Julian F. Sluyters
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2009
Old Mutual Asset Allocation Conservative Portfolio
Old Mutual Asset Allocation Balanced Portfolio
Old Mutual Asset Allocation Moderate Growth Portfolio
Old Mutual Asset Allocation Growth Portfolio
TABLE OF CONTENTS
About This Report 1
Message to Shareholders 4
Management Discussion of Fund Performance
and Schedules of Investments
Old Mutual Asset Allocation Conservative Portfolio
Class A (OMCAX), Class C (OMCCX), Class Z (OMCZX), Institutional Class (OMCIX) 5
Old Mutual Asset Allocation Balanced Portfolio
Class A (OMABX), Class C (OMBCX), Class Z (OMBZX), Institutional Class (OMBLX) 9
Old Mutual Asset Allocation Moderate Growth Portfolio
Class A (OMMAX), Class C (OMMCX), Class Z (OMMZX), Institutional Class (OMMIX) 13
Old Mutual Asset Allocation Growth Portfolio
Class A (OMGAX), Class C (OMCGX), Class Z (OMGZX), Institutional Class (OMGIX) 17
Statements of Assets and Liabilities 22
Statements of Operations 23
Statements of Changes in Net Assets 24
Financial Highlights 25
Notes to Financial Statements 27
Report of Independent Registered Public Accounting Firm 40
Notice to Shareholders 41
Proxy Voting and Portfolio Holdings 42
Fund Expenses Example 43
Board of Trustees and Officers of the Trust 45
Consideration of the Board in Approving Investment
Advisory and Investment Sub-Advisory Agreements 47
ABOUT THIS REPORT
HISTORICAL RETURNS
____________________________________________________________________________________________________________________________________
All total returns mentioned in this report account for the change in a Fund's per-share price and the reinvestment of any dividends
and capital gain distributions. If your account is set up to receive Fund dividends and distributions in cash rather than reinvest
them, your actual return may differ from these figures. The Funds' performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares.
Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. Performance results represent past performance, and
current performance may be higher or lower. Please call toll-free at 888-772-2888 or visit oldmutualfunds.com for performance
results current to the most recent month-end.
Performance results for short periods of time may not be representative of longer-term results. Performance without load assumes
that no front-end or contingent deferred sales charge applied or the investment was not redeemed. Performance with load assumes that
a front-end or contingent deferred sales charge applied to the extent applicable. The Funds each offer Class A, Class C, Class Z and
Institutional Class shares. Class A shares have a current maximum up-front sales charge of 5.75% and are subject to an annual
service fee of 0.25%. Class C shares are subject to aggregate annual distribution and service fees of 1.00% and will be subject to a
contingent deferred sales charge of 1.00% if redeemed within the first 12 months of purchase. Class Z and Institutional Class shares
are only available to eligible shareholders. The returns for certain periods may reflect fee waivers and/or reimbursements in effect
for that period; absent fee waivers and reimbursements, performance would have been lower.
FUND DATA
____________________________________________________________________________________________________________________________________
This report reflects views, opinions and Fund holdings as of July 31, 2009, the end of the report period, and these views and
opinions are subject to change. The information is not a complete analysis of every aspect of any sector, industry, security or of
the Funds. Opinions and forecasts regarding industries, companies and/or themes and Fund composition and holdings, are subject to
change at any time based on market and other conditions, and should not be construed as a recommendation of any specific security or
as investment advice. Percentage holdings as of July 31, 2009 are included in each Fund's Schedule of Investments. There is no
assurance that the securities purchased will remain in a Fund or that securities sold have not been repurchased.
There are risks associated with mutual fund investing, including the risk of loss of principal. There is no assurance that the
investment process will consistently lead to successful results. An investment in a Fund is not a bank deposit. It is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
COMPARATIVE INDEXES
____________________________________________________________________________________________________________________________________
The comparative indexes discussed in this report are meant to provide a basis for judging the Funds' performance against specific
benchmarks. Each index shown accounts for both changes in security price and reinvestment of dividends and distributions, but does
not reflect the cost of managing a mutual fund. The Funds may significantly differ in holdings and composition from an index.
Individuals cannot invest directly in an index.
Indexes:
Barclays Capital U.S. Aggregate Index (formerly known as Lehman Brothers U.S. Aggregate Index)
The unmanaged Barclays Capital U.S. Aggregate Index is a widely recognized measure of the aggregate bond market. The unmanaged index
is market value-weighted inclusive of accrued interest.
MSCI EAFE® Index
The unmanaged MSCI EAFE® Index is a market capitalization-weighted index designed to measure the equity market performance of
developed markets, excluding the United States and Canada. As of June 2007, the MSCI EAFE Index consisted of the following 21
developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy,
Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
1
ABOUT THIS REPORT - concluded
Standard & Poor's SuperComposite 1500 Index
The unmanaged Standard & Poor's SuperComposite 1500 ("S&P 1500") Index is a broad-based, capitalization-weighted index comprising
1,500 stocks of large-cap, mid-cap and small-cap U.S. companies.
Standard & Poor's 500 Index
The unmanaged Standard & Poor's 500 ("S&P 500") Index is a market value-weighted index of large-cap common stocks considered
representative of the broad market.
Index returns and statistical data included in this report are provided by Bloomberg, FactSet and Barclays Capital.
2
MESSAGE TO SHAREHOLDERS
Dear Shareholder:
The fiscal year ended July 31, 2009 was marked by periods of extreme volatility, a severe economic compression and near collapse of
the U.S. financial system. The global economy faced its deepest recession since World War II. The fiscal year also saw a market
rally led by growth stocks in the fourth quarter of 2008 and first quarter of 2009, and a market rally led by low quality names and
micro-cap companies, which helped the worldwide stock markets post rebounds in the second quarter of 2009. Over the fiscal year,
both growth and value styles went in and out of favor with value having a slight edge. U.S. stocks, as measured by the S&P 500
Index, declined by (19.96)% for the one-year period ended July 31, 2009.
From August 2008 through early March 2009, the financial markets continued to be volatile. What began as a subprime real estate
mortgage crisis became a full-blown financial crisis that quickly affected all markets and led to worldwide asset price deflation.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented actions to end
the global financial crisis. The last three months of the fiscal year were marked by a striking reversal as riskier assets such as
equities, credit and emerging markets performed relatively well and recovered some of their previous losses.
Despite this challenging environment, Old Mutual Capital, Inc. believes that the current U.S. government policy response may help
the global economy start to recover, although it expects to see higher than normal volatility, making the journey painful. Old
Mutual Capital, Inc. believes that although it may take some time to play out, strong long-term opportunities are available to
patient investors, and as the economy recovers, those investors will likely be rewarded.
As always, we are grateful for your support and will continue to work diligently to enhance your experience as an investor in the
Old Mutual Funds I portfolios. Please do not hesitate to contact us if there is anything we can do to better serve you. Feel free to
contact me directly at President@oldmutualcapital.com, or please see the back cover of this report for other contact information.
Sincerely,
/s/ Julian F. Sluyters
Julian F. Sluyters
President
Old Mutual Funds I
4
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the "Fund")
returned (0.49)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U.S. Aggregate Index
returned 7.85%.
o The Fund's relative performance during the period was hurt due to the underperformance of the large-cap value, short-term bond
and international bond asset classes. The large-cap growth and high yield bond asset classes helped add relative value.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Dwight Intermediate Fixed Income Fund and Old Mutual Dwight High Yield Fund
were among the contributors to overall performance.
o Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
detractors from overall performance this year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the "Fund")
returned (0.49)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U.S. Aggregate Index
returned 7.85%. Performance for all share classes can be found on page 7.
Q. What investment environment did the Fund face during the past year?
A. The past year saw two economic environments. From August 2008 through early March 2009, the financial markets continued to be
volatile. What began as a subprime real estate mortgage crisis became a full-blown financial crisis that quickly affected all
markets and led to worldwide asset price deflation. Equity investments around the world suffered devastating losses. Between
August 1, 2008 and March 9, 2009, the S&P 500 Index returned (45.64)%, while the MSCI EAFE® Index returned (51.31)% for the
same period.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented action to
end the global financial crisis. Although Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, believes
long-term headwinds remain that may dampen the pace of a true economic recovery, the S&P 500 Index returned 47.24% from March
10, 2009 through the end of July 2009, while the MSCI EAFE® Index returned 59.88% for the same period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund generally strives for a 30% equity and 70% fixed income allocation. The Fund's performance during the period was hurt
due to the underperformance of the large-cap value, short-term bond and international bond asset classes. The large-cap growth
and high yield bond asset classes helped add value.
Over the fiscal year, the Fund undertook two dynamic positions: (1) an overweight of U.S. equities relative to U.S. bonds in
September 2008; and (2) an underweight of high yield bonds relative to U.S. bonds in June 2009. Collectively, these positions
resulted in a slightly negative return for the Fund.
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual
Dwight Intermediate Fixed Income Fund and Old Mutual Dwight High Yield Fund were among the contributors to overall performance.
Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
detractors from overall performance this year.
Q. What is the investment outlook?
A. Ibbotson notes that, historically, the market tends to rally near the end of recessions, however, no calendar quarter at the
end of a recession in recent history has had a return higher than the second calendar quarter of 2009. Ibbotson points out that
financial stocks have been one of the fastest recovering sectors since the market rally began in March 2009, and that, in
general, all stocks of leveraged companies reported healthy gains as stock valuations incorporated decreasing interest rate
spreads for riskier borrowers. Ibbotson also notes that most industrialized markets performed positively for the first half of
2009 and some emerging markets have seen gains over 50% in the first half of 2009. Ibbotson believes that a gloomy
macroeconomic picture remains, and that it is unclear whether the recent market rally is justified and whether current
valuations will remain.
Asset Allocation Conservative Portfolio
5
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2009
Old Mutual Barrow Hanley
Core Bond Fund 31.1%
___________________________________________________________________________________
Old Mutual Dwight Short Term
Fixed Income Fund 11.1%
___________________________________________________________________________________
Old Mutual Dwight
High Yield Fund 10.0%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 9.8%
___________________________________________________________________________________
Old Mutual International Bond
Fund 8.4%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 6.9%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap
Value Fund 6.3%
___________________________________________________________________________________
Old Mutual International
Equity Fund 6.2%
___________________________________________________________________________________
Old Mutual Focused Fund 2.9%
___________________________________________________________________________________
Old Mutual Analytic U.S. Long/
Short Fund 2.2%
___________________________________________________________________________________
As a % of Total
Fund Investments 94.9%
___________________________________________________________________________________
Ibbotson points out that for U.S. government bonds, the yield curve has steepened over the past few months and notes three possible
explanations: (1) an expectation of inflation over the next five to ten years; (2) an expectation of increased government borrowing
over upcoming years; or (3) an expectation of an increase in the productivity of capital in the future. Ibbotson also notes that the
recent decrease in spreads on U.S. credit bonds has been substantial, suggesting that panic in the bond market may be receding.
Ibbotson notes that some real estate investment trusts ("REITs") that entered the crisis with limited debt are now in a dominant
position and have been able to refinance their debt. Ibbotson notes also that many REITs have been paying dividends in a mix of
stocks and cash which allows them to avoid increasing their debt burden, and instead use cash flows to pay off debt. Ibbotson points
out that less leveraged REITs are using this practice to increase their cash reserves so they can buy at distressed prices. Ibbotson
notes that REITs in several non-U.S. markets have strict limits on leverage, and therefore might be expected to suffer less from the
current restrictive credit market. Currently, dividend yields of non-U.S. REITs appear in line with U.S. REITs, however, non-U.S.
REITs do not pay dividends partially in stock, and Ibbotson believes this may be a concern for yield seeking investors.
Asset Allocation Conservative Portfolio
6
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (6.24)% 2.58%
Class A without load 09/30/04 (0.49)% 3.85%
Class C with load 09/30/04 (2.12)% 3.10%
Class C without load 09/30/04 (1.20)% 3.10%
Class Z 12/09/05 (0.17)% 3.38%
Institutional Class 09/30/04 (0.19)% 4.11%
S&P 1500 Index 09/30/04 (19.97)% (0.12)%
Barclays Capital U.S. Aggregate Index 09/30/04 7.85% 4.86%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the supplement dated January 2, 2009 to the prospectus dated November 19, 2008) are 1.88% and 1.39%;
2.53% and 2.14%; 4.91% and 1.14%; and 1.65% and 1.14%, respectively. Expenses are based on estimated amounts for the current fiscal
year.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Asset Allocation Conservative Portfolio, Class A | Old Mutual Asset Allocation Conservative Portfolio, Class C | Old Mutual Asset Allocation Conservative Portfolio, Institutional Class | S&P 1500 Index | Barclays Capital U.S. Aggregate Index | |
| 9/30/04 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/05 | 10,025 | 10,575 | 10,660 | 11,359 | 10,255 | |
| 7/31/06 | 10,365 | 10,853 | 11,048 | 11,954 | 10,405 | |
| 7/31/07 | 11,339 | 11,783 | 12,124 | 13,879 | 10,985 | |
| 7/31/08 | 11,366 | 11,728 | 12,174 | 12,420 | 11,661 | |
| 7/31/09 | 11,311 | 11,588 | 12,151 | 9,940 | 12,576 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class A, Class C
and Institutional Class shares on the inception date of 9/30/04 to an investment made in unmanaged securities indexes on that date.
The performance of the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's
performance in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Sector Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.7% | |
| Government/Corporate | 70.4% | |
| Growth | 2.7% | |
| Growth-Large Cap | 1.6% | |
| International Equity | 6.2% | |
| Market Neutral-Equity | 2.2% | |
| Value | 9.9% | |
| Value-Mid Cap | 6.3% | |
7
OLD MUTUAL ASSET ALLOCATION
CONSERVATIVE PORTFOLIO - concluded
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ Other Information:
Description Shares Value (000) The Fund utilizes various inputs in determining the value of its
_____________________________________________________________________ investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Affiliated Mutual Funds (1) - 99.4%
Level 1 - quoted prices in active markets for identical securities
Government/Corporate - 70.5% Level 2 - other significant observable inputs (including quoted
Old Mutual Barrow Hanley prices for similar securities, interest rates, prepayment
Core Bond Fund 1,523,404 $ 15,981 speeds, credit risk, etc.)
Old Mutual Dwight High Yield Fund 524,692 5,152 Level 3 - significant unobservable inputs (including the Fund's own
Old Mutual Dwight Intermediate assumption in determining the fair value of investments)
Fixed Income Fund 499,842 5,038
Old Mutual Dwight Short Term The inputs or methodology used for valuing securities are not
Fixed Income Fund 578,209 5,719 necessarily an indication of the risk associated with investing in
Old Mutual International Bond Fund 501,359 4,322 those securities. A summary of the inputs used as of July 31, 2009
______________ in valuing the Fund's net assets were as follows (000):
Total Government/Corporate 36,212
_____________________________________________________________________ Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Growth - 2.7%
Old Mutual Advantage Growth Fund 128,750 805 Investments
Old Mutual Growth Fund* 28,943 584 Affiliated Mutual Funds $51,048 $- $- $51,048
______________ Money Market Fund 380 - - 380
_____________________________________________________________________
Total Growth 1,389
_____________________________________________________________________ Total Investments $51,428 $- $- $51,428
_____________________________________________________________________
Growth-Large Cap - 1.6%
Old Mutual Large Cap Growth Fund* 60,390 833 Refer to the "Security Valuation" section of Note 2 for further
______________ information.
Total Growth-Large Cap 833
_____________________________________________________________________
International Equity - 6.2%
Old Mutual International Equity Fund 412,168 3,186
______________
Total International Equity 3,186
_____________________________________________________________________
Market Neutral-Equity - 2.2%
Old Mutual Analytic
U.S. Long/Short Fund 118,930 1,148
______________
Total Market Neutral-Equity 1,148
_____________________________________________________________________
Value - 9.9%
Old Mutual Barrow Hanley Value Fund 707,370 3,572
Old Mutual Focused Fund 79,643 1,488
______________
Total Value 5,060
_____________________________________________________________________
Value-Mid Cap - 6.3%
Old Mutual TS&W Mid-Cap Value Fund 469,419 3,220
______________
Total Value-Mid Cap 3,220
______________
Total Affiliated Mutual Funds (Cost $53,552) 51,048
_____________________________________________________________________
Money Market Fund - 0.8%
Dreyfus Cash Management Fund,
Institutional Class, 0.329% (A) 380,325 380
______________
Total Money Market Fund (Cost $380) 380
_____________________________________________________________________
Total Investments - 100.2% (Cost $53,932) 51,428
_____________________________________________________________________
Other Assets and Liabilities, Net - (0.2)% (80)
_____________________________________________________________________
Total Net Assets - 100.0% $ 51,348
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to
page 21.
The accompanying notes are an integral part of the financial statements.
8
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the "Fund")
returned (9.30)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U.S. Aggregate Index
returned 7.85%.
o The Fund's relative performance during the period was hurt due to the underperformance of the large-cap value and U.S. real
estate investment trust asset classes.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Strategic Small Company Fund and Old Mutual Dwight High Yield Fund were
among the contributors to overall performance.
o Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual Provident Mid- Cap Growth Fund (no longer
a Fund holding) were among the detractors from overall performance this year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the "Fund")
returned (9.30)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U.S. Aggregate Index
returned 7.85%. Performance for all share classes can be found on page 11.
Q. What investment environment did the Fund face during the past year?
A. The past year saw two economic environments. From August 2008 through early March 2009, the financial markets continued to be
volatile. What began as a subprime real estate mortgage crisis became a full-blown financial crisis that quickly affected all
markets and led to worldwide asset price deflation. Equity investments around the world suffered devastating losses. Between
August 1, 2008 and March 9, 2009, the S&P 500 Index returned (45.64)%, while the MSCI EAFE®Index returned (51.31)% for the same
period.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented action to
end the global financial crisis. Although Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, believes
long-term headwinds remain that may dampen the pace of a true economic recovery, the S&P 500 Index returned 47.24% from March
10, 2009 through the end of July 2009, while the MSCI EAFE® Index returned 59.88% for the same period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund generally strives for a 60% equity and 40% fixed income allocation. The Fund's performance during the period was hurt
due to the underperformance of the large-cap value and U.S. real estate investment trust ("REIT") asset classes.
Over the fiscal year, the Fund undertook three dynamic positions: (1) an overweight of U.S. equities relative to U.S. bonds in
September 2008; (2) an underweight of REITs from August 2008 through June 2009; and (3) an underweight of high yield bonds
relative to U.S. bonds in June 2009. Collectively, these positions resulted in an approximate 0% return for the Fund.
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual
Strategic Small Company Fund and Old Mutual Dwight High Yield Fund were among the contributors to overall performance. Old
Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual Provident Mid-Cap Growth Fund (no longer a
Fund holding) were among the detractors from overall performance this year.
Q. What is the investment outlook?
A. Ibbotson notes that, historically, the market tends to rally near the end of recessions, however, no calendar quarter at the
end of a recession in recent history has had a return higher than the second calendar quarter of 2009. Ibbotson points out that
financial stocks have been one of the fastest recovering sectors since the market rally began in March 2009, and that, in
general, all stocks of leveraged companies reported healthy gains as stock valuations incorporated decreasing interest rate
spreads for riskier borrowers. Ibbotson also notes that most industrialized markets performed positively for the first half of
2009 and some emerging markets have seen gains over 50% in the first half of 2009. Ibbotson believes that a gloomy
macroeconomic picture remains, and that it is unclear whether the recent market rally is justified and whether current
valuations will remain.
Asset Allocation Balanced Portfolio
9
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2009
Old Mutual Barrow
Hanley Core Bond Fund 20.5%
___________________________________________________________________________________
Old Mutual International
Equity Fund 15.3%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Value Fund 11.3%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 7.1%
___________________________________________________________________________________
Old Mutual Advantage
Growth Fund 6.9%
___________________________________________________________________________________
Old Mutual Dwight
High Yield Fund 5.6%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 5.4%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 5.3%
___________________________________________________________________________________
Old Mutual International
Bond Fund 5.1%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 4.6%
___________________________________________________________________________________
As a % of Total
Fund Investments 87.1%
___________________________________________________________________________________
Ibbotson points out that for U.S. government bonds, the yield curve has steepened over the past few months and notes three possible
explanations: (1) an expectation of inflation over the next five to ten years; (2) an expectation of increased government borrowing
over upcoming years; or (3) an expectation of an increase in the productivity of capital in the future. Ibbotson also notes that the
recent decrease in spreads on U.S. credit bonds has been substantial, suggesting that panic in the bond market may be receding.
Ibbotson notes that some REITs that entered the crisis with limited debt are now in a dominant position and have been able to
refinance their debt. Ibbotson notes also that many REITs have been paying dividends in a mix of stocks and cash which allows them
to avoid increasing their debt burden, and instead use cash flows to pay off debt. Ibbotson points out that less leveraged REITs are
using this practice to increase their cash reserves so they can buy at distressed prices. Ibbotson notes that REITs in several
non-U.S. markets have strict limits on leverage, and therefore might be expected to suffer less from the current restrictive credit
market. Currently, dividend yields of non-U.S. REITs appear in line with U.S. REITs, however, non-U.S. REITs do not pay dividends
partially in stock, and Ibbotson believes this may be a concern for yield seeking investors.
