services to be provided by Wellington, the Board specifically considered that the Sub-Advisory Agreement contains substantially similar provisions to those in the prior Cardinal sub-advisory agreement, except for the provisions relating to the sub-advisory fees. The Board reviewed materials provided by Wellington regarding the experience and qualifications of personnel who will be responsible for managing the portion of the Fund to be sub-advised by Wellington. The Board also placed weight on the performance of a representative Wellington portfolio that utilized the investment process and parameters that would be employed by Wellington on behalf of its portion of the Fund (the “Wellington Account”). The Board also considered that Wellington would serve as a sub-adviser of the Fund with another sub-advisor, LSV. The Board considered the compatibility of the two sub-advisers’ investment philosophies and methodologies that they would each employ for the Fund. Lastly, the Board took into account that Wellington uses a bottom-up, fundamental approach that seeks to provide long-term returns above the Russell 2500 Value Index over a market cycle by employing a contrarian approach to stock selection. Based upon these considerations, the Board was satisfied with the nature and quality of the overall services to be provided by Wellington to the Fund and its shareholders and was confident in the abilities of Wellington to provide quality services to the Fund and its shareholders.

Investment Performance. The Board reviewed information on the performance of the Wellington Account over various time periods. The Board also reviewed a “combination analysis” showing various performance metrics that would have resulted from combining the performance of the Wellington Account with the performance of LSV in managing its portion of the Fund over various time periods. The Board noted Management’s belief, based on the historical combination analysis, that the investment strategy to be employed by Wellington on behalf of its sleeve of the Fund would be a good complement to the type of investment philosophy followed by LSV, and that Wellington’s investment strategy would provide a better balance to LSV’s investment philosophy as compared the investment strategy utilized by Cardinal. The Board believed such information and analysis evidenced the benefits to the Fund and

Sub-advisory Fees. In considering the appropriateness of the sub-advisory fees to be charged by Wellington, the Board reviewed and considered the sub-advisory fees in light of the nature, extent and quality of the sub-advisory services to be provided by Wellington, as more fully described above. The Board noted that Wellington’s sub-advisory fees are paid by DMC and are not additional fees borne by the Fund. The Board also noted that the sub-advisory fees to be paid by DMC to Wellington were the product of arms-length negotiations between DMC and Wellington, and the Board considered the allocation of the investment management fees charged to the Fund between DMC and Wellington in light of the nature, extent and quality of the investment management services provided, and to be provided by, DMC and Wellington. In particular, the Board was provided with a description of fees to be charged by Wellington under the Sub-Advisory Agreement for the Fund, which showed them to be lower than the sub-advisory fees charged by Cardinal under its sub-advisory agreement at the Fund’s current amount of assets under management. The Board considered the impact that the differences in fees would have on DMC’s profitability, while also noting the current fee waiver that DMC had put into effect for the Fund. The Board also was provided with information showing that Wellington’s sub-advisory fees for the Fund were competitive with those charged by Wellington to other comparable investment companies or accounts and was informed by DMC that Wellington’s sub-advisory fees were competitive with fees of other investment managers being considered as possible sub-advisors to the Fund. The Board also noted that the management fee paid by the Fund to DMC would stay the same at current asset levels. Based upon such facts, the Board believed that the fees to be charged by Wellington under the Sub-Advisory Agreement were acceptable in relation to the services to be provided.

Profitability, Economies of Scale and Fall-Out Benefits. Information about Wellington’s profitability from its relationship with the Fund was not available because it had not begun to provide services to the Fund. The Trustees noted that economies of scale are shared with the Fund and its shareholders through investment management fee breakpoints so that as the Fund grows in size, its effective investment management fee rate declines, and they also noted that DMC had put in place a fee waiver for the Fund that was currently in effect. The Board was also provided with information on potential fall-out benefits derived or to be derived by Wellington in connection with its relationship to the Fund, such as soft dollar arrangements.

Delaware Investments Fund Services Company (“DIFSC”), located at 100 Independence, 610 Market Street, Philadelphia, PA 19106-2354, serves as the Trust’s shareholder servicing, dividend disbursing, and transfer agent. DIFSC provides fund accounting and financial administration oversight services to the Funds. Those services include overseeing the Funds’ pricing process, the calculation and payment of Fund expenses, and financial reporting in shareholder reports, registration statements, and other regulatory filings. Additionally, DIFSC manages the process for the payment of dividends and distributions and the dissemination of Fund net asset values and performance data.  DIFSC is an affiliate of the Manager, and is an indirect subsidiary of MMHI and, therefore, of Macquarie.

The Bank of New York Mellon, located at 240 Greenwich Street, New York, NY 10286-0001, provides fund accounting and financial administration services to the Funds. Those services include performing functions related to calculating the Funds’ net asset value and providing financial reporting information, regulatory compliance testing and other related accounting services.

During the last fiscal year, the Fund did not pay any commissions to affiliated brokers.

The table in Exhibit C shows the number of shares outstanding as of the Record Date for each class of the Fund.

As of Record Date, the Manager believes that there were no beneficial owners holding 5% or more of the total outstanding shares of any Class of shares of each Fund. As of Record Date, the Manager believes that the Funds’ officers and Trustees directly owned less than 1% of the outstanding shares of each Class of each Fund.