Asset Allocation Balanced Portfolio
10
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (14.53)% 1.83%
Class A without load 09/30/04 (9.30)% 3.09%
Class C with load 09/30/04 (10.83)% 2.35%
Class C without load 09/30/04 (10.00)% 2.35%
Class Z 12/09/05 (9.00)% 0.87%
Institutional Class 09/30/04 (9.13)% 3.33%
S&P 1500 Index 09/30/04 (19.97)% (0.12)%
Barclays Capital U.S. Aggregate Index 09/30/04 7.85% 4.86%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the supplement dated January 2, 2009 to the prospectus dated November 19, 2008) are 1.80% and 1.54%;
2.54% and 2.29%; 6.24% and 1.29%; and 2.35% and 1.29%, respectively. Expenses are based on estimated amounts for the current fiscal
year.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Asset Allocation Balanced Portfolio, Class A | Old Mutual Asset Allocation Balanced Portfolio, Class C | Old Mutual Asset Allocation Balanced Portfolio, Institutional Class | S&P 1500 Index | Barclays Capital U.S. Aggregate Index | |
| 9/30/04 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/05 | 10,445 | 11,031 | 11,115 | 11,359 | 10,255 | |
| 7/31/06 | 11,048 | 11,582 | 11,772 | 11,954 | 10,405 | |
| 7/31/07 | 12,616 | 13,132 | 13,495 | 13,879 | 10,985 | |
| 7/31/08 | 12,037 | 12,431 | 12,893 | 12,420 | 11,661 | |
| 7/31/09 | 10,917 | 11,188 | 11,717 | 9,940 | 12,576 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class A, Class C
and Institutional Class shares on the inception date of 9/30/04 to an investment made in unmanaged securities indexes on that date.
The performance of the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's
performance in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Sector Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 1.0% | |
| Government/Corporate | 36.3% | |
| Growth | 7.6% | |
| Growth-Large Cap | 1.3% | |
| Growth-Small Cap | 2.0% | |
| International Equity | 15.3% | |
| Market Neutral-Equity | 5.3% | |
| Real Estate | 1.2% | |
| Sector Fund-Real Estate | 0.4% | |
| Value | 15.1% | |
| Value-Mid Cap | 7.1% | |
| Value-Small Cap | 7.4% | |
11
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - concluded
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 99.4% Value-Small Cap - 7.4%
Old Mutual Discover Value Fund 279,207 $ 2,127
Government/Corporate - 36.4% Old Mutual TS&W Small Cap Value Fund 400,494 5,654
Old Mutual Barrow ______________
Hanley Core Bond Fund 2,066,617 $ 21,679
Old Mutual Dwight High Yield Fund 602,038 5,912 Total Value-Small Cap 7,781
Old Mutual Dwight Intermediate ______________
Fixed Income Fund 480,433 4,843
Old Mutual Dwight Short Term Total Affiliated Mutual Funds (Cost $126,233) 104,701
Fixed Income Fund 54,616 540 _____________________________________________________________________
Old Mutual International Bond Fund 626,874 5,404
______________ Money Market Fund - 1.0%
Dreyfus Cash Management Fund,
Total Government/Corporate 38,378 Institutional Class, 0.329% (A) 1,044,309 1,044
_____________________________________________________________________ ______________
Growth - 7.7% Total Money Market Fund (Cost $1,044) 1,044
Old Mutual Advantage Growth Fund 1,171,580 7,322 _____________________________________________________________________
Old Mutual Growth Fund* 37,644 760
______________ Total Investments - 100.4% (Cost $127,277) 105,745
_____________________________________________________________________
Total Growth 8,082
_____________________________________________________________________ Other Assets and Liabilities, Net - (0.4)% (376)
_____________________________________________________________________
Growth-Large Cap - 1.3%
Old Mutual Large Cap Growth Fund* 101,097 1,395 Total Net Assets - 100.0% $ 105,369
______________ _____________________________________________________________________
Total Growth-Large Cap 1,395 For descriptions of abbreviations and footnotes, please refer to
_____________________________________________________________________ page 21.
Growth-Small Cap - 2.0% Other Information:
Old Mutual Strategic
Small Company Fund* 264,287 2,138 The Fund utilizes various inputs in determining the value of its
______________ investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Total Growth-Small Cap 2,138
_____________________________________________________________________ Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted
International Equity - 15.4% prices for similar securities, interest rates, prepayment
Old Mutual International Equity Fund 2,094,190 16,188 speeds, credit risk, etc.)
______________ Level 3 - significant unobservable inputs (including the Fund's
own assumption in determining the fair value of
Total International Equity 16,188 investments)
_____________________________________________________________________
The inputs or methodology used for valuing securities are not
Market Neutral-Equity - 5.3% necessarily an indication of the risk associated with investing in
Old Mutual Analytic those securities. A summary of the inputs used as of July 31, 2009 in
U.S. Long/Short Fund 581,693 5,613 valuing the Fund's net assets were as follows (000):
______________
Total Market Neutral-Equity 5,613 Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________ _____________________________________________________________________
Real Estate - 1.2% Investments
Old Mutual Heitman Global Real Affiliated Mutual Funds $104,701 $- $- $104,701
Estate Securities Fund 195,973 1,260 Money Market Fund 1,044 - - 1,044
______________ _____________________________________________________________________
Total Real Estate 1,260 Total Investments $105,745 $- $- $105,745
_____________________________________________________________________ _____________________________________________________________________
Sector Fund-Real Estate - 0.5% Refer to the "Security Valuation" section of Note 2 for further
Old Mutual Heitman REIT Fund 91,413 467 information.
______________
Total Sector Fund-Real Estate 467
_____________________________________________________________________
Value - 15.1%
Old Mutual Barrow Hanley Value Fund 2,373,020 11,984
Old Mutual Focused Fund 212,024 3,961
______________
Total Value 15,945
_____________________________________________________________________
Value-Mid Cap - 7.1%
Old Mutual TS&W Mid-Cap Value Fund 1,086,531 7,454
______________
Total Value-Mid Cap 7,454
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
12
OLD MUTUAL ASSET ALLOCATION MODERATE GROWTH PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio (the
"Fund") returned (17.27)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U. S.
Aggregate Index returned 7.85%.
o The Fund's relative performance during the period was hurt due to the underperformance of the large-cap value and U.S. real
estate investment trust ("REITs") asset classes. The large-cap growth, emerging markets and international REIT asset classes
helped add relative value.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Strategic Small Company Fund and Old Mutual International Bond Fund were
among the contributors to overall performance.
o Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
detractors from overall performance this year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio (the
"Fund") returned (17.27)% at net asset value, while the S&P 1500 Index returned (19.97)% and the Barclays Capital U.S.
Aggregate Index returned 7.85%. Performance for all share classes can be found on page 15.
Q. What investment environment did the Fund face during the past year?
A. The past year saw two economic environments. From August 2008 through early March 2009, the financial markets continued to be
volatile. What began as a subprime real estate mortgage crisis became a full-blown financial crisis that quickly affected all
markets and led to worldwide asset price deflation. Equity investments around the world suffered devastating losses. Between
August 1, 2008 and March 9, 2009, the S&P 500 Index returned (45.64)%, while the MSCI EAFE® Index returned (51.31)% for the
same period.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented action to
end the global financial crisis. Although Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, believes
long-term headwinds remain that may dampen the pace of a true economic recovery, the S&P 500 Index returned 47.24% from March
10, 2009 through the end of July 2009, while the MSCI EAFE® Index returned 59.88% for the same period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund generally strives for an 80% equity and 20% fixed income allocation. The Fund's performance during the period was hurt
due to the underperformance of the large-cap value and U.S. real estate investment trust ("REIT") asset classes. The large-cap
growth, emerging markets and international REIT asset classes helped add value.
Over the fiscal year, the Fund undertook three dynamic positions: (1) an overweight of U.S. equities relative to U.S. bonds in
September 2008; (2) an underweight of REITs from August 2008 through June 2009; and (3) an underweight of high yield bonds
relative to U.S. bonds in June 2009. Collectively, these positions resulted in an approximate 0% return for the Fund.
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual
Strategic Small Company Fund and Old Mutual International Bond Fund were among the contributors to overall performance. Old
Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
detractors from overall performance this year.
Asset Allocation
Moderate Growth Portfolio
13
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2009
Old Mutual International
Equity Fund 22.2%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Value Fund 13.9%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Core Bond Fund 10.8%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 8.6%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 7.9%
___________________________________________________________________________________
Old Mutual Advantage
Growth Fund 7.9%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 6.3%
___________________________________________________________________________________
Old Mutual Focused Fund 5.1%
___________________________________________________________________________________
Old Mutual Strategic
Small Company Fund 4.1%
___________________________________________________________________________________
Old Mutual Discover
Value Fund 3.0%
___________________________________________________________________________________
As a % of Total
Fund Investments 89.8%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Ibbotson notes that, historically, the market tends to rally near the end of recessions, however, no calendar quarter at the
end of a recession in recent history has had a return higher than the second calendar quarter of 2009. Ibbotson points out that
financial stocks have been one of the fastest recovering sectors since the market rally began in March 2009, and that, in
general, all stocks of leveraged companies reported healthy gains as stock valuations incorporated decreasing interest rate
spreads for riskier borrowers. Ibbotson also notes that most industrialized markets performed positively for the first half of
2009 and some emerging markets have seen gains over 50% in the first half of 2009. Ibbotson believes that a gloomy
macroeconomic picture remains, and that it is unclear whether the recent market rally is justified and whether current
valuations will remain.
Ibbotson points out that for U.S. government bonds, the yield curve has steepened over the past few months and notes three
possible explanations: (1) an expectation of inflation over the next five to ten years; (2) an expectation of increased
government borrowing over upcoming years; or (3) an expectation of an increase in the productivity of capital in the future.
Ibbotson also notes that the recent decrease in spreads on U.S. credit bonds has been substantial, suggesting that panic in the
bond market may be receding.
Ibbotson notes that some REITs that entered the crisis with limited debt are now in a dominant position and have been able to
refinance their debt. Ibbotson notes also that many REITs have been paying dividends in a mix of stocks and cash which allows
them to avoid increasing their debt burden, and instead use cash flows to pay off debt. Ibbotson points out that less leveraged
REITs are using this practice to increase their cash reserves so they can buy at distressed prices. Ibbotson notes that REITs
in several non-U.S. markets have strict limits on leverage, and therefore might be expected to suffer less from the current
restrictive credit market. Currently, dividend yields of non-U.S. REITs appear in line with U.S. REITs, however, non-U.S. REITs
do not pay dividends partially in stock, and Ibbotson believes this may be a concern for yield seeking investors.
Asset Allocation
Moderate Growth Portfolio
14
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (22.05)% 0.38%
Class A without load 09/30/04 (17.27)% 1.62%
Class C with load 09/30/04 (18.64)% 0.87%
Class C without load 09/30/04 (17.90)% 0.87%
Class Z 12/09/05 (17.07)% (1.82)%
Institutional Class 09/30/04 (16.99)% 1.91%
S&P 1500 Index 09/30/04 (19.97)% (0.12)%
Barclays Capital U.S. Aggregate Index 09/30/04 7.85% 4.86%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the supplement dated January 2, 2009 to the prospectus dated November 19, 2008) are 2.03% and 1.53%;
2.63% and 2.28%; 5.17% and 1.28%; and 1.78% and 1.28%, respectively. Expenses are based on estimated amounts for the current fiscal
year.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Asset Allocation Moderate Growth Portfolio, Class A | Old Mutual Asset Allocation Moderate Growth Portfolio, Class C | Old Mutual Asset Allocation Moderate Growth Portfolio, Institutional Class | S&P 1500 Index | Barclays Capital U.S. Aggregate Index | |
| 9/30/04 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/05 | 10,661 | 11,244 | 11,343 | 11,359 | 10,255 | |
| 7/31/06 | 11,469 | 12,009 | 12,235 | 11,954 | 10,405 | |
| 7/31/07 | 13,361 | 13,886 | 14,283 | 13,879 | 10,985 | |
| 7/31/08 | 12,311 | 12,699 | 13,199 | 12,420 | 11,661 | |
| 7/31/09 | 10,185 | 10,426 | 10,957 | 9,940 | 12,576 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class A, Class C
and Institutional Class shares on the inception date of 9/30/04 to an investment made in unmanaged securities indexes on that date.
The performance of the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's
performance in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Sector Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.9% | |
| Government/Corporate | 15.2% | |
| Growth | 8.8% | |
| Growth-Large Cap | 0.9% | |
| Growth-Small Cap | 4.1% | |
| International Equity | 22.2% | |
| Market Neutral-Equity | 6.3% | |
| Real Estate | 2.4% | |
| Sector Fund-Real Estate | 0.7% | |
| Value | 19.0% | |
| Value-Mid Cap | 8.6% | |
| Value-Small Cap | 10.9% | |
15
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO - concluded
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 99.3% Value-Small Cap - 10.9%
Old Mutual Discover Value Fund 502,812 $ 3,831
Government/Corporate - 15.3% Old Mutual TS&W Small Cap Value Fund 709,921 10,022
Old Mutual Barrow ______________
Hanley Core Bond Fund 1,312,928 $ 13,773
Old Mutual Dwight High Yield Fund 150,719 1,480 Total Value-Small Cap 13,853
Old Mutual Dwight Intermediate ______________
Fixed Income Fund 55,343 558
Old Mutual International Bond Fund 411,396 3,546 Total Affiliated Mutual Funds (Cost $165,007) 125,758
______________ _____________________________________________________________________
Total Government/Corporate 19,357 Money Market Fund - 1.0%
_____________________________________________________________________ Dreyfus Cash Management Fund,
Institutional Class, 0.329% (A) 1,191,048 1,191
Growth - 8.8% ______________
Old Mutual Advantage Growth Fund 1,598,449 9,990
Old Mutual Growth Fund* 56,415 1,139 Total Money Market Fund (Cost $1,191) 1,191
______________ _____________________________________________________________________
Total Growth 11,129 Total Investments - 100.3% (Cost $166,198) 126,949
_____________________________________________________________________ _____________________________________________________________________
Growth-Large Cap - 0.9% Other Assets and Liabilities, Net - (0.3)% (338)
Old Mutual Large Cap Growth Fund* 81,236 1,121 _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 126,611
Total Growth-Large Cap 1,121 _____________________________________________________________________
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to page
Growth-Small Cap - 4.1% 21.
Old Mutual Strategic
Small Company Fund* 646,213 5,228 Other Information:
______________
The Fund utilizes various inputs in determining the value of its
Total Growth-Small Cap 5,228 investments as of the reporting period end. These inputs are
_____________________________________________________________________ summarized in three broad levels as follows:
International Equity - 22.2% Level 1 - quoted prices in active markets for identical
Old Mutual International Equity Fund 3,640,339 28,140 securities
______________ Level 2 - other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment
Total International Equity 28,140 speeds, credit risk, etc.)
_____________________________________________________________________ Level 3 - significant unobservable inputs (including the Fund's
own assumption in determining the fair value of
Market Neutral-Equity - 6.3% investments)
Old Mutual Analytic
U.S. Long/Short Fund 827,720 7,988 The inputs or methodology used for valuing securities are not
______________ necessarily an indication of the risk associated with investing in
those securities. A summary of the inputs used as of July 31, 2009 in
Total Market Neutral-Equity 7,988 valuing the Fund's net assets were as follows (000):
_____________________________________________________________________
Real Estate - 2.5% Description Level 1 Level 2 Level 3 Total
Old Mutual Heitman Global Real _____________________________________________________________________
Estate Securities Fund 481,683 3,097
______________ Investments
Affiliated Mutual Funds $125,758 $- $- $125,758
Total Real Estate 3,097 Money Market Fund 1,191 - - 1,191
_____________________________________________________________________ _____________________________________________________________________
Sector Fund-Real Estate - 0.7% Total Investments $126,949 $- $- $126,949
Old Mutual Heitman REIT Fund 162,575 831 _____________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further
Total Sector Fund-Real Estate 831 information.
_____________________________________________________________________
Value - 19.0%
Old Mutual Barrow Hanley Value Fund 3,489,793 17,623
Old Mutual Focused Fund 345,079 6,446
______________
Total Value 24,069
_____________________________________________________________________
Value-Mid Cap - 8.6%
Old Mutual TS&W
Mid-Cap Value Fund 1,595,506 10,945
______________
Total Value-Mid Cap 10,945
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
16
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Growth Portfolio (the "Fund")
underperformed its benchmark, the S&P 1500 Index. The Fund's Class A shares posted a (23.55)% return at net asset value versus
a (19.97)% return for the benchmark.
o The Fund's relative performance during the period was hurt due to the underperformance of the large-cap value and U.S. real
estate investment trust ("REIT") asset classes. The large-cap growth, emerging markets and international REIT asset classes
helped add relative value.
o Old Mutual Clay Finlay Emerging Markets Fund, Old Mutual Strategic Small Company Fund and Old Mutual TS&W Small Cap Value Fund
were among the contributors to overall performance.
o Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual Barrow Hanley Value Fund were among the
detractors from overall performance this year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, Class A shares of the Old Mutual Asset Allocation Growth Portfolio (the "Fund")
underperformed its benchmark, the S&P 1500 Index. The Fund's Class A shares posted a (23.55)% return at net asset value versus
a (19.97)% return for the benchmark. Performance for all share classes can be found on page 19.
Q. What investment environment did the Fund face during the past year?
A. The past year saw two economic environments. From August 2008 through early March 2009, the financial markets continued to be
volatile. What began as a subprime real estate mortgage crisis became a full-blown financial crisis that quickly affected all
markets and led to worldwide asset price deflation. Equity investments around the world suffered devastating losses. Between
August 1, 2008 and March 9, 2009, the S&P 500 Index returned (45.64)%, while the MSCI EAFE® Index returned (51.31)% for the
same period.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented action to
end the global financial crisis. Although Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, believes
long-term headwinds remain that may dampen the pace of a true economic recovery, the S&P 500 Index returned 47.24% from March
10, 2009 through the end of July 2009, while the MSCI EAFE® Index returned 59.88% for the same period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund has an all equity allocation. The Fund's performance during the period was hurt due to the underperformance of the
large-cap value and U.S. real estate investment trust ("REIT") asset classes. The large-cap growth, emerging markets and
international REIT asset classes helped add value.
Over the fiscal year, the Fund undertook one dynamic position which was an underweight to REITs from August 2008 through June
2009. This position resulted in a positive return for the Fund.
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Clay Finlay Emerging Markets Fund, Old
Mutual Strategic Small Company Fund and Old Mutual TS&W Small Cap Value Fund were among the contributors to overall
performance. Old Mutual Advantage Growth Fund, Old Mutual International Equity Fund and Old Mutual Barrow Hanley Value Fund
were among the detractors from overall performance this year.
Q. What is the investment outlook?
A. Ibbotson notes that, historically, the market tends to rally near the end of recessions, however, no calendar quarter at the
end of a recession in recent history has had a return higher than the second calendar quarter of 2009. Ibbotson points out that
financial stocks have been one of the fastest recovering sectors since the market rally began in March 2009, and that, in
general, all stocks of leveraged companies reported healthy gains as stock valuations incorporated decreasing interest rate
spreads for riskier borrowers. Ibbotson also notes that most industrialized markets performed positively for the first half of
2009 and some emerging markets have seen gains over 50% in the first half of 2009. Ibbotson believes that a gloomy
macroeconomic picture remains, and that it is unclear whether the recent market rally is justified and whether current
valuations will remain.
Asset Allocation Growth Portfolio
17
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2009
Old Mutual International
Equity Fund 26.5%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Value Fund 18.0%
___________________________________________________________________________________
Old Mutual Advantage
Growth Fund 12.3%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 8.5%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 7.2%
___________________________________________________________________________________
Old Mutual Focused Fund 6.2%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 6.2%
___________________________________________________________________________________
Old Mutual Strategic
Small Company Fund 4.8%
___________________________________________________________________________________
Old Mutual Heitman
Global Real Estate
Securities Fund 4.4%
___________________________________________________________________________________
Old Mutual Discover
Value Fund 3.2%
___________________________________________________________________________________
As a % of Total
Fund Investments 97.3%
___________________________________________________________________________________
Ibbotson points out that for U.S. government bonds, the yield curve has steepened over the past few months and notes three possible
explanations: (1) an expectation of inflation over the next five to ten years; (2) an expectation of increased government borrowing
over upcoming years; or (3) an expectation of an increase in the productivity of capital in the future. Ibbotson also notes that the
recent decrease in spreads on U.S. credit bonds has been substantial, suggesting that panic in the bond market may be receding.
Ibbotson notes that some REITs that entered the crisis with limited debt are now in a dominant position and have been able to
refinance their debt. Ibbotson notes also that many REITs have been paying dividends in a mix of stocks and cash which allows them
to avoid increasing their debt burden, and instead use cash flows to pay off debt. Ibbotson points out that less leveraged REITs are
using this practice to increase their cash reserves so they can buy at distressed prices. Ibbotson notes that REITs in several
non-U.S. markets have strict limits on leverage, and therefore might be expected to suffer less from the current restrictive credit
market. Currently, dividend yields of non-U.S. REITs appear in line with U.S. REITs, however, non-U.S. REITs do not pay dividends
partially in stock, and Ibbotson believes this may be a concern for yield seeking investors.
Asset Allocation Growth Portfolio
18
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (27.93)% (0.58)%
Class A without load 09/30/04 (23.55)% 0.65%
Class C with load 09/30/04 (24.85)% (0.11)%
Class C without load 09/30/04 (24.16)% (0.11)%
Class Z 12/09/05 (23.40)% (4.30)%
Institutional Class 09/30/04 (23.34)% 0.88%
S&P 1500 Index 09/30/04 (19.97)% (0.12)%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the supplement dated January 2, 2009 to the prospectus dated November 19, 2008) are 2.05% and 1.60%;
2.82% and 2.35%; 6.99% and 1.35%; and 1.67% and 1.35%, respectively. Expense are based on estimated amounts for the current fiscal
year.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Asset Allocation Growth Portfolio, Class A | Old Mutual Asset Allocation Growth Portfolio, Class C | Old Mutual Asset Allocation Growth Portfolio, Institutional Class | S&P 1500 Index | |
| 9/30/04 | 9,425 | 10,000 | 10,000 | 10,000 | |
| 7/31/05 | 11,019 | 11,615 | 11,713 | 11,359 | |
| 7/31/06 | 12,094 | 12,657 | 12,894 | 11,954 | |
| 7/31/07 | 14,362 | 14,917 | 15,344 | 13,879 | |
| 7/31/08 | 12,718 | 13,115 | 13,607 | 12,420 | |
| 7/31/09 | 9,723 | 9,947 | 10,432 | 9,940 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class A, Class C
and Institutional Class shares on the inception date of 9/30/04 to an investment made in an unmanaged securities index on that date.
The performance of the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's
performance in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Sector Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.5% | |
| Growth | 12.5% | |
| Growth-Small Cap | 4.8% | |
| International Equity | 26.5% | |
| Market Neutral-Equity | 6.2% | |
| Real Estate | 4.4% | |
| Sector Fund-Real Estate | 2.0% | |
| Value | 24.2% | |
| Value-Mid Cap | 7.2% | |
| Value-Small Cap | 11.7% | |
19
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - concluded
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1)- 99.8% Money Market Fund - 0.5%
Dreyfus Cash Management Fund,
Growth - 12.5% Institutional Class, 0.329% (A) 465,267 $ 465
Old Mutual Advantage Growth Fund 1,725,170 $ 10,782 ______________
Old Mutual Growth Fund* 7,509 152
______________ Total Money Market Fund (Cost $465) 465
_____________________________________________________________________
Total Growth 10,934
_____________________________________________________________________ Total Investments - 100.3% (Cost $124,379) 87,484
_____________________________________________________________________
Growth-Small Cap - 4.8%
Old Mutual Strategic Other Assets and Liabilities, Net - (0.3)% (290)
Small Company Fund* 517,942 4,190 _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 87,194
Total Growth-Small Cap 4,190 _____________________________________________________________________
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to page
International Equity - 26.6% 21.
Old Mutual International Equity Fund 2,998,183 23,176
______________ Other Information:
Total International Equity 23,176 The Fund utilizes various inputs in determining the value of its
_____________________________________________________________________ investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Market Neutral-Equity - 6.2%
Old Mutual Analytic Level 1 - quoted prices in active markets for identical securities
U.S. Long/Short Fund 561,348 5,417 Level 2 - other significant observable inputs (including quoted
______________ prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.)
Total Market Neutral-Equity 5,417 Level 3 - significant unobservable inputs (including the Fund's own
_____________________________________________________________________ assumption in determining the fair value of investments)
Real Estate - 4.4% The inputs or methodology used for valuing securities are not
Old Mutual Heitman Global Real necessarily an indication of the risk associated with investing in
Estate Securities Fund 594,434 3,822 those securities. A summary of the inputs used as of July 31, 2009 in
______________ valuing the Fund's net assets were as follows (000):
Total Real Estate 3,822 Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________ _____________________________________________________________________
Sector Fund-Real Estate - 2.0% Investments
Old Mutual Heitman REIT Fund 345,883 1,768 Affiliated Mutual Funds $87,019 $- $- $87,019
______________ Money Market Fund 465 - - 465
_____________________________________________________________________
Total Sector Fund-Real Estate 1,768
_____________________________________________________________________ Total Investments $87,484 $- $- $87,484
_____________________________________________________________________
Value - 24.3%
Old Mutual Barrow Hanley Value Fund 3,110,635 15,709 Refer to the "Security Valuation" section of Note 2 for further
Old Mutual Focused Fund 291,221 5,440 information.
______________
Total Value 21,149
_____________________________________________________________________
Value-Mid Cap - 7.2%
Old Mutual TS&W
Mid-Cap Value Fund 916,526 6,287
______________
Total Value-Mid Cap 6,287
_____________________________________________________________________
Value-Small Cap - 11.8%
Old Mutual Discover Value Fund 372,973 2,842
Old Mutual TS&W Small Cap Value Fund 526,601 7,434
�� ______________
Total Value-Small Cap 10,276
______________
Total Affiliated Mutual Funds (Cost $123,914) 87,019
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
20
NOTES TO SCHEDULE OF INVESTMENTS
____________________________________________________________________________________________________________________________________
* Non-income producing security.
(1) - Investments are funds within the Old Mutual family of funds and they may be deemed to be under common control because they
may share the same Board of Trustees. Old Mutual Capital, Inc. serves as the investment adviser to all affiliated mutual
funds.
(A) - The rate reported represents the 7-day effective yield as of July 31, 2009.
Cost figures are shown with "000's" omitted.
21
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2009
________________________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual Old Mutual Old Mutual
Asset Allocation Asset Allocation Asset Allocation Asset Allocation
Conservative Balanced Moderate Growth Growth
Portfolio Portfolio Portfolio Portfolio
________________________________________________________________________________________________________________________________________________________
Assets:
Investment in Affiliated Funds, at cost $ 53,552 $ 126,233 $ 165,007 $ 123,914
Investment in Unaffiliated Funds, at cost 380 1,044 1,191 465
________________________________________________________________________________________________________________________________________________________
Investment in Affiliated Funds, at value $ 51,048 $ 104,701 $ 125,758 $ 87,019
Investment in Unaffiliated Funds, at value 380 1,044 1,191 465
Receivable for Capital Shares Sold 50 322 58 64
Receivable for Investment Securities Sold - 1,813 3,266 2,422
Receivable from Investment Adviser 2 - 18 7
Receivable for Dividends from Affiliated Funds 149 193 91 -
________________________________________________________________________________________________________________________________________________________
Total Assets 51,629 108,073 130,382 89,977
________________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased 150 2,007 3,357 2,422
Payable for Capital Shares Redeemed 56 545 223 224
Payable to Investment Adviser - 10 - -
Payable for Administration Fees 4 9 10 7
Payable for Distribution & Service Fees 7 16 19 10
Payable for Management Fees 8 18 26 18
Payable for Trustees' Fees 1 2 1 1
Accrued Expenses 55 97 135 101
________________________________________________________________________________________________________________________________________________________
Total Liabilities 281 2,704 3,771 2,783
________________________________________________________________________________________________________________________________________________________
Net Assets $ 51,348 $ 105,369 $ 126,611 $ 87,194
________________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 55,716 $ 140,641 $ 187,139 $ 141,226
Undistributed Net Investment Income 180 210 709 718
Accumulated Net Realized Loss on Investments (2,044) (13,950) (21,988) (17,855)
Net Unrealized Depreciation on Investments (2,504) (21,532) (39,249) (36,895)
________________________________________________________________________________________________________________________________________________________
Net Assets $ 51,348 $ 105,369 $ 126,611 $ 87,194
________________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 13,632 $ 25,356 $ 25,782 $ 20,556
Net Assets - Class C 31,465 77,330 92,373 48,126
Net Assets - Class Z 234 672 508 667
Net Assets - Institutional Class 6,017 2,011 7,948 17,845
________________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 1,384,744 2,732,266 2,905,471 2,374,367
Outstanding Shares of Beneficial Interest - Class C 3,210,940 8,347,994 10,651,499 5,796,829
Outstanding Shares of Beneficial Interest - Class Z 23,745 72,237 56,739 76,036
Outstanding Shares of Beneficial Interest - Institutional Class 610,191 217,314 888,555 2,034,862
________________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 9.84 $ 9.28 $ 8.87 $ 8.66
________________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 10.44 $ 9.85 $ 9.41 $ 9.19
________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C^† $ 9.80 $ 9.26 $ 8.67 $ 8.30
________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 9.85 $ 9.30 $ 8.95 $ 8.77
________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share -
Institutional Class^ $ 9.86 $ 9.26 $ 8.95 $ 8.77
________________________________________________________________________________________________________________________________________________________
† Class C shares have a contingent deferred sales charge. For a description of a possible sales charge, please see the Fund's Prospectus.
^ Net Assets divided by shares may not calculate to the stated NAV because these amounts are shown rounded.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
22
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2009
________________________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual Old Mutual Old Mutual
Asset Allocation Asset Allocation Asset Allocation Asset Allocation
Conservative Balanced Moderate Growth Growth
Portfolio Portfolio Portfolio Portfolio
________________________________________________________________________________________________________________________________________________________
Investment Income:
Dividends from Affiliated Funds $ 2,573 $ 4,611 $ 3,587 $ 1,580
Dividends 6 15 16 11
________________________________________________________________________________________________________________________________________________________
Total Investment Income 2,579 4,626 3,603 1,591
________________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 91 239 343 231
Administration Fees 46 119 137 92
Trustees' Fees 11 31 34 23
Custodian Fees (16) (31) (19) (42)
Professional Fees 28 65 70 45
Registration and SEC Fees 71 43 48 50
Printing Fees 10 38 69 46
Transfer Agent Fees 50 132 264 209
Distribution and Service Fees:
Class A 32 77 76 60
Class C 303 836 997 513
Other Expenses 4 (11) 24 16
________________________________________________________________________________________________________________________________________________________
Total Expenses 630 1,538 2,043 1,243
________________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (91) (151) (343) (231)
Reimbursement of Other Expenses by Investment Adviser (20) - (186) (148)
Expense Reduction (1) - (1) (1) (1)
________________________________________________________________________________________________________________________________________________________
Net Expenses 519 1,386 1,513 863
________________________________________________________________________________________________________________________________________________________
Net Investment Income 2,060 3,240 2,090 728
________________________________________________________________________________________________________________________________________________________
Net Realized Loss from Affiliated Funds (2) (3,975) (23,295) (38,313) (28,071)
Net Capital Gain Distributions Received from Affiliated Funds (2) 638 1,588 1,321 792
Net Change in Unrealized Appreciation (Depreciation) on Investments 190 (4,606) (8,437) (11,189)
________________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Loss on Investments (3,147) (26,313) (45,429) (38,468)
________________________________________________________________________________________________________________________________________________________
Decrease in Net Assets Resulting from Operations $(1,087) $(23,073) $(43,339) $(37,740)
________________________________________________________________________________________________________________________________________________________
(1) All expense reductions are for transfer agent expenses. See Note 2.
(2) See Note 7 for total net realized gain (loss) on investments in Affiliated Funds.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
23
STATEMENTS OF CHANGES IN NET ASSETS (000)
________________________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual Old Mutual Old Mutual
Asset Allocation Asset Allocation Asset Allocation Asset Allocation
Conservative Balanced Moderate Growth Growth
Portfolio Portfolio Portfolio Portfolio
________________________________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08
________________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income $ 2,060 $ 1,139 $ 3,240 $ 2,113 $ 2,090 $ 485 $ 728 $ 138
Net Realized Gain (Loss) from Investments
and Foreign Currency Transactions (3,337) 3,198 (21,707) 18,057 (36,992) 31,241 (27,279) 21,389
Net Increase from Payment by Affiliates (1) - - - 3 - 6 - 5
Net Change in Unrealized Appreciation (Depreciation)
on Investments Forward Foreign Currency Contracts
and Foreign Currency Transactions 190 (4,744) (4,606) (28,992) (8,437) (52,033) (11,189) (42,639)
________________________________________________________________________________________________________________________________________________________
Net Decrease in Net Assets Resulting from Operations (1,087) (407) (23,073) (8,819) (43,339) (20,301) (37,740) (21,107)
________________________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A (780) (387) (1,272) (1,092) (587) (692) - (823)
Class C (1,442) (751) (2,163) (2,322) (969) (2,629) - (1,844)
Class Z (12) (17) (30) (14) (11) (6) - (10)
Institutional Class (104) (179) (196) (135) (147) (77) - (259)
Net Realized Gains from Investment Transactions:
Class A (295) (307) (1,669) (2,504) (2,257) (2,936) (1,804) (2,674)
Class C (664) (653) (4,327) (5,850) (7,891) (8,937) (4,015) (4,960)
Class Z (4) (14) (33) (32) (34) (27) (41) (33)
Institutional Class (46) (137) (205) (71) (475) (351) (1,203) (897)
________________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions (3,347) (2,445) (9,895) (12,020) (12,371) (15,655) (7,063) (11,500)
________________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 7,206 8,004 8,898 14,930 3,676 16,345 3,171 15,128
Shares Issued upon Reinvestment of Distributions 809 566 2,360 2,851 2,280 2,736 1,341 2,429
Redemption Fees - - 2 - - - - -
Shares Redeemed (8,949) (4,552) (21,304) (18,149) (19,500) (16,989) (14,341) (20,216)
________________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (934) 4,018 (10,044) (368) (13,544) 2,092 (9,829) (2,659)
________________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 12,306 19,126 13,644 48,350 13,331 54,274 7,332 26,517
Shares Issued upon Reinvestment of Distributions 1,091 719 3,455 4,333 4,804 5,832 2,553 4,253
Redemption Fees - - 3 1 1 - - -
Shares Redeemed (13,372) (9,650) (37,633) (26,943) (39,660) (40,683) (19,285) (24,936)
________________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions 25 10,195 (20,531) 25,741 (21,524) 19,423 (9,400) 5,834
________________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 54 335 162 255 10 120 92 209
Shares Issued upon Reinvestment of Distributions 16 31 62 46 45 33 41 43
Shares Redeemed (448) (213) (138) (76) (1) (5) (4) (15)
________________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions (378) 153 86 225 54 148 129 237
________________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 6,622 1,171 1,326 5,411 2,709 3,472 4,961 12,686
Shares Issued upon Reinvestment of Distributions 150 316 401 206 622 427 1,203 1,155
Shares Redeemed (7,259) (76) (4,873) (13,628) (2,567) (7,538) (6,582) (11,266)
________________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions (487) 1,411 (3,146) (8,011) 764 (3,639) (418) 2,575
________________________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Derived from Capital
Shares Transactions (1,774) 15,777 (33,635) 17,587 (34,250) 18,024 (19,518) 5,987
________________________________________________________________________________________________________________________________________________________
Total Increase (Decrease) in Net Assets (6,208) 12,925 (66,603) (3,252) (89,960) (17,932) (64,321) (26,620)
________________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 57,556 44,631 171,972 175,224 216,571 234,503 151,515 178,135
________________________________________________________________________________________________________________________________________________________
End of Period $51,348 $57,556 $105,369 $171,972 $126,611 $216,571 $ 87,194 $151,515
________________________________________________________________________________________________________________________________________________________
Undistributed Net Investment Income/(Accumulated
Net Investment Loss) $ 180 $ 96 $ 210 $ (14) $ 709 $ (8) $ 718 $ (10)
________________________________________________________________________________________________________________________________________________________
(1) See Note 2.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
24
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)
60; Ratio of
60; Expenses to
Realized & #160; Average Net Ratio of Net
Net and Net ��Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Net Ratio (Excluding Income
Value Investment Gains Total from Net from Dividends Value Assets of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total End to Average Expense to Average Turnover
of Period (Loss)* Securities* Fees Operations Income Gains Distributions of Period Return† of Period Net Assets††,(1) Reductions)††,(1) Net Assets†† Rate†
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO
Class A
2009 $10.76 $ 0.48 $(0.61) $- $(0.13) $(0.57) $(0.22) $(0.79) $ 9.84 (0.49)% $ 13,632 0.65% 0.86% 5.09% 39.55%
2008 11.30 0.29 (0.25) - 0.04 (0.31) (0.27) (0.58) 10.76 0.24% 15,858 0.93% 1.31% 2.62% 49.27%
2007 10.64 0.30 0.69 - 0.99 (0.28) (0.05) (0.33) 11.30 9.40% 12,605 1.50% 1.94% 2.73% 130.47%
2006 10.53 0.26 0.10 - 0.36 (0.20) (0.05) (0.25) 10.64 3.39% 8,588 1.50% 2.35% 2.46% 146.8 4%
2005** 10.00 0.16 0.47 - 0.63 (0.10) - (0.10) 10.53 6.36% 6,684 1.50% 4.68% 1.87% &# 160; 170.31%
Class C
2009 $10.66 $ 0.39 $(0.58) $- $(0.19) $(0.45) $(0.22) $(0.67) $ 9.80 (1.20)% $ 31,465 1.41% 1.54% 4.23% 39.55%
2008 11.25 0.21 (0.25) - (0.04) (0.28) (0.27) (0.55) 10.66 (0.47)% 34,242 1.67% 1.95% 1.86% 49.27%
2007 10.60 0.22 0.68 - 0.90 (0.20) (0.05) (0.25) 11.25 8.57% 25,812 2.25% 2.57% 1.98% 130.47%
2006 10.50 0.18 0.10 - 0.28 (0.13) (0.05) (0.18) 10.60 2.63% 18,253 2.25% 2.75% 1.74% 146.84%
2005** 10.00 0.10 0.47 - 0.57 (0.07) - (0.07) 10.50 5.75% 7,914 2.25% 4.92% 1.15% &# 160; 170.31%
Class Z
2009 $10.78 $ 0.44 $(0.54) $- $(0.10) $(0.61) $(0.22) $(0.83) $ 9.85 (0.17)% $ 234 0.40% 7.77% 4.56% 39.55%
2008 11.30 0.32 (0.25) - 0.07 (0.32) (0.27) (0.59) 10.78 0.54% 640 0.67% 4.34% 2.86% ;49.27%
2007 10.65 0.34 0.67 - 1.01 (0.31) (0.05) (0.36) 11.30 9.55% 514 1.25% 11.45% 3.01% 130.47%
2006*** 10.60 0.19 0.09 - 0.28 (0.18) (0.05) (0.23) 10.65 2.63% 1 1.25% 757.79% 2.80% 146.84%
Institutional Class
2009 $10.79 $ 0.47 $(0.58) $- $(0.11) $(0.60) $(0.22) $(0.82) $ 9.86 (0.19)% $ 6,017 0.40% 1.43% 4.85% 39.55%
2008 11.32 0.32 (0.26) - 0.06 (0.32) (0.27) (0.59) 10.79 0.41% 6,816 0.69% 1.05% 2.87% 49.27%
2007 10.65 0.33 0.70 - 1.03 (0.31) (0.05) (0.36) 11.32 9.74% 5,700 1.25% 1.60% 2.98% 130.4 7%
2006 10.54 0.29 0.10 - 0.39 (0.23) (0.05) (0.28) 10.65 3.64% 5,588 1.25% 1.75% 2.71% 146.8 4%
2005** 10.00 0.16 0.50 - 0.66 (0.12) - (0.12) 10.54 6.60% 5,193 1.25% 6.95% 1.82% &# 160; 170.31%
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO
Class A
2009 $11.27 $ 0.29 $(1.46) $- $(1.17) $(0.36) $(0.46) $(0.82) $ 9.28 (9.30)% $ 25,356 0.65% 0.79% 3.30% 29.74%
2008 12.68 0.21 (0.74)# - (0.53) (0.26) (0.62) (0.88) 11.27 (4.59)%# 44,959 0.94% 1.13% 1.71% 51.96%
2007 11.45 0.20 1.41 - 1.61 (0.17) (0.21) (0.38) 12.68 14.20% 51,321 1.55% 1.69% 1.59% 121.42%
2006 11.02 0.16 0.47 - 0.63 (0.12) (0.08) (0.20) 11.45 5.76% 37,679 1.55% 1.82% 1.40% 129.99%
2005** 10.00 0.10 0.98 - 1.08 (0.06) - (0.06) 11.02 10.83% 19,481 1.55% 4.42% 1.13% 125.19%
Class C
2009 $11.17 $ 0.22 $(1.44) $- $(1.22) $(0.23) $(0.46) $(0.69) $ 9.26 (10.00)% $ 77,330 1.40% 1.51% 2.46% 29.74%
2008 12.64 0.11 (0.73)# - (0.62) (0.23) (0.62) (0.85) 11.17 (5.34)%# 120,085 1.67% 1.85% 0.92% 51.96%
2007 11.42 0.10 1.41 - 1.51 (0.08) (0.21) (0.29) 12.64 13.38% 109,348 2.30% 2.44% 0.85% 121.42%
2006 11.00 0.07 0.48 - 0.55 (0.05) (0.08) (0.13) 11.42 5.00% 61,845 2.30% 2.54% 0.66% 129.99%
2005** 10.00 0.03 1.00 - 1.03 (0.03) - (0.03) 11.00 10.31% 24,342 2.30% 4.92% 0.38% 125.19%
Class Z
2009 $11.31 $ 0.31 $(1.46) $- $(1.15) $(0.40) $(0.46) $(0.86) $ 9.30 (9.00)% $ 672 0.40% 1.41% 3.53% 29.74%
2008 12.70 0.23 (0.74)# - (0.51) (0.26) (0.62) (0.88) 11.31 (4.40)%# 732 0.65% 5.13% 1.91% 51.96%
2007 11.46 0.26 1.39 - 1.65 (0.20) (0.21) (0.41) 12.70 14.55% 586 1.30% 11.24% 2.02% 121.4 2%
2006*** 11.26 0.12 0.28 - 0.40 (0.12) (0.08) (0.20) 11.46 3.57% 1 1.30% 771.22% 1.60% 129.99%
Institutional Class
2009 $11.28 $ 0.30 $(1.46) $- $(1.16) $(0.40) $(0.46) $(0.86) $ 9.26 (9.13)% $ 2,011 0.40% 0.58% 3.35% 29.74%
2008 12.71 0.27 (0.78)# - (0.51) (0.30) (0.62) (0.92) 11.28 (4.46)%# 6,196 0.85% 1.41% 2.24% 51.96%
2007 11.46 0.23 1.43 - 1.66 (0.20) (0.21) (0.41) 12.71 14.64% 13,969 1.30% 1.39% 1.84% 121.42%
2006 11.04 0.19 0.46 - 0.65 (0.15) (0.08) (0.23) 11.46 5.91% 12,890 1.30% 1.47% 1.64% 129.99%
2005** 10.00 0.10 1.01 - 1.11 (0.07) - (0.07) 11.04 11.15% 11,303 1.30% 6.08% 1.14% 125.19%
________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
25
FINANCIAL HIGHLIGHTS - concluded
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)
60; Ratio of
60; Expenses to
Realized & #160; Average Net Ratio of Net
Net and Net Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Net Ratio (Excluding Income
Value Investment Gains Total from Net from Dividends Value Assets of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total End to Average Expense to Average Turnover
of Period (Loss)* Securities* Fees Operations Income Gains Distributions of Period Return† of Period Net Assets††,(1) Reductions)††,(1) Net Assets†† Rate†
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION MODERATE GROWTH PORTFOLIO
Class A
2009 $11.91 $ 0.17 $(2.37) $- $(2.20) $(0.16) $(0.68) $(0.84) $ 8.87 (17.27)% $ 25,782 0.57% 0.99% 2.00% 31.90%
2008 13.76 0.10 (1.11)# - (1.01) (0.15) (0.69) (0.84) 11.91 (7.86)%# 52,854 0.89% 1.26% 0.74% 43.04%
2007 12.07 0.11 1.86 - 1.97 (0.07) (0.21) (0.28) 13.76 16.49% 58,969 1.55% 1.73% 0.84% 112.42%
2006 11.30 0.09 0.76 - 0.85 (0.03) (0.05) (0.08) 12.07 7.58% 46,242 1.55% 1.91% 0.76% 111.99%
2005** 10.00 0.06 1.25 - 1.31 (0.01) - (0.01) 11.30 13.11% 17,736 1.55% 4.92% 0.70% 98.50%
Class C
2009 $11.63 $ 0.11 $(2.31) $- $(2.20) $(0.08) $(0.68) $(0.76) $ 8.67 (17.90)% $ 92,373 1.32% 1.69% 1.33% 31.90%
2008 13.59 - (1.08)# - (1.08) (0.19) (0.69) (0.88) 11.63 (8.55)%# 154,281 1.63% 1.88% (0.02)% 43.04%
2007 11.95 0.01 1.84 - 1.85 - (0.21) (0.21) 13.59 15.63% 161,855 2.30% 2.43% 0.09% & #160;112.42%
2006 11.24 - 0.76 - 0.76 - (0.05) (0.05) 11.95 6.80% 95,984 2.30% 2.62% 0.01% 111.99%
2005** 10.00 - 1.24 - 1.24 - - - 11.24 12.44% 30,905 2.30% 5.44% (0.03)% 98.50%
Class Z
2009 $12.02 $ 0.20 $(2.40) $- $(2.20) $(0.19) $(0.68) $(0.87) $ 8.95 (17.07)% $ 508 0.32% 2.64% 2.34% 31.90%
2008 13.84 0.13 (1.11)# - (0.98) (0.15) (0.69) (0.84) 12.02 (7.64)%# 600 0.61% 4.40% 0.97% 43.04%
2007 12.12 0.20 1.83 - 2.03 (0.10) (0.21) (0.31) 13.84 16.91% 530 1.30% 11.43% 1.40% 112.4 2%
2006*** 11.70 0.08 0.43 - 0.51 (0.04) (0.05) (0.09) 12.12 4.45% 1 1.30% 764.76% 0.98% 111.99%
Institutional Class
2009 $12.01 $ 0.19 $(2.38) $- $(2.19) $(0.19) $(0.68) $(0.87) $ 8.95 (16.99)% $ 7,948 0.32% 0.61% 2.21% 31.90%
2008 13.82 0.13 (1.11)# - (0.98) (0.14) (0.69) (0.83) 12.01 (7.59)%# 8,836 0.70% 0.99% 0.98% 43.04%
2007 12.12 0.15 1.86 - 2.01 (0.10) (0.21) (0.31) 13.82 16.74% 13,149 1.30% 1.37% 1.12% 112.42%
2006 11.33 0.12 0.76 - 0.88 (0.04) (0.05) (0.09) 12.12 7.86% 8,136 1.30% 1.56% 1.00% 111.9 9%
2005** 10.00 0.07 1.27 - 1.34 (0.01) - (0.01) 11.33 13.43% 6,279 1.30% 6.81% 0.79% & #160; 98.50%
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
Class A
2009 $12.33 $ 0.10 $(3.12) $- $(3.02) $ - $(0.65) $(0.65) $ 8.66 (23.55)% $ 20,556 0.56% 1.03% 1.14% 27.09%
2008 14.82 0.07 (1.67)# - (1.60) (0.20) (0.69) (0.89) 12.33 (11.45)%# 43,129 0.91% 1.26% 0.48% 45.80%
2007 12.70 0.03 2.34 - 2.37 - (0.25) (0.25) 14.82 18.76% 55,755 1.60% 1.83% 0.24% &# 160; 104.92%
2006 11.68 0.02 1.12 - 1.14 (0.02) (0.10) (0.12) 12.70 9.75% 30,459 1.60% 2.22% 0.17% 94.1 2%
2005** 10.00 0.03 1.66 - 1.69 (0.01) - (0.01) 11.68 16.91% 10,443 1.60% 5.02% 0.33% 59.93%
Class C
2009 $11.95 $ 0.03 $(3.03) $- $(3.00) $ - $(0.65) $(0.65) $ 8.30 (24.16)% $ 48,126 1.31% 1.75% 0.42% 27.09%
2008 14.53 (0.04) (1.61)# - (1.65) (0.24) (0.69) (0.93) 11.95 (12.08)%# 83,127 1.66% 2.01% (0.29)% 45.80%
2007 12.55 (0.07) 2.30 - 2.23 - (0.25) (0.25) 14.53 17.86% 96,805 2.35% 2.56% (0.50)% 104.92%
2006 11.61 (0.07) 1.11 - 1.04 - (0.10) (0.10) 12.55 8.97% 50,152 2.35% 2.93% (0.58)% ;94.12%
2005** 10.00 (0.04) 1.65 - 1.61 - - - 11.61 16.15% 13,256 2.35% 5.63% (0.44)% 59.93%
Class Z
2009 $12.45 $0.12 $(3.15) $- $(3.03) $ - $(0.65) $(0.65) $ 8.77 (23.40)% $ 667 0.32% 3.50% 1.46% 27.09%
2008 14.91 0.09 (1.67)# - (1.58) (0.19) (0.69) (0.88) 12.45 (11.25)%# 750 0.61% 5.47% 0.68% 45.80%
2007 12.74 0.12 2.30 - 2.42 - (0.25) (0.25) 14.91 19.09% 648 1.35% 10.49% 0.77% 0; 104.92%
2006*** 12.23 0.03 0.61 - 0.64 (0.03) (0.10) (0.13) 12.74 5.23% 1 1.35% 758.31% 0.39% 94.1 2%
Institutional Class
2009 $12.44 $0.12 $(3.14) $- $(3.02) $ - $(0.65) $(0.65) $ 8.77 (23.34)% $ 17,845 0.31% 0.50% 1.39% 27.09%
2008 14.91 0.09 (1.68)# - (1.59) (0.19) (0.69) (0.88) 12.44 (11.32)%# 24,509 0.64% 0.84% 0.67% 45.80%
2007 12.75 0.07 2.34 - 2.41 - (0.25) (0.25) 14.91 19.00% 24,927 1.35% 1.38% 0.51% &# 160; 104.92%
2006 11.70 0.06 1.12 - 1.18 (0.03) (0.10) (0.13) 12.75 10.08% 15,304 1.35% 1.68% 0.47% 94.12%
2005** 10.00 0.04 1.67 - 1.71 (0.01) - (0.01) 11.70 17.13% 6,255 1.35% 7.19% 0.43% & #160; 59.93%
________________________________________________________________________________________________________________________________________________________________________________________________________________
* Per share amounts for the year or period are calculated based on average outstanding shares.
** Fund commenced operations September 30, 2004.
*** Class commenced operations on December 9, 2005.
# Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.
† Total returns and portfolio turnover rates are for the period indicated and have not been annualized. Total return would have been lower had certain expenses not been waived by the Adviser during the
year. Returns shown do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude any applicable sales charges.
†† Ratios for periods less than one year have been annualized.
(1) Ratio does not include expenses of the underlying funds.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
26
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2009
1. ORGANIZATION
____________________________________________________________________________________________________________________________________
Old Mutual Funds I (the "Trust"), organized as a Delaware statutory trust on May 27, 2004, is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Trust currently offers ten
series portfolios, of which the following are covered by this Annual Report - the Old Mutual Asset Allocation Conservative
Portfolio, the Old Mutual Asset Allocation Balanced Portfolio, the Old Mutual Asset Allocation Moderate Growth Portfolio and the Old
Mutual Asset Allocation Growth Portfolio (each a "Fund" and collectively, the "Funds"). The Funds commenced operations on September
30, 2004.
The Trust's series portfolios whose financial statements are presented separately are the Old Mutual Analytic Fund, the Old Mutual
Analytic Global Fund, the Old Mutual China Fund (formerly named Old Mutual Clay Finlay China Fund), the Old Mutual International
Equity Fund, the Old Mutual Copper Rock Emerging Growth Fund and the Old Mutual International Bond Fund.
Shareholders may purchase shares of the Funds through four separate classes, Class A, Class C, Class Z and Institutional Class
shares. All classes have equal rights as to earnings, assets and voting privileges, except that each class may have different
distribution costs, dividends, registration costs and shareholder services costs and each class has exclusive voting rights with
respect to its distribution plan. Except for these differences, each share class of each Fund represents an equal proportionate
interest in that Fund. Each Fund is classified as a diversified management investment company. The Funds' prospectus provides a
description of each Fund's investment objective, policies and investment strategies.
Each Fund is a "fund of funds," which seeks to achieve its investment objective by investing in a portfolio of affiliated underlying
equity and fixed income funds that are advised by the Funds' investment adviser, Old Mutual Capital, Inc. (the "Adviser"). In
addition, a portion of its assets may be invested in cash, cash equivalents, or in money market funds. These underlying funds, in
turn, invest in a variety of U.S. and foreign equity and fixed income securities. Under normal circumstances, the Funds expect to
invest their assets among equity and fixed income funds in the following ranges:
Fund Equity Fund Allocation Fixed Income Fund Allocation
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio 20 - 40% 60 - - 80%
Old Mutual Asset Allocation Balanced Portfolio 50 - 70% 30 - - 50%
Old Mutual Asset Allocation Moderate Growth Portfolio 70 - 90% 10 - - 30%
Old Mutual Asset Allocation Growth Portfolio 90 - 100% 0 - - 10%
____________________________________________________________________________________________________________________________________
A brief description of each of the underlying funds that the Funds currently invest in is as follows.
Old Mutual Advantage Growth Fund seeks long-term capital growth. To pursue its objective, the fund normally invests at least 65% of
its net assets in equity securities of medium- and large-cap companies with favorable growth prospects, as evidenced by such factors
as superior revenue growth, high quality of earnings, global distribution, and strong competitive advantages. Effective after the
close of business on August 14, 2009, this fund has been liquidated and is no longer an underlying fund held by the Funds.
Old Mutual Analytic U.S. Long/Short Fund seeks above-average total returns. To pursue its objective, the fund normally invests at
least 80% of its net assets (plus any borrowings for investment purposes) in equity securities of companies whose securities are
traded in U.S. markets. While the fund may invest in companies of any size, it generally invests in large- and mid-cap companies.
The fund may also invest in long and short positions of publicly traded equity securities. The fund's long and short positions may
include equity securities of foreign issuers that are traded in U.S. markets. The fund generally takes long equity positions equal
to approximately 120% of the fund's equity assets excluding cash, and short equity positions equal to approximately 20% of the
fund's equity assets at the time of investment. The fund's long equity exposure ordinarily ranges from 110% to 125% of the fund's
net assets and its short equity exposure ordinarily ranges from 10% to 33% of the fund's net assets. The cash received from short
sales may be used to invest in long equity positions.
Old Mutual Barrow Hanley Core Bond Fund seeks to maximize total return. To pursue its objective, the fund normally invests at least
80% of its net assets in fixed income securities of varying maturities. Fixed income securities may include: U.S. government
securities, including Treasury and agency securities, corporate obligations, inflation-indexed securities, commercial and
residential mortgage-backed securities, collateralized mortgage obligations and asset-backed securities. The fund may invest up to
25% of its total assets in U.S. dollar denominated foreign debt obligations. The fund may also invest up to 20% of its total assets
in non-investment grade securities. The fund has no limitations on the range of maturities of the fixed income securities in which
it can invest and will maintain an average portfolio duration that ranges from 80% to 120% of the average duration of the Barclays
Capital U.S. Aggregate Index. The sub-adviser will attempt to maintain an overall weighted average portfolio credit quality at a
rating of "AA" (or equivalent) or higher from any nationally recognized statistical rating organization ("NRSRO").
Old Mutual Barrow Hanley Value Fund seeks long-term capital growth. The fund is a non-diversified fund. To pursue its objective, the
fund normally invests in equity securities of large- and mid-cap companies with value characteristics. Undervalued stocks are
generally those stocks that are out of favor with investors and, in the opinion of the fund's sub-adviser, are trading at prices
that are below average at the time of purchase in relation to such measures as earnings and book value. These stocks often have
above average dividend yields.
27
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
Old Mutual Discover Value Fund seeks to provide investors with long-term capital growth. To pursue its objective, the fund normally
invests at least 65% of its assets in equity securities of small-cap companies with value characteristics. The fund may also invest
in larger companies if they represent better prospects for capital appreciation. Although the fund normally invests in equity
securities of U.S. companies, it may invest up to 20% of its total assets in foreign securities. Effective after the close of
business on August 14, 2009, this fund has been liquidated and is no longer an underlying fund held by the Funds.
Old Mutual Dwight High Yield Fund seeks to provide investors with a high level of current income. To pursue its objective, the fund
normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in high-yield, below investment-grade
securities including high-yield corporate bonds and loans, municipal bonds, mortgage-backed and asset-backed securities,
income-producing convertible securities, and preferred stocks. The fund may invest up to 30% of its assets in U.S. dollar
denominated foreign debt obligations. The fund may also invest in derivative instruments such as options, futures contracts, credit
default swaps, and swaps and options on indices and may engage in certain investment techniques which create market exposure, such
as dollar rolls. The fund's sub-adviser seeks to maintain a minimum average credit quality for the fund's investments at a rating of
"B" (or equivalent) or higher from any NRSRO. The fund's investment duration typically ranges from 75% to 125% of the average
duration of the Barclays Capital U.S. Corporate High Yield Index.
Old Mutual Dwight Intermediate Fixed Income Fund seeks a high level of current income consistent with relative stability of
principal. To pursue its objective, the fund normally invests at least 80% of its net assets (plus any borrowings for investment
purposes) in a diversified portfolio of fixed income securities of varying maturities. The fund generally invests in investment
grade fixed income securities but may invest up to 15% of its assets in high yield securities. The fund may also invest in
derivative instruments such as options, futures contracts, and options on indices and may engage in certain investment techniques
which create market exposure, such as dollar rolls. The fund's investment duration typically ranges from 75% to 125% of the average
duration of the Barclays Capital Intermediate Aggregate Bond Index. The fund's dollar weighted average maturity will typically be
between 3 and 10 years.
Old Mutual Dwight Short Term Fixed Income Fund seeks a high level of current income consistent with maintaining a relatively high
degree of stability of capital. To pursue its objective, the fund normally invests at least 80% of its net assets (plus any
borrowings for investment purposes) in obligations of the U.S. Government and in investment grade debt securities rated AAA by
Standard & Poor's, Aaa by Moody's Investor Service, Inc. or deemed equivalent by the sub-adviser. The fund's weighted average
maturity will typically be less than 3 years.
Old Mutual Focused Fund seeks above-average total returns over a 3 to 5 year market cycle. The fund is a non-diversified fund. To
pursue its objective, the fund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in
equity securities of small-, medium- and large-cap companies. While the fund may invest in companies of any market capitalization,
the fund generally invests in large-cap companies that the fund's sub-adviser, believes have sustainable long-term growth prospects
but are currently trading at modest relative valuations.
Old Mutual Growth Fund seeks capital appreciation. To pursue its objective, the fund normally invests at least 65% of its net assets
in equity securities of small- and mid-cap companies with favorable growth prospects. While the fund may invest in both small- and
mid-cap companies, the fund primarily invests in mid-cap companies.
Old Mutual Heitman Global Real Estate Securities Fund seeks to provide investors with a total return through a combination of
current income and capital appreciation. To pursue its objective, the fund normally invests at least 80% of its net assets (plus any
borrowings for investment purposes) in securities of both U.S. and foreign real estate companies and companies related to the real
estate industry. The fund's sub-adviser considers a company to be principally engaged in the real estate industry if it derives at
least 50% of its profits or revenues from the ownership, construction, development, management, financing, servicing, sale or
leasing of real estate or has at least 50% of its assets in such real estate. Under normal circumstances, the fund invests at least
40% of its total assets in securities of issuers in foreign countries.
Old Mutual Heitman REIT Fund seeks to provide investors with a high total return consistent with reasonable risk. To pursue its
objective, the fund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in equity
securities of companies principally engaged in the real estate industry, including real estate investment trusts ("REITs"). The
fund's sub-adviser considers a company to be principally engaged in the real estate industry if it derives at least 50% of its
revenues from the ownership, construction, management, financing or sale of commercial, industrial or residential real estate or has
at least 50% of its assets in such real estate.
Old Mutual International Bond Fund seeks high total return and, when consistent with total return, income. To pursue its objective,
the fund normally invests in fixed income securities of foreign government and corporate issuers. Those fixed income securities,
referred to as "bonds," generally include long-term and short-term government bonds, participation interests in loans, corporate
debt obligations, "structured" notes, and other debt obligations. The fund normally invests at least 80% of its net assets, plus
borrowings for investment purposes, in "bonds" and invests in at least three countries other than the United States.
Old Mutual International Equity Fund seeks long-term capital appreciation. To pursue its objective, the fund normally invests at
least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of non-U.S. issuers. The fund
allocates its assets to securities of issuers located in at least 3 non-U.S. countries and may invest in both developed and emerging
markets. Generally, the fund limits its investments in any country to 25% or less of its total assets. However, the fund may invest
more than 25% of its assets in issuers organized in Japan or the United Kingdom or in securities quoted or denominated in the
Japanese yen, the British pound, or the euro.
28
Old Mutual Large Cap Growth Fund seeks to provide investors with long-term capital growth. The fund is classified as a
non-diversified fund. To pursue its objective, the fund normally invests at least 80% of its net assets (plus any borrowings for
investment purposes) in equity securities of large-cap companies with favorable growth prospects. For purposes of this fund, large
cap companies are those companies with market capitalizations within the market capitalization range of those companies in the
Russell 1000® Growth Index. Each sub-adviser will invest the portion of the fund it manages in not more than 40 large-cap companies.
Old Mutual Strategic Small Company Fund seeks capital growth. To pursue its objective, the fund normally invests at least 80% of its
net assets (plus any borrowings for investment purposes) in equity securities of small-cap companies. For purposes of this fund,
small cap companies are those companies with market capitalizations similar to the companies in the Russell 2000® Index.
Old Mutual TS&W Mid-Cap Value Fund seeks long-term growth. To pursue its objective, the fund normally invests at least 80% of its
net assets (plus any borrowings for investment purposes) in equity securities of mid-cap companies with value characteristics. For
purposes of this fund, mid-cap companies are those companies with market capitalizations similar to the companies in the Russell
MidCap® Value Index.
Old Mutual TS&W Small Cap Value Fund seeks long-term capital growth. To pursue its objective, the fund normally invests at least 80%
of its net assets (plus any borrowings for investment purposes) in equity securities of small-cap companies with value
characteristics. For purposes of this fund, small cap companies are those companies with market capitalizations similar to the
companies in the Russell 2000® Value Index.
In the normal course of business, the Funds may enter into various agreements that provide for general indemnifications. Each Fund's
maximum exposure under these arrangements is unknown as any potential exposure involves future claims that may be made against each
Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
____________________________________________________________________________________________________________________________________
The following is a summary of the significant accounting policies followed by the Funds.
Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.
Security Valuation - Investments in underlying funds are valued at the closing net asset value per share of each underlying fund as
reported on each business day. Investment securities of an underlying fund managed by the Adviser, including securities sold short,
that are listed on a securities exchange, market or automated quotation system and for which market quotations are readily
available, including securities traded over-the-counter ("OTC") (except for securities traded on NASDAQ), are valued at the last
quoted sales price on the principal market on which they are traded at the close of trading on the New York Stock Exchange ("NYSE")
(normally 4:00 p.m., Eastern Time) each day that the NYSE is open (the "Valuation Time"), or, if there is no such reported sale at
the Valuation Time, at the most recent quoted bid price reported by the exchange or the OTC market. For securities traded on NASDAQ,
the NASDAQ Official Closing Price provided by NASDAQ each business day will be used. If such prices are not available, these
securities and unlisted securities for which market quotations are not readily available are valued in accordance with Fair Value
Procedures established by each Board of Trustees of the underlying funds (the "Boards"). The underlying funds use pricing services
to report the market value of securities in the portfolios; if the pricing service is not able to provide a price, or the pricing
service quote of valuation is inaccurate or does not reflect the market value of the security, prices may be obtained through market
quotations from independent broker/dealers. If market quotations from these sources are not readily available, securities are valued
in accordance with Fair Value Procedures established by the Boards. The underlying fund's Fair Value Procedures are implemented
through a Valuation Committee (the "Committee") designated by the Boards. Some of the more common reasons that may necessitate that
a security be valued using Fair Value Procedures include: the security's trading has been halted or suspended; the security has been
de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when, under normal
conditions, it would be open; or the security's primary pricing source is not able or willing to provide a price. When a security is
valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into consideration relevant
information reasonably available to the Committee. The valuation is assigned to Fair Valued Securities for purposes of calculating
an underlying fund's net asset value ("NAV"). Debt securities (other than short-term obligations), including listed issues, are
valued on the basis of valuations furnished by a pricing service which utilizes electronic data processing techniques to determine
valuations for normal institutional size trading units of debt securities, without exclusive reliance upon exchange or
over-the-counter prices. Short-term obligations with maturities of 60 days or less may be valued at amortized cost, which
approximates market value. Under this valuation method, acquisition discounts and premiums are accreted and amortized ratably to
maturity and are included in interest income.
29
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
Foreign securities of an underlying fund managed by the Adviser and traded on the foreign exchanges in the Western Hemisphere are
valued based upon quotations from the principal market in which they are traded before the valuation time and are translated from
the local currency into U.S. dollars using current exchange rates. In addition, if quotations are not readily available, or if the
values have been materially affected by events occurring after the closing of a foreign market, assets may be valued in accordance
with the Fair Value Procedures established by the Board.
Foreign securities of an underlying fund managed by the Adviser and traded in countries outside the Western Hemisphere are fair
valued daily by utilizing the quotations of an independent pricing service, unless the underlying fund's investment adviser
determines that use of another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative
models to adjust local prices using factors such as subsequent movement and changes in the prices of indexes, securities and
exchange rates in other markets in determining fair value as of the time the underlying funds calculate the NAVs. The fair value of
the foreign security is translated from the local currency into U.S. dollars using current exchange rates.
Options of an underlying fund managed by the Adviser are valued at the last quoted sales price. If there is no such reported sale on
the valuation date, long option positions are valued at the most recent bid price, and short option positions are valued at the most
recent ask price. Futures contracts of an underlying fund managed by the Adviser are valued at the settlement price established each
day by the board of exchange on which they are traded. The daily settlement prices for financial futures are provided by an
independent source.
The Funds are subject to the provisions of Statement of Financial Account Standards No. 157 Fair Value Measurements, ("SFAS 157").
SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily
available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. The inputs used for valuing
securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation
techniques may result in transfers in or out of an investment's assigned level within the hierarchy during the reporting period. The
aggregate value by input level, as of July 31, 2009, for each Fund's investments is included the Schedule of Investments.
Security Transactions and Investment Income - Security transactions are accounted for on the date the securities are purchased or
sold (trade date). Dividend income and distributions to shareholders are recognized on the ex-dividend date; interest income and
expense is recognized on the accrual basis and includes amortization of premiums and accretion of discounts on investments. Non-cash
dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Costs used in
determining realized capital gains and losses on the sale of investment securities are those of the specific securities sold
adjusted for the accretion and amortization of acquisition discounts and premiums during the respective holding periods, if
applicable.
Dividends and Distributions - Dividends from net investment income for the Funds are declared at least annually, if available,
except Old Mutual Asset Allocation Conservative Portfolio and Old Mutual Asset Allocation Balanced Portfolio, for which dividends
are declared at least quarterly, if available. Distributions of net realized capital gains, for each Fund, are generally made to
shareholders at least annually, if available.
Foreign Currency Conversion - The books and records of the Funds are maintained in U.S. dollars. Foreign currency amounts are
converted into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities at the current rate of exchange; and
(ii) purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the
respective dates of such transactions.
The Funds do not isolate that portion of gains and losses on investment securities that is due to changes in the foreign exchange
rates from that which is due to changes in market prices of such securities.
The Funds report gains and losses on foreign currency related transactions as components of realized gains and losses for financial
reporting purposes, whereas such components are treated as ordinary income or loss for Federal income tax purposes.
Payments by Affiliates - During the year ended July 31, 2008, the Old Mutual Asset Allocation Balanced Portfolio, Old Mutual Asset
Allocation Moderate Growth Portfolio and Old Mutual Asset Allocation Growth Portfolio were reimbursed by a sub-adviser for trading
errors of $3,092, $5,613, and $4,971, respectively.
Other - Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses are
prorated to the Funds on the basis of relative net assets. Class specific expenses, such as distribution and service fees, are borne
by that class. Income, other expenses and realized and unrealized gains and losses of a Fund are allocated to the respective class
on the basis of the relative net assets each day. Additionally, each Fund, as a shareholder in the underlying funds, will also
indirectly bear its pro rata share of the expenses incurred by the underlying funds. These expenses are not reflected in the
expenses shown in the Statements of Operations and are not included in the ratios to average net assets shown in the Financial
Highlights.
The Funds have an arrangement with the transfer agent, DST Systems, Inc., whereby interest earned on uninvested cash balances is
used to offset a portion of the transfer agent expense. The transfer agent fees shown in the Statements of Operations are in total
and do not reflect the expense reductions, if any, which are shown separately.
30
The Funds impose a 2% redemption/exchange fee on total redemption proceeds (after applicable deferred sales charges) of any
shareholder redeeming shares (including redemptions by exchange) of the Funds within 10 calendar days of their purchase. The Funds
charge the redemption/exchange fee to discourage market timing by those shareholders initiating redemptions or exchanges to take
advantage of short-term market movements. The redemption fee will be imposed to the extent that the number of Fund shares redeemed
exceeds the number of Fund shares that have been held for more than 10 calendar days. In determining how long shares of the Fund
have been held, shares held by the investor for the longest period of time will be sold first. The Funds will retain the fee by
crediting Paid-in Capital. For the year ended July 31, 2009, the following redemption fees were collected by the Funds.
Class A Class C Class Z Institutional Class
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 80 $ 22 $- $-
Old Mutual Asset Allocation Balanced Portfolio 2,210 3,334 - -
Old Mutual Asset Allocation Moderate Growth Portfolio - 709 - -
Old Mutual Asset Allocation Growth Portfolio 23 36 - -
____________________________________________________________________________________________________________________________________
3. INVESTMENT ADVISORY FEES, ADMINISTRATIVE FEES
AND OTHER TRANSACTIONS WITH AFFILIATES
____________________________________________________________________________________________________________________________________
Investment Adviser - Old Mutual Capital, Inc. is an indirect, wholly owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH").
OMUSH is a direct, wholly owned subsidiary of OM Group (UK) Limited, which, in turn, is a direct, wholly owned subsidiary of Old
Mutual plc., a London-Exchange listed international financial services firm. The Funds and the Adviser are parties to an Investment
Advisory Agreement (the "Advisory Agreement"), under which the Adviser is paid a monthly fee that is calculated daily and paid
monthly, at an annual rate based on the average daily net assets of each Fund as follows:
Management Fee Asset Level
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio 0.200% Less than $1 billion
0.175% From $1 billion to $2 billion
0.150% From $2 billion to $3 billion
0.125% Greater than $3 billion
Old Mutual Asset Allocation Balanced Portfolio 0.200% Less than $1 billion
0.175% From $1 billion to $2 billion
0.150% From $2 billion to $3 billion
0.125% Greater than $3 billion
Old Mutual Asset Allocation Moderate Growth Portfolio 0.250% Less than $1 billion
0.225% From $1 billion to $2 billion
0.200% From $2 billion to $3 billion
0.175% Greater than $3 billion
Old Mutual Asset Allocation Growth Portfolio 0.250% Less than $1 billion
0.225% From $1 billion to $2 billion
0.200% From $2 billion to $3 billion
0.175% Greater than $3 billion
____________________________________________________________________________________________________________________________________
Expense Limitation Agreements - In the interest of limiting expenses of the Funds, the Adviser has entered into an expense
limitation agreement ("Expense Limitation Agreement") effective January 1, 2009, pursuant to which the Adviser has agreed, in
writing, to waive or limit its fees and to assume other expenses of the Funds to the extent necessary to limit the total annual
expenses (excluding acquired (underlying) fund fees and expenses) to a specified percentage of the Funds' average daily net assets
through the dates specified below.
Institutional Expiration Date
Class A Class C Class Z Class of Expense Limitation
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio 0.61% 1.36% 0.36% 0.36% December 31, 2009
Old Mutual Asset Allocation Balanced Portfolio 0.64% 1.39% 0.39% 0.39% December 31, 2009
Old Mutual Asset Allocation Moderate Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2009
Old Mutual Asset Allocation Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2009
____________________________________________________________________________________________________________________________________
31
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
Prior to January 1, 2009, the Adviser had entered into an expense limitation agreement (the "Former Expense Limitation Agreement")
pursuant to which the Adviser had agreed, in writing, to waive or limit its fees and to assume other expenses of the Funds to the
extent necessary to limit the total annual expenses (including acquired (underlying) fund fees and expenses) to a specified
percentage of the Funds' average daily net assets through December 31, 2008 as follows:
Institutional
Class A Class C Class Z Class
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio 1.50% 2.25% 1.25% 1.25%
Old Mutual Asset Allocation Balanced Portfolio 1.55% 2.30% 1.30% 1.30%
Old Mutual Asset Allocation Moderate Growth Portfolio 1.55% 2.30% 1.30% 1.30%
Old Mutual Asset Allocation Growth Portfolio 1.60% 2.35% 1.35% 1.35%
____________________________________________________________________________________________________________________________________
Reimbursement by the Funds of the advisory fees waived and other expenses paid by the Adviser pursuant to the Former Expense
Limitation Agreement may be made at a later date when a Fund has reached a sufficient asset size to permit reimbursement to be made
without causing the total annual expense rate of the Fund to exceed the expense limitation. Consequently, no reimbursement by these
Funds will be made unless: (i) the Fund's assets exceed $75 million; (ii) such reimbursement does not cause the operating expenses
of the Fund in the year of reimbursement to exceed the expense limitation in effect in the year for which fees are being reimbursed;
and (iii) the payment of such reimbursement was approved by the Board. Moreover, to the extent that the Adviser reimburses advisory
fees or absorbs operating expenses of a Fund, the Adviser may seek payment of such amounts within two fiscal years after the fiscal
year in which fees were reimbursed or absorbed.
Reimbursement by the Funds of advisory fees waived and other expenses paid by the Adviser pursuant to the Expense Limitation
Agreement may be made up to three years after the expenses were reimbursed or absorbed if such reimbursement does not cause the
total operating expenses of the Fund in the year of reimbursement to exceed the expense limitation in effect in the year for which
fees are being reimbursed.
At July 31, 2009, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows (000):
Expires 2010 Expires 2011 Expires 2012 Total
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $182 $ 98 $ 13 $ 293
Old Mutual Asset Allocation Balanced Portfolio 367 155 50 572
Old Mutual Asset Allocation Moderate Growth Portfolio 666 336 218 1,220
Old Mutual Asset Allocation Growth Portfolio 600 278 120 998
____________________________________________________________________________________________________________________________________
During the year ended July 31, 2009, the Adviser was reimbursed the following amounts for previously waived fees:
Total (000)
___________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $26
Old Mutual Asset Allocation Balanced Portfolio 54
Old Mutual Asset Allocation Moderate Growth Portfolio 25
Old Mutual Asset Allocation Growth Portfolio 24
___________________________________________________________________
Sub-Advisory Agreement - The Trust, on behalf of the Funds, and the Adviser have entered into a sub-advisory agreement (the
"Ibbotson Sub-Advisory Agreement") with Ibbotson Associates Advisors, LLC ("Ibbotson"). Ibbotson is a wholly owned subsidiary of
Ibbotson Associates, Inc., which is a wholly owned subsidiary of Morningstar, Inc. For the services provided and expenses incurred
pursuant to the Ibbotson Sub-Advisory Agreement, Ibbotson is entitled to receive from the Adviser a sub-advisory fee with respect to
the average daily net assets of each of the Funds, which is computed and paid monthly at an annual rate equal to the greater of (i)
0.08% for average daily net assets up to $250 million, 0.07% for average daily net assets from $250 million to $500 million, 0.06%
for average daily net assets from $500 million to $750 million, 0.05% for average daily net assets from $750 million to $1 billion,
0.04% for average daily net assets from $1 billion to $2 billion and 0.03% for average daily net assets over $2 billion, or (ii)
$200,000. The Sub-Advisory Agreement obligates Ibbotson to: (i) recommend a continuous investment allocation program for each Fund
in accordance with the Fund's investment objective, policies and limitations; (ii) provide supervision of each Fund's investments;
and (iii) recommend the allocation of the assets of each Fund by specific investment style mandate.
32
Administrative Services Agreement - The Trust and Old Mutual Fund Services (the "Administrator"), a wholly owned subsidiary of the
Adviser, entered into an Administrative Services Agreement (the "Administrative Agreement"), pursuant to which the Administrator
oversees the administration of the Trust's and each Fund's business and affairs, including regulatory reporting and all necessary
office space, equipment, personnel and facilities, as well as services performed by various third parties. The Administrator is
entitled to a fee from the Trust, which is calculated daily and paid monthly, as follows:
Average Daily Net Assets Annual Fee Rate
_____________________________________________________________
$0 to $500 million 0.10%
> $500 million up to $1 billion 0.09%
> $1 billion up to $1.5 billion 0.08%
> $1.5 billion 0.07%
_____________________________________________________________
The Administrative Agreement provides that the Administrator will not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which the Administrative Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties. The
Administrative Agreement will continue in effect unless terminated by either party upon not less than 90 days' prior written notice
to the other party.
The Bank of New York Mellon (the "Sub-Administrator") serves as sub-administrator to the Trust. The Sub-Administrator assists the
Administrator in connection with the administration of the business and affairs of the Trust. Pursuant to a sub-administration and
accounting agreement (the "Sub-Administration Agreement") between the Administrator and the Sub-Administrator, the Administrator
pays the Sub-Administrator as follows: annual rates, based on the combined average daily gross assets of the funds within the Trust,
Old Mutual Funds II and Old Mutual Funds III (the "Old Mutual Complex"), of (1) 0.0475% of the first $6 billion, plus (2) 0.04% of
the average daily gross assets in excess of $6 billion. With regard to the Funds, these fees apply only at the underlying fund
level. In addition, the Administrator pays the Sub-Administrator the following annual fees: (1) $35,000 for each Fund; and (2)
$3,000 per class in excess of three classes for each fund in the Old Mutual Complex. Certain minimum fees apply. The
Sub-Administration Agreement provides that the Sub-Administrator will not be liable for any costs, damages, liabilities or claims
incurred by the Sub-Administrator except those arising out of the Sub-Administrator's or its delegee's or agent's (if such delegee
or agent is a subsidiary of the Sub-Administrator) negligence or willful misconduct or the Sub-Administrator's failure to act in
good faith. In no event shall the Sub-Administrator be liable to the Administrator or any third party for special, indirect or
consequential damages.
Distribution Agreement - Old Mutual Investment Partners (the "Distributor"), a wholly owned subsidiary of the Adviser, and the
Trust are parties to a distribution agreement (the "Distribution Agreement"), pursuant to which the Distributor serves as principal
underwriter for the Trust's shares. The Distributor receives no compensation for serving in such capacity, except as provided in
separate Distribution Plans and Service Plans.
The Distribution Agreement is renewable annually. The Distribution Agreement may be terminated by the Distributor, by a majority
vote of the Trustees who are not "interested persons" (as defined in the 1940 Act) and have no financial interest in the
Distribution Agreement or by a majority vote of the outstanding securities of the Trust upon not more than 90 days' written notice
by either party or upon assignment by the Distributor.
The Trust has adopted a Distribution Plan for each of Class A and Class C shares pursuant to Rule 12b-1 under the 1940 Act to enable
the Class A and Class C shares of each Fund to directly and indirectly bear certain expenses relating to the distribution of such
shares. The Trust has also adopted a Service Plan to enable the Class A and Class C shares of each Fund to directly and indirectly
bear certain expenses relating to the shareholder servicing and/or personal account maintenance of the holders of such shares. Each
of the Distribution Plans and Service Plans are compensation plans, which means that they compensate the Distributor or third-party
broker-dealer or financial intermediary regardless of the expenses actually incurred by such persons.
Pursuant to the Distribution Plans for Class A and Class C shares, the Trust will pay to the Distributor a monthly fee at an annual
aggregate rate not to exceed (i) 0.25% of the average net asset value of the Class A shares of each Fund and (ii) 0.75% of the
average net asset value of the Class C shares of each Fund, as determined at the close of each business day during the month, which
is to compensate the Distributor for services provided and expenses incurred by it in connection with the offering and sale of Class
A or Class C shares, which may include, without limitation, the payment by the Distributor to investment dealers of commissions on
the sale of Class A or Class C shares, as set forth in the then current prospectus or statement of additional information with
respect to Class A and Class C shares and interest and other financing costs.
The amount of such payments shall be determined by the Trust's disinterested Trustees from time to time. Currently, Class A shares
are not authorized to pay distribution fees and Class C shares are authorized to pay the maximum amount of distribution fees.
Pursuant to the Service Plan for Class A and Class C shares, the Trust will pay to the Distributor or other third-party financial
intermediaries a fee at an annual aggregate rate not to exceed 0.25% of the average net asset value of Class A and Class C shares,
which is for maintaining or improving services provided to shareholders by the Distributor and investment dealers, financial
institutions and 401(k) plan service providers. The amount of such payments shall be determined by the Trust's disinterested
Trustees from time to time.
Currently, both Class A and Class C shares are authorized to pay the maximum amount of service fees.
33
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
The Distributor will prepare and deliver written reports to the Board on a regular basis (at least quarterly) setting forth the
payments made pursuant to the Distribution Plans and the Service Plans, and the purposes for which such expenditures were made, as
well as any supplemental reports as the Board may from time to time reasonably request.
Except to the extent that the Administrator, Sub-Administrator, Adviser or sub-advisers may benefit through increased fees from an
increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor
any Trustee of the Trust who is not an "interested person" (as defined in the 1940 Act) of the Trust has a direct or indirect
financial interest in the operation of the Distribution or Service Plans or any related agreement.
Of the service and distribution fees the Distributor received for the year ended July 31, 2009, it retained the following:
Service Fees (000) Distribution Fees (000)
____________________________________________________________________________________________________________________________________
Class A Class C Class C
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $1 $20 $ 59
Old Mutual Asset Allocation Balanced Portfolio 1 41 124
Old Mutual Asset Allocation Moderate Growth Portfolio - 45 136
Old Mutual Asset Allocation Growth Portfolio - 22 67
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Other Service Providers - The Bank of New York Mellon serves as custodian for each of the Funds.
DST Systems, Inc. ("DST") serves as the transfer agent and dividend disbursing agent of the Funds. From time to time, the Funds may
pay amounts to third parties that provide sub-transfer agency and other administrative services relating to the Fund to persons who
beneficially own interests in the Fund.
The Funds have entered into a shareholder servicing agreement with the Administrator to provide shareholder support and other
shareholder account-related services. The shareholder service fees are reviewed periodically and approved annually by the Board.
Shareholder service fees paid to Old Mutual Fund Services for the year ended July 31, 2009 were as follows (000):
___________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $1
Old Mutual Asset Allocation Balanced Portfolio 2
Old Mutual Asset Allocation Moderate Growth Portfolio 4
Old Mutual Asset Allocation Growth Portfolio 4
___________________________________________________________________
Effective September 17, 2008, these services were no longer provided by the Administrator and the Trust entered into an agency
agreement with DST, pursuant to which DST provides call center, correspondence and other shareholder account-related services to the
Funds.
Officers and Trustees of the Funds who are or were officers of the Adviser, Administrator, Sub-Administrator or Distributor received
no compensation from the Funds.
4. INTERFUND LENDING
____________________________________________________________________________________________________________________________________
Pursuant to resolutions adopted by the Boards of Trustees of each of Old Mutual Funds I and Old Mutual Funds II (together, the
"Trusts"), on behalf of certain series portfolios of the Trusts (the "OM Funds"), each of the OM Funds may lend an amount up to its
prospectus-defined limitations to other OM Funds. All such lending shall be conducted pursuant to the exemptive order granted by the
Securities and Exchange Commission on August 12, 2003 to the Trusts. The interest rate charged on the loan is the average of the
overnight repurchase agreement rate (highest rate available to the OM Funds from investments in overnight repurchase agreements) and
the bank loan rate (Federal Funds Rate plus 50 basis points). None of the OM Funds may borrow more than 10% of its assets.
The Funds had no outstanding borrowings or loans related to interfund lending at any time during the year ended July 31, 2009.
34
5. INVESTMENT TRANSACTIONS
____________________________________________________________________________________________________________________________________
The cost of securities purchased and the proceeds from securities sold, other than short-term investments, for the Funds, for the
year ended July 31, 2009 were as follows:
Purchases (000) Sale(000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $18,210 $20,271
Old Mutual Asset Allocation Balanced Portfolio 35,875 74,052
Old Mutual Asset Allocation Moderate Growth Portfolio 44,786 87,212
Old Mutual Asset Allocation Growth Portfolio 25,665 49,704
____________________________________________________________________________________________________________________________________
6. SHARE TRANSACTIONS
__________________________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual Old Mutual Old Mutual
Asset Allocation Asset Allocation Asset Allocation Asset Allocation
Conservative Balanced Moderate Growth Growth
Portfolio Portfolio Portfolio Portfolio
__________________________________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08
__________________________________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 775 719 968 1,217 435 1,263 380 1,076
Shares Issued upon Reinvestment of Distributions 88 50 284 234 294 207 183 173
Shares Redeemed (952) (411) (2,510) (1,507) (2,261) (1,319) (1,687) (1,512)
__________________________________________________________________________________________________________________________________________________________
Total Class A Share Transactions (89) 358 (1,258) (56) (1,532) 151 (1,124) (263)
__________________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 1,330 1,723 1,571 4,016 1,618 4,173 921 1,922
Shares Issued upon Reinvestment of Distributions 119 64 419 357 636 449 362 310
Shares Redeemed (1,450) (868) (4,394) (2,273) (4,870) (3,264) (2,444) (1,934)
__________________________________________________________________________________________________________________________________________________________
Total Class C Share Transactions (1) 919 (2,404) 2,100 (2,616) 1,358 (1,161) 298
__________________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 6 30 17 21 1 10 11 15
Shares Issued upon Reinvestment of Distributions 2 3 7 4 6 2 5 3
Shares Redeemed (43) (19) (17) (6) - - - (1)
__________________________________________________________________________________________________________________________________________________________
Total Class Z Share Transactions (35) 14 7 19 7 12 16 17
__________________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 687 106 165 465 373 276 731 968
Shares Issued upon Reinvestment of Distributions 16 28 48 17 79 32 162 82
Shares Redeemed (724) (7) (545) (1,032) (300) (523) (828) (752)
__________________________________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions (21) 127 (332) (550) 152 (215) 65 298
__________________________________________________________________________________________________________________________________________________________
Net Increase in Shares Outstanding (146) 1,418 (3,987) 1,513 (3,989) 1,306 (2,204) 350
__________________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either 0 or have been rounded to 0.
35
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
7. AFFILIATED FUND OF FUNDS TRANSACTIONS
____________________________________________________________________________________________________________________________________
The Funds invest in certain mutual funds within the Old Mutual Complex, of which certain funds may be deemed to be under common
control because they may share the same Board. A Fund's investment in any of the underlying funds may exceed 25% of the underlying
fund's total assets. The financial statements for each of the underlying funds that are part of the Old Mutual Complex may be
obtained at oldmutualfunds.com. A summary of the Funds' transactions in affiliated underlying funds during the year ended July 31,
2009 follows:
Old Mutual Asset Allocation Conservative Portfolio (000):
Unrealized
Purchases Proceeds Appreciation Value at Dividend Net Realized
Underlying Fund at Cost* from Sales* (Depreciation) 07/31/09 Income Gain (Loss)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 67 $ 2,202 $ (294) $ 805 $ - $ (875)
Old Mutual Analytic US Long/Short Fund 359 194 (226) 1,148 3 (108)
Old Mutual Barrow Hanley Core Bond Fund 974 2,718 745 15,981 761 126
Old Mutual Barrow Hanley Value Fund 2,747 475 (742) 3,572 85 (323)
Old Mutual Dwight High Yield Fund 1,919 1,004 218 5,152 428 (182)
Old Mutual Dwight Intermediate Fixed Income Fund 575 7,686 38 5,038 341 85
Old Mutual Dwight Short Term Fixed Income Fund 5,698 - 21 5,719 5 -
Old Mutual Focused Fund 549 270 1 1,488 13 (125)
Old Mutual Growth Fund 517 12 79 584 - -
Old Mutual International Bond Fund 1,808 2,241 (520) 4,322 846 64
Old Mutual International Equity Fund 739 490 (1,370) 3,186 70 (487)
Old Mutual Large Cap Growth Fund 667 - 166 833 - -
Old Mutual Mid-Cap Fund 1,252 1,466 - - 3 (473)
Old Mutual Provident Mid-Cap Growth Fund 155 984 - - - (482)
Old Mutual TS&W Mid-Cap Value Fund 726 1,071 (620) 3,220 18 (557)
__________________________________________________________________________________________________________________________________________________________
Total $18,752 $20,813 $(2,504) $51,048 $2,573 $(3,337)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio (000):
Unrealized
Purchases Proceeds Appreciation Value at Dividend Net Realized
Underlying Fund at Cost* from Sales* (Depreciation) 07/31/09 Income Gain (Loss)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 563 $ 6,128 $(3,410) $ 7,322 $ - $ (3,671)
Old Mutual Analytic US Long/Short Fund 58 360 (2,580) 5,613 20 (210)
Old Mutual Barrow Hanley Core Bond Fund 3,914 10,363 1,026 21,679 1,068 149
Old Mutual Barrow Hanley Value Fund 5,367 2,244 (3,481) 11,984 303 (2,099)
Old Mutual Clay Finlay Emerging Markets Fund 1,222 4,143 - - 110 (1,679)
Old Mutual Developing Growth Fund 492 4,640 - - 202 -
Old Mutual Discover Value Fund 3,409 7,792 597 2,127 6 (1,776)
Old Mutual Dwight High Yield Fund 3,673 3,704 320 5,912 592 (585)
Old Mutual Dwight Intermediate Fixed Income Fund 979 16,898 55 4,843 552 (116)
Old Mutual Dwight Short Term Fixed Income Fund 618 84 5 540 2 1
Old Mutual Focused Fund 80 785 (1,205) 3,961 63 �� (390)
Old Mutual Growth Fund 653 - 107 760 - -
Old Mutual Heitman Global Real Estate Securities Fund 2,156 277 (569) 1,260 10 (50)
Old Mutual Heitman REIT Fund 95 2,329 (255) 467 18 (935)
Old Mutual International Bond Fund 1,537 4,834 (662) 5,404 1,225 (67)
Old Mutual International Equity Fund 3,945 2,564 (8,223) 16,188 371 (2,474)
Old Mutual Large Cap Growth Fund 1,327 - 68 1,395 - -
Old Mutual Mid-Cap Fund 173 3,663 - - 12 (764)
Old Mutual Provident Mid-Cap Growth Fund - 4,951 - - - (3,332)
Old Mutual Strategic Small Company Fund 4,641 910 (991) 2,138 - (602)
Old Mutual TS&W Mid-Cap Value Fund 3,284 5,212 (2,470) 7,454 57 (3,107)
Old Mutual TS&W Small Cap Value Fund 5,518 - 136 5,654 - -
__________________________________________________________________________________________________________________________________________________________
Total $43,704 $81,881 $(21,532) $104,701 $4,611 $(21,707)
__________________________________________________________________________________________________________________________________________________________
36
Old Mutual Asset Allocation Moderate Growth Portfolio (000):
Unrealized
Purchases Proceeds Appreciation Value at Dividend Net Realized
Underlying Fund at Cost* from Sales* (Depreciation) 07/31/09 Income Gain (Loss)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 751 $ 10,199 $ (5,172) $ 9,990 $ - $(5,948)
Old Mutual Analytic US Long/Short Fund 29 1,219 (3,706) 7,988 29 (705)
Old Mutual Barrow Hanley Core Bond Fund 4,281 7,015 619 13,773 596 44
Old Mutual Barrow Hanley Value Fund 7,531 3,455 (5,446) 17,623 432 (3,464)
Old Mutual Clay Finlay Emerging Markets Fund 739 5,618 - - 130 (3,575)
Old Mutual Developing Growth Fund 858 9,514 - - 413 (781)
Old Mutual Discover Value Fund 3,051 11,300 1,132 3,831 11 (4,020)
Old Mutual Dwight High Yield Fund 3,046 1,674 72 1,480 46 36
Old Mutual Dwight Intermediate Fixed Income Fund 476 12,575 19 558 283 (124)
Old Mutual Focused Fund 127 1,534 (1,981) 6,446 100 (726)
Old Mutual Growth Fund 1,053 75 162 1,139 - (1)
Old Mutual Heitman Global Real Estate Securities Fund 5,734 1,029 (1,446) 3,097 28 (162)
Old Mutual Heitman REIT Fund 388 7,123 (331) 831 38 (3,164)
Old Mutual International Bond Fund 936 3,107 (447) 3,546 776 (22)
Old Mutual International Equity Fund 4,836 3,151 ( 17,101) 28,140 607 (3,184)
Old Mutual Large Cap Growth Fund 910 - 211 1,121 - -
Old Mutual Mid-Cap Fund 159 5,845 - - 15 (1,346)
Old Mutual Provident Mid-Cap Growth Fund - 7,987 - - - (4,497)
Old Mutual Strategic Small Company Fund 8,799 792 (2,267) 5,228 - (512)
Old Mutual TS&W Mid-Cap Value Fund 4,873 7,588 (3,792) 10,945 83 (4,841)
Old Mutual TS&W Small Cap Value Fund 9,797 - 225 10,022 - -
__________________________________________________________________________________________________________________________________________________________
Total $58,374 $100,800 $(39,249) $125,758 $3,587 $(36,992)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio (000):
Unrealized
Purchases Proceeds Appreciation Value at Dividend Net Realized
Underlying Fund at Cost* from Sales* (Depreciation) 07/31/09 Income Gain (Loss)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 768 $ 6,938 $ (5,442) $10,782 $ - $ (3,941)
Old Mutual Analytic US Long/Short Fund 21 1,484 (2,522) 5,417 21 (853)
Old Mutual Barrow Hanley Value Fund 4,156 1,310 (7,497) 15,709 377 (1,031)
Old Mutual Clay Finlay Emerging Markets Fund 786 4,397 - - 89 (2,177)
Old Mutual Developing Growth Fund 646 8,732 - - 332 (1,028)
Old Mutual Discover Value Fund 841 7,986 172 2,842 9 (3,007)
Old Mutual Focused Fund 112 1,749 (1,662) 5,440 88 (809)
Old Mutual Growth Fund 274 147 24 152 - 1
Old Mutual Heitman Global Real Estate Securities Fund 6,416 648 (1,754) 3,822 36 (192)
Old Mutual Heitman REIT Fund 197 6,705 (1,136) 1,768 63 (2,793)
Old Mutual International Equity Fund 3,859 4,617 (13,516) 23,176 511 (4,261)
Old Mutual Mid-Cap Fund 268 2,034 - - 1 (1,740)
Old Mutual Provident Mid-Cap Growth Fund - 5,358 - - - (2,556)
Old Mutual Strategic Small Company Fund 7,651 1,117 (1,694) 4,190 - (650)
Old Mutual TS&W Mid-Cap Value Fund 263 4,342 (2,035) �� 6,287 53 (2,242)
Old Mutual TS&W Small Cap Value Fund 7,267 - 167 7,434 - -
__________________________________________________________________________________________________________________________________________________________
Total $33,525 $57,564 $(36,895) $87,019 $1,580 $(27,279)
__________________________________________________________________________________________________________________________________________________________
* Total Purchases at Cost and Proceeds from Sales do not agree to the totals disclosed in Note 5 due to activity from tax-free reorganizations involving
certain underlying funds that are included within the tables in Note 7.
Amounts designated as "-" are either $0 or have been rounded to $0.
37
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2009
8. FEDERAL TAX INFORMATION
____________________________________________________________________________________________________________________________________
Each Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code and to distribute substantially all of its taxable income and net capital gains. Accordingly, no provision has been
made for Federal income taxes.
The Funds are subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 ("FIN 48"), Accounting for
Uncertainty in Income Taxes. FIN 48 requires an evaluation of tax positions taken (or expected to be taken) in the course of
preparing the Fund's tax returns to determine whether these positions meet a "more-likely-than-not" standard that based on the
technical merits have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position
that meets the "more-likely-than-not" recognition threshold is measured to determine the amount of benefit to recognize in the
financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense
in the Statements of Operations.
FIN 48 requires management of the Funds to analyze all open tax years, fiscal years 2006 - 2008 as defined by IRS statute of
limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the
year ended July 31, 2009, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in
progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax
benefits will significantly change in the next twelve months.
Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S.
Federal income tax regulations, which may differ from those amounts determined under accounting principles generally accepted in the
United States of America. These book/tax differences are either temporary or permanent in nature. To the extent these differences
are permanent, they are charged or credited to Paid-in Capital or accumulated net realized gain, as appropriate, in the period that
the differences arise.
Accordingly, the following permanent differences as of July 31, 2009, primarily attributable to reclassifications of capital
distributions received from underlying funds for tax purposes, are not available to offset future income, were reclassified to the
following accounts.
Increase/(Decrease) Increase/(Decrease)
Undistributed Accumulated
Net Investment Net Realized
Income Gain
(000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $362 $(362)
Old Mutual Asset Allocation Balanced Portfolio 645 (645)
Old Mutual Asset Allocation Moderate Growth Portfolio 341 (341)
____________________________________________________________________________________________________________________________________
The tax character of dividends and distributions declared during the year or periods ended July 31, 2009 and 2008 were as follows:
Ordinary Long Term
Income Capital Gain Total
(000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio
2009 $ 2,678 $ 669 $ 3,347
2008 1,775 670 2,445
Old Mutual Asset Allocation Balanced Portfolio
2009 6,147 3,748 9,895
2008 8,714 3,306 12,020
Old Mutual Asset Allocation Moderate Growth Portfolio
2009 4,320 8,051 12,371
2008 11,047 4,608 15,655
Old Mutual Asset Allocation Growth Portfolio
2009 1,501 5,562 7,063
2008 8,380 3,120 11,500
____________________________________________________________________________________________________________________________________
38
As of July 31, 2009, the components of Distributable Earnings/(Accumulated Losses) were as follows:
Undistributed Undistributed Post Unrealized Other
Ordinary Long Term Capital Loss October Appreciation/ Temporary
Income Capital Gain Carryforwards Losses Depreciation Differences Total
(000) (000) (000) (000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation
Conservative Portfolio $182 $- $ - $ (1,896) $ (2,653) $(1) $ (4,368)
Old Mutual Asset Allocation
Balanced Portfolio 209 - (1,664) (13,670) (20,147) - (35,272)
Old Mutual Asset Allocation
Moderate Growth Portfolio 709 - (5,460) (20,932) (34,844) (1) (60,528)
Old Mutual Asset Allocation
Growth Portfolio 722 - (5,162) (15,052) (34,539) (1) (54,032)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2008 through July 31, 2009 that, in
accordance with Federal income tax regulations, the Funds may elect to defer and treat as having arisen in the following fiscal
year. For Federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains
for a period of up to eight years to the extent allowed by the Internal Revenue Code.
As of July 31, 2009, the following Funds had capital loss carry forwards available to offset future realized gains through the
indicated expiration dates:
2017 Total
(000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio $1,664 $1,664
Old Mutual Asset Allocation Moderate Growth Portfolio 5,460 5,460
Old Mutual Asset Allocation Growth Portfolio 5,162 5,162
____________________________________________________________________________________________________________________________________
The Federal tax cost, aggregate gross unrealized appreciation and depreciation of investments held by each Fund at July 31, 2009
were as follows:
Net
Unrealized
Federal Tax Unrealized Unrealized Appreciation/
Cost Appreciation Depreciation Depreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 54,081 $ 1,848 $ (4,501) $ (2,653)
Old Mutual Asset Allocation Balanced Portfolio 125,892 6,073 (26,220) (20,147)
Old Mutual Asset Allocation Moderate Growth Portfolio 161,793 10,598 (45,442) (34,844)
Old Mutual Asset Allocation Growth Portfolio 122,023 5,621 (40,160) (34,539)
____________________________________________________________________________________________________________________________________
9. SUBSEQUENT EVENTS
____________________________________________________________________________________________________________________________________
In accordance with the provisions set forth in FASB Statement of Financial Accounting Standards No. 165 Subsequent Events, the
Adviser has evaluated the possibility of subsequent events existing in the Fund's financial statements through September 21, 2009.
The Adviser has determined that there are no material events that would require disclosure in the Fund's financial statements through
this date.
39
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of Old Mutual Funds I:
In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related
statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the
financial position of Old Mutual Asset Allocation Conservative Portfolio, Old Mutual Asset Allocation Balanced Portfolio, Old Mutual
Asset Allocation Moderate Growth Portfolio and Old Mutual Asset Allocation Growth Portfolio (four of the ten funds constituting Old
Mutual Funds I, hereafter referred to as the "Funds") at July 31, 2009 and the results of each of their operations for the year then
ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for
each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These
financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund's
management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits
of these financial statements 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 are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits, which included confirmation of securities at July 31, 2009 by
correspondence with the transfer agent, provide a reasonable basis for our opinion.
/s/Pricewaterhouse Cooper LLP
Denver, Colorado
September 21, 2009
40
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2009 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2009 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2009, each Fund is designating the following items or those amounts determined necessary with regard to distributions paid
during the year.
Qualifying
For Corporate Qualified
Long Term Dividends Qualifying U.S. Qualified Short Term
Capital Gain Receivable Dividend Government Interest Capital
Fund Distribution* Deduction (1) Income (2) Interest (3) Income (4) Gain (5)
__________________________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 668,868 13.36% 6.26% 0.00% 0.22% 100.00%
Old Mutual Asset Allocation Balanced Portfolio 3,748,490 12.51% 17.01% 0.00% 0.29% 100.00%
Old Mutual Asset Allocation Moderate Growth Portfolio 8,051,249 12.71% 33.01% 0.00% 0.54% 100.00%
Old Mutual Asset Allocation Growth Portfolio 5,561,699 10.78% 23.23% 0.00% 0.00% 100.00%
==========================================================================================================================================================
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and are reflected as a percentage of ordinary
income distributions (the total of short-term capital gain and net investment income distributions).
(2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax Relief Reconciliation Act of
2003 and is reflected as a percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions).
It is the intention of each of the Funds in the table to designate the maximum amount permitted by law.
(3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government obligations and distributed during the fiscal
year. This amount is reflected as a percentage of total ordinary income distributions (the total of short-term capital gain and net investment income
distributions). Generally, interest from direct U.S. Government obligations is exempt from state income tax. However, for residents of California,
Connecticut and New York, the statutory threshold requirements were not satisfied to permit exemption of these amounts from state income.
(4) The percentage in this column represents the amount of "Qualifying Interest Income" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax when paid to foreign investors.
(5) The percentage in this column represents the amount of "Qualifying Short-Term Capital Gain" as created by the American Jobs Creation Act of 2004 and is
reflected as a percentage of short-term capital gain distributions that is exempt from U.S. withholding tax when paid to foreign investors.
* These amounts may include earnings and profits distributed to shareholders on the redemption of shares as part of the dividends paid deduction.
41
PROXY VOTING AND PORTFOLIO HOLDINGS (Unaudited)
Proxy Voting
A description of the guidelines that the Trust uses to determine how to vote proxies relating to portfolio securities is available
(i) without charge, upon request, by calling toll-free at 888.772.2888; (ii) on the Trust's website at oldmutualfunds.com; and (iii)
on the SEC's website at http://www.sec.gov.
Information about how the Funds voted proxies relating to portfolio securities for the 12-month period ended June 30, 2009 is
available on the Trust's website at oldmutualfunds.com and on the SEC's website at http://www.sec.gov.
Portfolio Holdings
The Trust files a complete schedule of portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form
N-Q. The Trust's Forms N-Q are available on the SEC's website at http://www.sec.gov, or may be reviewed and copied at the SEC's
Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330 toll-free.
42
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2009
Example. As a shareholder of a Fund you may pay two types of fees: transaction fees and fund-related fees. Transaction fees may
include transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees. Fund-related
fees may include ongoing expenses, including management fees, distribution and/or service fees, and other fund expenses, which are
indirectly paid by shareholders and affect your investment return.
This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs
with the ongoing costs of investing in other mutual funds. This Example is based on an investment of $1,000 invested at the
beginning of the period and held for the six-month period ended July 31, 2009.
Actual Expenses. The first line for each share class in the following table provides information about actual account values and
actual expenses. The Example includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer
agent fees. However, the Example does not include client specific fees, such as the $10.00 fee charged to IRA accounts, or the
$10.00 fee charged for wire redemptions. The Example also does not include portfolio trading commissions and related trading
expenses. You may use this information, 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 line for each share class under the heading entitled "Expenses Paid During Six Month Period" to
estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second line for each share class in the table provides information about
hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5%
per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing
costs of investing in 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 table are meant to highlight
your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange
fees. Therefore, this information 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.
Annualized Expenses Annualize d Expenses
Beginning Ending Expense Paid Beginning Ending Expense Paid
Account Account Ratios During Account Account Ratios During
Value Value for the Six Six Month Value Value for the Six Six Month
2/1/09 7/31/09 Month Period Period* 2/1/09 7/31/09 Month Period Period*
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class A Old Mutual Asset Allocation Balanced Portfolio - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,131.40 0.59% $3.12 Actual Fund Return $1,000.00 $1,201.90 0.39% $2.13
Hypothetical 5% Return 1,000.00 1,024.70 0.59 2.96 Hypothetical 5% Return 1,000.00 1,024.71 0.39 1.96
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class C Old Mutual Asset Allocation Balanced Portfolio - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,128.00 1.36 7.18 Actual Fund Return 1,000.00 1,201.30 0.39 2.13
Hypothetical 5% Return 1,000.00 1,024.66 1.36 6.83 Hypothetical 5% Return 1,000.00 1,022.80 0.39 1.96
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class Z Old Mutual Asset Allocation Moderate Growth Portfolio - Class A
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,134.20 0.32 1.69 Actual Fund Return 1,000.00 1,228.50 0.57 3.15
Hypothetical 5% Return 1,000.00 1,024.71 0.32 1.61 Hypothetical 5% Return 1,000.00 1,024.70 0.57 2.86
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Institutional Class Old Mutual Asset Allocation Moderate Growth Portfolio - Class C
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,135.40 0.27 1.43 Actual Fund Return 1,000.00 1,224.60 1.32 7.28
Hypothetical 5% Return 1,000.00 1,023.39 0.27 1.35 Hypothetical 5% Return 1,000.00 1,024.66 1.32 6.63
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio - Class A Old Mutual Asset Allocation Moderate Growth Portfolio - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,199.30 0.64 3.49 Actual Fund Return 1,000.00 1,231.10 0.32 1.77
Hypothetical 5% Return 1,000.00 1,024.70 0.64 3.21 Hypothetical 5% Return 1,000.00 1,024.71 0.32 1.61
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio - Class C Old Mutual Asset Allocation Moderate Growth Portfolio - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,195.50 1.39 7.57 Actual Fund Return 1,000.00 1,231.11 0.32 1.77
Hypothetical 5% Return 1,000.00 1,024.66 1.39 6.98 Hypothetical 5% Return 1,000.00 1,023.14 0.32 1.61
_________________________________________________________________________________________ _________________________________________________________________________________________
43
FUND EXPENSES EXAMPLE (Unaudited) - concluded
Annualized Expenses
Beginning Ending Expense Paid
Account Account Ratios During
Value Value for the Six Six Month
2/1/09 7/31/09 Month Period Period*
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class A
_________________________________________________________________________________________
Actual Fund Return $1,000.00 $ 1,260.60 0.57% $3.19
Hypothetical 5% Return 1,000.00 1,024.70 0.57 2.86
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class C
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,255.70 1.32 7.38
Hypothetical 5% Return 1,000.00 1,024.66 1.32 6.63
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class Z
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,261.90 0.32 1.79
Hypothetical 5% Return 1,000.00 1,024.71 0.32 1.61
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Institutional Class
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,261.90 0.32 1.79
Hypothetical 5% Return 1,000.00 1,023.14 0.32 1.61
_________________________________________________________________________________________
* Expenses are equal to the Fund's annualized expense ratio multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the one-half year
period).
44
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2009 (Unaudited)
Trustees
The management and affairs of the Trust are supervised by the Board under the laws of the State of Delaware. The Trustees, and their
principal occupations for the last five years are set forth below. Each may have held other positions with the named companies
during that period. Unless otherwise noted, all Trustees and Officers can be contacted c/o Old Mutual Capital, Inc., 4643 South
Ulster Street, 6th Floor, Denver, Colorado 80237. The Statement of Additional Information includes additional information about the
Trustees and is available, without charge, upon request, by calling 888-772-2888 toll-free.
_______________________________________________________________________________________________________________________________________________________________________
INDEPENDENT TRUSTEES
_______________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex
Held with the and Length of Principal Occupation(s) Overseen Other Directorships
Name and Age Trust Time Served During Past Five Years by Trustee Held by Trustee
_______________________________________________________________________________________________________________________________________________________________________
L. Kent Moore Chairman of Since 2004 Chairman, Foothills Energy Ventures, 23 TS&W/Claymore Tax-Advantaged
(Age: 53) the Board and LLC, since 2006. Partner, WillSource Balanced Fund, Old Mutual/
Trustee Enterprise, LLC (oil and gas exploration Claymore Long Short Fund, and
and production), since 2005. Managing Old Mutual Funds III.
Director, High Sierra Energy, LP (holding
company of natural resource related
businesses), 2004 - 2005.
_______________________________________________________________________________________________________________________________________________________________________
John R. Bartholdson Trustee Since 2004 Retired. Chief Financial Officer, The 38 Old Mutual Funds II, Old Mutual
(Age: 64) Triumph Group, Inc. (manufacturing), Funds III, ING Clarion Real Estate
1992 - - 2007. Income Fund, and ING Clarion Global
Real Estate Income Fund.
_______________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. President and Chief Investment 23 TS&W/Claymore Tax-Advantaged
(Age: 67) Officer, TRW Investment Management Balanced Fund, Old Mutual/
Company (investment management), Claymore Long-Short Fund, and
1984 - - 2003. Old Mutual Funds III.
_______________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, 23 Hirtle Callaghan Trust,
(Age: 66) ING Clarion Real Estate Securities ING Clarion Real Estate Income Fund,
(investment adviser). ING Clarion Global Real Estate
Income Fund, ING Clarion, and
Old Mutual Funds III.
_______________________________________________________________________________________________________________________________________________________________________
INTERESTED TRUSTEE AND ADVISORY TRUSTEE
_______________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex
Held with the and Length of Principal Occupation(s) Overseen Other Directorships
Name and Age Trust Time Served During Past Five Years by Trustee Held by Trustee
_______________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters** Interested Since 2006 Chief Executive Officer (2008 - present), 23 Old Mutual Capital, Inc., Old Mutual
(Age: 49) Trustee, President (2006 - present), and Chief Investment Partners, Old Mutual
President, Operating Officer (2006 -2008), Fund Services, and Old Mutual
and Principal Old Mutual Capital, Inc. President and Funds III.
Executive Chief Executive Officer, Scudder family of
Officer funds, 2004 - 2005. Managing Director,
UBS Global Asset Management, and
President and Chief Executive Officer,
UBS Fund Services, 2001 - 2003.
_______________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.*** Advisory Since 2006 Chairman - Southeast, 23 Total Systems Services, Inc.,
(Age: 64) Trustee Goldman Sachs & Co., Equifax, Inc., and Old Mutual Funds
since 2006. Chairman, King & Spalding III.
LLP (law firm), 1970 - 2006.
_______________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
** Mr. Sluyters is a Trustee who may be deemed to be an "interested person" of the Trust, as that term is defined in the 1940 Act, because he is an officer of the
Adviser.
*** Mr. Driver commenced service as a Trustee in May 2005. Effective January 20, 2006, he resigned as a Trustee. Effective January 23, 2006, the Board appointed Mr.
Driver an Advisory Trustee of the Trust, with no voting rights.
45
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST - concluded
As of July 31, 2009 (Unaudited)
Trust Officers
The Board elects the Officers of the Trust to actively supervise its day-to-day operations. The Officers of the Trust, all of whom
are officers and employees of the Adviser, are responsible for the day-to-day administration of the Trust and the Funds. The
Officers of the Trust receive no direct compensation from the Trust of the Funds for their services as Officers.
The Officers of the Trust, their ages, positions with the Trust, length of time served, and their principal occupations for the last
five years appear below. Trust Officers are elected annually by the Board and continue to hold office until they resign or are
removed, or until their successors are elected.
_______________________________________________________________________________________________________________________________________________________________________
Officers
_______________________________________________________________________________________________________________________________________________________________________
Term of Office*
Position(s) Held and Length of Principal Occupation(s)
Name and Age with the Trust Time Served During Past Five Years
_______________________________________________________________________________________________________________________________________________________________________
James F. Lummanick Vice President and Since 2005 Senior Vice President and Chief Compliance Officer, Old Mutual Capital, Inc. and
(Age: 61) Chief Compliance Old Mutual Fund Services, Inc., since 2005. Chief Compliance Officer, Old Mutual
Officer Funds II, since 2005. Chief Compliance Officer, Old Mutual Funds III, since 2008.
Senior Vice President and Director of Compliance, Calamos Advisors LLC, 2004
- 2005. Vice President and Chief Compliance Officer, Invesco Funds Group, Inc.
1996 - - 2004.
_______________________________________________________________________________________________________________________________________________________________________
Andra C. Ozols Vice President and Since 2005 Chief Administrative Officer (since 2008) and Senior Vice President, Secretary,
(Age: 48) Secretary and General Counsel (since 2005), Old Mutual Capital, Inc. Executive Vice
President (2004 - 2005), General Counsel and Secretary (2002 - 2005), and
Vice President (2002 - 2004), ICON Advisors, Inc. and ICON Distributors, Inc.
Executive Vice President and Secretary, ICON Insurance Agency, Inc.
(2004 - - 2005).
_______________________________________________________________________________________________________________________________________________________________________
Karen S. Proc Assistant Secretary Since 2005 Vice President (since 2006) and Associate General Counsel (since 2005), Old
(Age: 39) Mutual Capital, Inc. Associate General Counsel, Founders Asset Management
LLC, 2002 - 2005.
_______________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Assistant Secretary Since 2008 Vice President and Associate General Counsel (since January 2009) and Associate
(Age: 35) Counsel (2005 - 2008), Old Mutual Capital, Inc. Associate Attorney, Hall &
Evans, LLC, 2004 - 2005.
_______________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Since 2006 Vice President, Old Mutual Capital, Inc. and Old Mutual Fund Services, since
(Age: 40) Principal Financial 2006. Vice President of Portfolio Accounting, Founders Asset Management LLC,
Officer 2000 - - 2006.
_______________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Assistant Treasurer Since 2006 Assistant Vice President, Old Mutual Fund Services, since January 2009.
(Age: 32) Regulatory Reporting Manager, Old Mutual Capital, Inc., since 2006. Manager
(2004 - -2006) and Senior Associate (2001 - 2004), PricewaterhouseCoopers LLP.
_______________________________________________________________________________________________________________________________________________________________________
Robert D. Lujan Assistant Treasurer Since 2006 Fund Services Manager, Old Mutual Capital, Inc., since 2006. Fund Accounting
(Age: 42) Supervisor, Janus Capital Group, 2003 - 2006.
_______________________________________________________________________________________________________________________________________________________________________
*Officer of the Trust until such time as his or her successor is duly elected and qualified.
46
CONSIDERATION OF THE BOARD IN APPROVING INVESTMENT
ADVISORY AND INVESTMENT SUB-ADVISORY
AGREEMENTS (Unaudited)
Summary of Advisory and Sub-Advisory Agreements Approved by the Board
Old Mutual Asset Allocation Conservative Portfolio, Old Mutual Asset Allocation Balanced Portfolio, Old Mutual Asset Allocation
Moderate Growth Portfolio, and Old Mutual Asset Allocation Growth Portfolio (each, a "Portfolio" and, collectively, the
"Portfolios"). On May 20, 2009, the Board approved the renewal, on behalf of the Portfolios, of the advisory agreement (the
"Advisory Agreement"), between the Trust and Old Mutual Capital, Inc. ("OMCAP" or the "Adviser") to continue through July 31, 2010,
as well as the renewal of the investment sub-advisory agreement (the "Sub-Advisory Agreement") among the Trust, Old Mutual Capital,
Inc., and Ibbotson Associates Advisors, LLC ("Ibbotson") to continue in effect through July 13, 2010.
Description of Adviser
Old Mutual Capital, Inc. ("OMCAP" or the "Adviser")
OMCAP was formed and registered as an investment adviser with the Securities and Exchange Commission ("SEC") in May 2004. OMCAP is a
wholly-owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH"), which is a wholly-owned subsidiary of OM Group (UK) Limited,
which, in turn, is a wholly-owned subsidiary of Old Mutual plc., a London-exchange-listed international financial services firm. As
of July 31, 2009, OMCAP managed approximately $2.4 billion in mutual fund assets. OMCAP has served as investment adviser to the
Trust since its inception.
Description of the Sub-Adviser (the "Sub-Adviser")
Ibbotson, a Delaware limited liability company located at 22 West Washington Street, Chicago, Illinois 60602, is a wholly-owned
subsidiary of Ibbotson Associates, Inc., which is a wholly-owned subsidiary of Morningstar, Inc. Ibbotson is the Sub-Adviser to each
Portfolio and allocates, subject to the Adviser's supervision, each Portfolio's assets among the underlying funds.
Considerations of the Board
This section describes the factors considered by the Board of Trustees of the Trust (the "Board" or the "Trustees") in approving the
renewal of the Advisory Agreement and Sub-Advisory Agreement (collectively, the "Agreements").
In determining whether it was appropriate to approve the Agreements, the Board requested information, provided by the Adviser and
the Sub-Adviser, which it believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated this
information and was advised by independent legal counsel with respect to its deliberations. The Board received reports prepared by
Lipper, Inc. ("Lipper"), a mutual fund statistical service, detailing comparative mutual fund advisory fees, expenses levels, and
performance rankings (the "Lipper Report(s)"). In considering the fairness and reasonableness of the Agreements, the Board reviewed
numerous factors, with respect to each applicable Portfolio separately, including the following:
o the nature of the services to be provided under the Agreements;
o the requirements of each Portfolio for the services provided by the Adviser and the Sub-Adviser;
o the quality of the services provided, including information contained in the Adviser's and Sub-Adviser's 15(c) responses
and/or the Lipper Report(s) comparing the performance results of the Portfolios, as well as those of appropriate market
indices;
o the fees payable for the services;
o advisory fee levels compared to other similar investment accounts managed by the Adviser and the Sub-Adviser;
o the total expenses of each Portfolio compared to those of each Portfolio's respective peer group;
o the commitment of the Adviser to cap certain Portfolio expenses through the contractual deferral of advisory fees and/or
reimbursement of expenses, and the fact that the Adviser may seek payment of such deferred fees or reimbursement of such
absorbed expenses within a specified period of time after the fiscal year in which fees were deferred or expenses were
absorbed, subject to the original contractual expense limitation in effect at the time;
o the financial condition of the Adviser and the Sub-Adviser, including financial statements and profitability analyses
provided by each;
o fall-out benefits received by the Adviser and Sub-Adviser, including sources of revenue to the Adviser's affiliates through
administration fees and retention of a portion of the sales charge on Class A shares;
o soft dollar benefits which may enhance the ability of the Adviser or the Sub-Adviser to obtain research and brokerage
services through soft dollar Trust trades which, in turn, may inure to the benefit of their other clients;
47
CONSIDERATION OF THE BOARD IN APPROVING INVESTMENT
ADVISORY AND INVESTMENT SUB-ADVISORY
AGREEMENTS - concluded (Unaudited)
o portfolio management statistics such as portfolio turnover and brokerage commission expenses;
o OMCAP's role as Adviser to the Trust, which may add to its prestige and visibility in the investment community and make it
more attractive to potential clients;
o the economies of scale available to the Adviser and the Sub-Adviser and the resulting economies of scale passed on to
shareholders;
o the capabilities of the Adviser and the Sub-Adviser, including personnel resources;
o fees charged by the Adviser to funds, other than those of the Trust, which are managed by the Adviser;
o the contemplated outsourcing of certain administrative functions and related restructuring of the Adviser, which would
include, among other things, a reduction in the number of Portfolios and personnel;
o current economic and industry trends; and
o the overall balance of shareholder benefits versus Adviser and Sub-Adviser benefits.
Current management fees and effective management fees after expense limitations were reviewed in the context of the Adviser's costs
of providing services and its profitability. In addition, the Trustees reviewed the Lipper Report(s), comparing a Portfolio's
expense ratio, advisory fee, and performance with comparable mutual funds. The Trustees reviewed the costs of the Sub-Adviser in
providing the services and the profitability to the Sub-Adviser with respect to each Portfolio, noting that the Adviser had yet to
realize a profit on the Portfolios. The Trustees discussed with the Adviser the contemplated restructuring of OMCAP, in which the
Adviser would propose to reduce the number of Portfolios, reduce personnel, and outsource certain administrative functions. The
Trustees were assured that any such restructuring would not result in any material diminution of the quality of the services that
the Adviser provides to the Portfolios.
In connection with the approval of the renewal of the Agreements related to the Balanced Portfolio, the Trustees considered the fact
that the actual total expenses of the Portfolio less distribution ranked the Portfolio eighth out of a peer group of nine funds and
that the contractual advisory fee for the Portfolio was lower than three funds in the Portfolio's peer group and higher than three
funds in its peer group. The Board considered the continuing efforts of the Adviser with respect to expenses. The Trustees
considered the fact that the total return performance for the Balanced Portfolio for the one-year period ended March 31, 2009 was
better than five funds in the Portfolio's peer group and below three funds in its peer group, for the three-year period ended March
31, 2009 better than two funds in the Portfolio's peer group and below three funds in its peer group, and since inception better
than three funds in the Portfolio's peer group and below two funds in its peer group.
In connection with the approval of the renewal of the Agreements related to the Conservative Portfolio, the Trustees considered the
fact that the actual total expenses of the Portfolio less distribution ranked the Portfolio eighth out of a peer group of nine funds
and that the contractual advisory fee for the Portfolio was lower than two funds in the Portfolio's peer group and higher than three
funds in its peer group. The Trustees considered the fact that the total return performance for the Conservative Portfolio for the
one-year period ended March 31, 2009 was better than seven funds in the Portfolio's peer group and below one fund in its peer group,
for the three-year period ended March 31, 2009 better than four funds in the Portfolio's peer group and below one fund in its peer
group, and since inception better than the other five funds in the Portfolio's peer group.
In connection with the approval of the renewal of the Agreements related to the Growth Portfolio, the Trustees considered the fact
that the actual total expenses of the Portfolio less distribution ranked the Portfolio ninth out of a peer group of nine funds and
that the contractual advisory fee for the Portfolio was lower than one fund in the Portfolio's peer group but higher than five funds
in its peer group. The Board considered the continuing efforts of the Adviser with respect to expenses.
In connection with the approval of the renewal of the Agreements related to the Moderate Growth Portfolio, the Trustees considered
the fact that the actual total expenses of the Portfolio less distribution ranked the Portfolio ninth out of a peer group of nine
funds and that the contractual advisory fee for the Portfolio was lower than one fund in the Portfolio's peer group but higher than
five funds in its peer group. The Board considered the continuing efforts of the Adviser with respect to expenses. The Trustees
considered the fact that the total return performance for the Moderate Growth Portfolio for the one-year period ended March 31, 2009
was better than two funds in the Portfolio's peer group but below six funds in its peer group, for the three-year period ended March
31, 2009 better than two funds in the Portfolio's peer group and below four funds in its peer group, and since inception better than
two funds in the Portfolio's peer group and below three funds in its peer group.
48
Board Approvals
The Board reviewed additional information provided by the Adviser and the Sub-Adviser. Following extended discussions concerning
this information, the Board determined that the Agreements were reasonable in light of the nature and the quality of the services
provided, and that approval of the Agreements was consistent with the best interests of each Portfolio, as applicable, and
shareholders. The Board, including all of the trustees who are not "interested persons" of the Trust, voting separately at meetings
held in-person, unanimously approved the Agreements on the basis of the foregoing review and discussions. The Board concluded,
among other things:
o that the level of fees to be charged by the Adviser to the Portfolios is comparable to the fees charged by the Adviser to the
other similar funds it advises, as well as to fees charged by other investment advisers and investment sub-advisers to other
funds with similar investment or allocation strategies, and is therefore reasonable, considering the services provided by the
Adviser and the Sub-Adviser;
o that each Portfolio's performance was competitive with that of its performance peer group;
o that the unique and active asset allocation management structure supports the level of fees currently being charged;
o that the Adviser's willingness to voluntarily defer its fees and reimburse expenses to reduce Portfolio expenses indicates a
high level of commitment on the part of the Adviser;
o that the profitability of each Portfolio to the Adviser and the Sub-Adviser, when positive, was reasonable in light of all
the circumstances;
o that the Advisory Agreement contains breakpoints, which will allow shareholders to realize economies of scale as the
Portfolios' assets increase;
o that certain economies of scale factor in approving the Agreements at the present time;
o that the Adviser and Sub-Adviser are experienced and possess significant experience in managing particular asset classes;
o that the Adviser and the Sub-Adviser have demonstrated their commitment to provide sufficient staffing resources and
capabilities to manage the Portfolios, including the retention of personnel with relevant investment management experience;
o that the Adviser and Sub-Adviser appear to have overall high quality in terms of their personnel, operations, financial
condition, investment management capabilities, methodologies and performance;
o that the administrative fees are competitive;
o that the sales charge for Class A shares, of which the Adviser's affiliated broker-dealer retained only a portion, was
competitive; and
o that the receipt of research and brokerage services through soft dollar Trust trades would strengthen the investment
management resources of the Adviser, which might ultimately benefit the Portfolios, as well as other funds within the Trust
and in the Old Mutual complex.
49
FOR MORE INFORMATION
For investors who want more information about Old Mutual Funds I, please contact us at:
| By Telephone:
|
| 888.772.2888
|
| By Mail:
|
| Old Mutual Funds I
| P.O. Box 219534
| Kansas City, Missouri 64121-9534
|
| Via the Internet:
|
| oldmutualfunds.com
This annual report is intended for the information of Old Mutual
Funds I shareholders, but may be used by prospective investors
when preceded or accompanied by a current prospectus. You
may obtain a copy of the prospectus, which contains important
information about the objectives, risks, share classes, charges and
expenses of Old Mutual Funds I, by visiting oldmutualfunds.com
or by calling 888.772.2888. Please read the prospectus carefully
before investing.
[OLD MUTUAL LOGO]
Funds distributed by Old Mutual Investment Partners
R-09-569 09/2009
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2009
Old Mutual Analytic Fund
Old Mutual Analytic Global Fund
Old Mutual China Fund
Old Mutual Copper Rock Emerging Growth Fund
Old Mutual International Bond Fund
Old Mutual International Equity Fund
TABLE OF CONTENTS
About This Report 1
Message to Shareholders 3
Management Discussion of Fund Performance
and Schedules of Investments
Old Mutual Analytic Fund
Class A (ANAEX), Class C (ANCEX), Class Z (ANDEX), Institutional Class (ANIEX) 4
Old Mutual Analytic Global Fund
Class A (ANGAX), Class C (ANGCX), Class Z (ANGZX), Institutional Class (ANGIX) 18
Old Mutual China Fund
Class A (OMNAX), Class C (OMNCX), Class Z (OMNZX), Institutional Class (OMINX) 29
Old Mutual Copper Rock Emerging Growth Fund
Class A (OMARX), Class C (OMCRX), Class Z (OMZRX), Institutional Class (OMIRX) 35
Old Mutual International Bond Fund
Institutional Class (OBIMX) 41
Old Mutual International Equity Fund
Class A (OMXAX), Class C (OMXCX), Class Z (OMXZX), Institutional Class (OMXIX) 48
Statements of Assets & Liabilities 58
Statements of Operations 60
Statements of Changes in Net Assets 62
Statements of Cash Flows 64
Financial Highlights 65
Notes to Financial Statements 69
Report of Independent Registered Public Accounting Firm 83
Notice to Shareholders 84
Proxy Voting and Portfolio Holdings 85
Fund Expenses Example 86
Board of Trustees and Officers of the Trust 88
Considerations of the Board in Approving Investment Advisory and
Investment Sub-Advisory Agreements 90
ABOUT THIS REPORT
HISTORICAL RETURNS
____________________________________________________________________________________________________________________________________
All total returns mentioned in this report account for the change in a Fund's per-share price and the reinvestment of any dividends
and capital gain distributions. If your account is set up to receive Fund dividends and distributions in cash rather than reinvest
them, your actual return may differ from these figures. The Funds' performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares.
Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. Performance results represent past performance, and
current performance may be higher or lower. Please call toll-free at 888-772-2888 or visit oldmutualfunds.com for performance
results current to the most recent month-end.
Performance results for short periods of time may not be representative of longer-term results. Performance without load assumes
that no front-end or contingent deferred sales charge applied or the investment was not redeemed. Performance with load assumes that
a front-end or contingent deferred sales charge applied to the extent applicable. Each of the Funds, except Old Mutual International
Bond Fund offers Class A, Class C, Class Z and Institutional Class shares. The Old Mutual International Bond Fund offers
Institutional Class shares only. Effective following the close of business on August 7, 2009, the Old Mutual Copper Rock Emerging
Growth Fund and Old Mutual International Equity Fund will no longer offer Class C shares to new investors. Class A shares have a
current maximum up-front sales charge of 5.75% and are subject to an annual service fee of 0.25%. Class C shares are subject to
aggregate annual distribution and service fees of 1.00% and will be subject to a contingent deferred sales charge of 1.00% if
redeemed within the first 12 months of purchase. Class Z and Institutional Class shares are only available to eligible shareholders.
The returns for certain periods may reflect fee waivers and/or reimbursements in effect for that period; absent fee waivers and
reimbursements, performance would have been lower.
FUND DATA
____________________________________________________________________________________________________________________________________
This report reflects views, opinions and Fund holdings as of July 31, 2009, the end of the report period, and these views and
opinions are subject to change. The information is not a complete analysis of every aspect of any sector, industry, security or of
the Funds. Opinions and forecasts regarding industries, companies and/or themes and Fund composition and holdings, are subject to
change at any time based on market and other conditions, and should not be construed as a recommendation of any specific security
or as investment advice. Percentage holdings as of July 31, 2009 are included in each Fund's Schedule of Investments. There is no
assurance that the securities purchased will remain in a Fund or that securities sold have not been repurchased.
There are risks associated with mutual fund investing, including the risk of loss of principal. There is no assurance that the
investment process will consistently lead to successful results. There are also risks associated with small- and mid-cap investing,
including limited product lines, less liquidity and small market share. Investments in foreign securities may entail unique risks,
including political, market and currency risks. An investment in a regional fund may involve greater risk and volatility than a more
diversified investment. Investing in fixed income securities involves interest rate risk. When interest rates rise, the value of
fixed income securities generally decreases. High-yield bonds involve a greater risk of default and price volatility than U.S.
Government and other higher-quality bonds. An investment in a Fund is not a bank deposit. It is not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other government agency.
Certain Funds utilize call options, short selling and derivatives as part of their investment strategy. Call options involve certain
risks, such as limited gains and lack of liquidity of the underlying securities, and are not suitable for all investors. There are
risks associated with short selling, including the risk that a Fund may have to cover the short position at a higher price than the
short price, resulting in a loss. A Fund's loss on a short sale is potentially unlimited as a loss occurs when the value of a
security sold short increases. By engaging in certain derivative strategies or investing the proceeds received from selling
securities short, a Fund is employing leverage, which creates special risks. The use of leverage may increase the Fund's exposure to
long equity positions and make any change in the Fund's net asset value greater than without the use of leverage, which could result
in increased volatility of returns. Derivatives are often more volatile than other investments and may magnify a Fund's gains or
losses. A Fund could be negatively affected if the change in market value of the securities fails to correlate with the value of the
derivatives purchased or sold.
1
ABOUT THIS REPORT - concluded
COMPARATIVE INDEXES
____________________________________________________________________________________________________________________________________
The comparative indexes discussed in this report are meant to provide a basis for judging the Funds' performance against specific
benchmarks. Each index shown accounts for both changes in security price and reinvestment of dividends and distributions, but does
not reflect the cost of managing a mutual fund. The total return figures for the Morgan Stanley Capital International ("MSCI")
indexes assume change in security prices and the deduction of local taxes. The Funds may significantly differ in holdings and
composition from an index. Individuals cannot invest directly in an index.
Indexes:
Citigroup Non-U.S. Dollar World Government Bond Index
The Citigroup Non-U.S. Dollar World Government Bond Index is a market-weighted index designed to reflect the performance of the
international developed-government fixed income markets in the following 14 countries: Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden and the United Kingdom.
MSCI China Index
The unmanaged MSCI China Index is a market capitalization-weighted index of Chinese equities that includes Red Chips and H shares
listed on the Hong Kong Stock Exchange and B shares listed on the Shanghai and Shenzhen Exchanges. Red Chips are Mainland Chinese
companies listed on the Hong Kong Stock Exchange that are incorporated in Hong Kong. H Shares are Mainland Chinese companies listed
on the Hong Kong Stock Exchange that are incorporated in Mainland China and approved by the China Securities Regulatory Commission
for a listing in Hong Kong. B Shares are Mainland Chinese stocks listed on the Shanghai and Shenzhen stock exchanges, available to
Chinese and foreign investors.
MSCI EAFE® Index
The unmanaged MSCI EAFE® Index is a market capitalization-weighted index designed to measure the equity market performance of
developed markets, excluding the United States and Canada. As of June 2007, the MSCI EAFE Index consisted of the following 21
developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland,
Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
MSCI World Index
The unmanaged MSCI World Index is a market capitalization-weighted index designed to measure the equity market performance of
developed markets. As of June 2007, the MSCI World Index consisted of the following 23 developed market country indexes: Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States.
Russell 2500™ Growth Index
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™ Index companies with higher price-to-book ratios and higher forecasted growth values.
Standard & Poor's 500 Index
The unmanaged Standard & Poor's 500 ("S&P 500") Index is a market value-weighted index of large-cap common stocks considered
representative of the broad market.
Index returns and statistical data included in this report are provided by Bloomberg and FactSet.
2
MESSAGE TO SHAREHOLDERS
Dear Shareholder:
The fiscal year ended July 31, 2009 was marked by periods of extreme volatility, a severe economic compression and near collapse of
the U.S. financial system. The global economy faced its deepest recession since World War II. The fiscal year also saw a market
rally led by growth stocks in the fourth quarter of 2008 and first quarter of 2009, and a market rally led by low quality names and
micro-cap companies, which helped the worldwide stock markets post rebounds in the second quarter of 2009. Over the fiscal year,
both growth and value styles went in and out of favor with value having a slight edge. U.S. stocks, as measured by the S&P 500
Index, declined by (19.96)% for the one-year period ended July 31, 2009.
From August 2008 through early March 2009, the financial markets continued to be volatile. What began as a subprime real estate
mortgage crisis became a full-blown financial crisis that quickly affected all markets and led to worldwide asset price deflation.
Beginning in early March 2009, the U.S. government, along with other governments around the world, took unprecedented actions to
end the global financial crisis. The last three months of the fiscal year were marked by a striking reversal as riskier assets such
as equities, credit and emerging markets performed relatively well and recovered some of their previous losses.
Despite this challenging environment, Old Mutual Capital, Inc. believes that the current U.S. government policy response may help
the global economy start to recover, although it expects to see higher than normal volatility, making the journey painful. Old
Mutual Capital, Inc. believes that although it may take some time to play out, strong long-term opportunities are available to
patient investors, and as the economy recovers, those investors will likely be rewarded.
As always, we are grateful for your support and will continue to work diligently to enhance your experience as an investor in the
Old Mutual Funds I portfolios. Please do not hesitate to contact us if there is anything we can do to better serve you. Feel free
to contact me directly at President@oldmutualcapital.com, or please see the back cover of this report for other contact
information.
Sincerely,
/s/ Julian Sluyters
Julian F. Sluyters
President
Old Mutual Funds I
3
OLD MUTUAL ANALYTIC FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Analytic Investors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual Analytic Fund (the "Fund") underperformed its benchmark, the S&P 500
Index. The Fund's Class A shares posted a (26.94)% return at net asset value versus a (19.96)% return for the benchmark.
o Sectors that detracted from relative performance included health care, energy and information technology. On the contrary,
industrials, financials and materials were among the sectors that contributed positively to relative performance.
o Long positions in Ashland (no longer a Fund holding) and Intel and a short position in Central European Media Enterprises (no
longer a Fund holding) were among the top contributors to relative performance for the period.
o Long positions in Schlumberger, Cardinal Health and RRI Energy (no longer a Fund holding) were among the top detractors from
relative performance for the period.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual Analytic Fund (the "Fund") underperformed its benchmark, the S&P 500
Index. The Fund's Class A shares posted a (26.94)% return at net asset value versus a (19.96)% return for the
benchmark. Performance for all share classes can be found on page 6.
Q. What investment environment did the Fund face during the past year?
A. For the first seven months of the fiscal year, equities across the globe were down, but then proceeded to climb back up as
investors applauded positive earnings from Citigroup, the U.S. Federal Reserve Board's stimulus efforts and the U.S.
government's plan to unload toxic debt. As the credit markets improved and volatility levels fell, global equity prices rose
significantly through the final five months of the fiscal year.
Q. Which market factors influenced the Fund's relative performance?
A. The equity portion of the Fund detracted from performance during the period. An overweight to companies with attractive asset
utilization, attractive interest coverage and predicted earnings to price ratios contributed positively to performance. In
addition, an underweight to companies with high financial leverage and above-average price momentum also contributed
positively. An overweight to companies with high growth in equity and growth in profitability detracted from performance, as
did an overweight to companies with above-average six-month returns. An underweight to companies with above-average trading
volume and high dividend yields also detracted from performance.
Option positions detracted from performance during the period as the strong market rally that began in March 2009 erased
options gains that were earned earlier in the period. Contracts on the S&P 500 indexes, as well as water and commodity
contracts, added value. On the contrary, contracts on the S&P 100 indexes and contracts in the banking and housing sectors,
detracted from performance.
Global asset allocation contributed negatively to performance, with most of the underperformance occurring in the first half of
the fiscal year. The major detractors were the currency positions and volatility components.
Q. How did portfolio composition affect relative Fund performance?
A. Sectors that detracted from performance included health care, energy and information technology. On the contrary, industrials,
financials and materials were among the sectors that contributed positively to performance.
Long positions in Ashland (no longer a Fund holding) and Intel and a short position in Central European Media Enterprises (no
longer a Fund holding) were among the top contributors for the period. Ashland, a chemical company, saw its share price rise
when it announced that earnings should be better than expected and analysts upgraded its stock. Intel, a semiconductor company,
saw its stock price rise when data showed that consumers were purchasing computers faster than anticipated, a sign of possible
economic recovery. Central European Media Enterprises, a company that invests in, develops and operates commercial television
channels in Central and Eastern Europe, saw its share price harmed in the economic downturn.
Long positions in Schlumberger, Cardinal Health and RRI Energy (no longer a Fund holding) were among the top detractors for the
period. Schlumberger, an oil-field services company, saw its stock price decline due to the fall of crude oil prices. Cardinal
Health, a health care services and product provider, saw its stock price fall upon announcing a spin-off of some of its
clinical and medical products business. RRI Energy, an electricity provider, saw its share price plummet after it cut its
fiscal 2008 profit forecast due to Hurricane Ike and lower commodity prices. The company also reported that it had obtained $1
billion of new financing to replace a credit facility.
Analytic Fund
4
Top Ten Holdings*
as of July 31, 2009
United States Treasury Bill
0.336%, 05/06/2010 6.4%
___________________________________________________________________________________
Exxon Mobil 4.3%
___________________________________________________________________________________
Chevron 3.0%
___________________________________________________________________________________
Intel 2.8%
___________________________________________________________________________________
Comcast, Cl A 2.3%
___________________________________________________________________________________
Occidental Petroleum 2.2%
___________________________________________________________________________________
Sysco 2.0%
___________________________________________________________________________________
AT&T 2.0%
___________________________________________________________________________________
Corning 1.8%
___________________________________________________________________________________
Texas Instruments 1.7%
___________________________________________________________________________________
As a % of Total
Fund Investments 28.5%
___________________________________________________________________________________
* Excludes short-term money market fund.
Top Ten Holdings are all long positions.
Q. What is the investment outlook for the U.S. large-cap stock market?
A. Analytic Investors, LLC ("Analytic"), the Fund's sub-adviser, intends to continue to emphasize companies with attractive cash
flow to price ratios, as well as those companies with above-average asset utilization. Analytic also intends to continue to
focus on companies with above-average historical earnings to price ratios, while moving away from companies with high analyst
dispersion and above-average trading volume. Analytic also intends to de-emphasize those companies with higher-than-average
financial leverage.
Analytic's process is based on the fundamental belief that there is consistency in the types of characteristics investors
prefer. If this belief holds true going forward, the Fund should benefit from being properly positioned towards stocks with
characteristics favored by investors.
Analytic Fund
5
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized Annualized Annualized
Inception 1 Year 5 Year 10 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 03/31/05 (31.11)% n/a n/a (6.59)%
Class A without load 03/31/05 (26.94)% n/a n/a (5.30)%
Class C with load 03/31/05 (28.25)% n/a n/a (6.00)%
Class C without load 03/31/05 (27.52)% n/a n/a (6.00)%
Class Z 07/01/78 (26.72)% (1.94)% (0.30)% 8.45% (1)
Institutional Class 12/09/05 (2) (26.76)% n/a n/a (8.45)%
S&P 500 Index 07/01/78 (19.96)% (0.14)% (1.19)% 11.08%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the November 19, 2008 prospectus) are 2.13% and 2.06%; 2.85% and 2.81%; 1.86% and 1.81%; and 1.89% and
1.79%, respectively.
On December 9, 2005, Old Mutual Analytic Fund (the "Fund") acquired substantially all the assets and liabilities of the Analytic
Defensive Equity Fund, a series of The Advisors' Inner Circle Fund (the "Predecessor Fund"). On June 24, 2002, the Predecessor Fund
acquired substantially all of the assets and liabilities of the Analytic Defensive Equity Fund, a series of UAM Funds, Inc. II.
Substantially similar strategies and policies were used to manage each of the funds. The Fund's Class Z shares are the successor
class of the Predecessor Fund's Institutional Class. The Fund's Institutional Class is new.
(1) Based on Predecessor Fund's inception date of July 1, 1978. Total return is annualized.
(2) The inception date of this share class represents the date initial seed capital was invested by Old Mutual Capital, Inc. The
effective date this share class was available for sale to shareholders was December 16, 2005.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Analytic Fund, Class Z | S&P 500 Index | |
| 7/31/99 | 10,000 | 10,000 | |
| 7/31/00 | 10,116 | 10,897 | |
| 7/31/01 | 9,917 | 9,336 | |
| 7/31/02 | 8,702 | 7,130 | |
| 7/31/03 | 9,335 | 7,889 | |
| 7/31/04 | 10,700 | 8,928 | |
| 7/31/05 | 13,159 | 10,183 | |
| 7/31/06 | 13,706 | 10,730 | |
| 7/31/07 | 15,122 | 12,462 | |
| 7/31/08 | 13,238 | 11,079 | |
| 7/31/09 | 9,701 | 8,868 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class Z shares on
July 31, 1999 to an investment made in an unmanaged securities index on that date. Performance for the Fund's other shares will
vary due to differences in sales charges and expenses. The Fund's performance in this chart and the performance table assumes
reinvestment of dividends and capital gain distributions but does not reflect the deduction of taxes that a shareholder would pay
on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 2.5% | |
| Common Stock | 91.1% | |
| U.S. Treasury Obligations | 6.4% | |
6
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 109.9% Building-Mobile Home/Manufactured Housing - 0.2%
Aerospace/Defense - 3.0% Thor Industries 17,072 $ 408
General Dynamics (B) 38,647 $ 2,141 ______________
Lockheed Martin (B) 20,207 1,511
Raytheon (B) 36,574 1,717 Total Building-Mobile Home/
______________ Manufactured Housing 408
_____________________________________________________________________
Total Aerospace/Defense 5,369
_____________________________________________________________________ Building-Residential/Commercial - 0.0%
Centex 2,515 27
Aerospace/Defense-Equipment - 0.2% ______________
United Technologies 5,753 313
______________ Total Building-Residential/Commercial 27
_____________________________________________________________________
Total Aerospace/Defense-Equipment 313
_____________________________________________________________________ Cable/Satellite TV - 3.5%
Comcast, Cl A (B) 333,973 4,963
Agricultural Chemicals - 0.3% DIRECTV Group* (B) 10,305 267
CF Industries Holdings 952 75 DISH Network, Cl A* 56,282 954
Terra Industries 15,497 452 ______________
______________
Total Cable/Satellite TV 6,184
Total Agricultural Chemicals 527 _____________________________________________________________________
_____________________________________________________________________
Casino Hotels - 0.3%
Agricultural Operations - 0.4% Las Vegas Sands* 64,605 604
Bunge (B) 10,342 724 ______________
______________
Total Casino Hotels 604
Total Agricultural Operations 724 _____________________________________________________________________
_____________________________________________________________________
Cellular Telecommunications - 0.8%
Airlines - 1.1% NII Holdings* (B) 49,492 1,139
Southwest Airlines (B) 243,123 1,909 United States Cellular* (B) 5,602 201
______________ ______________
Total Airlines 1,909 Total Cellular Telecommunications 1,340
_____________________________________________________________________ _____________________________________________________________________
Applications Software - 1.4% Chemicals-Diversified - 0.2%
Microsoft (B) 78,678 1,851 Dow Chemical 20,332 430
Salesforce.com* 13,178 571 Huntsman 1 -
______________ ______________
Total Applications Software 2,422 Total Chemicals-Diversified 430
_____________________________________________________________________ _____________________________________________________________________
Auto/Truck Parts & Equipment-Original - 0.3% Chemicals-Specialty - 0.5%
Johnson Controls 11,538 299 Eastman Chemical 1,725 86
WABCO Holdings 8,766 167 Ecolab (B) 18,452 766
______________ ______________
Total Auto/Truck Parts & Equipment-Original 466 Total Chemicals-Specialty 852
_____________________________________________________________________ _____________________________________________________________________
Beverages-Non-Alcoholic - 0.1% Coal - 0.0%
Pepsi Bottling Group 2,688 91 Arch Coal 5 -
______________ ______________
Total Beverages-Non-Alcoholic 91 Total Coal -
_____________________________________________________________________ _____________________________________________________________________
Beverages-Wine/Spirits - 0.2% Commercial Banks-Central US - 0.2%
Brown-Forman, Cl B (B) 6,230 274 BOK Financial 7,453 312
______________ Cullen/Frost Bankers 1,530 73
______________
Total Beverages-Wine/Spirits 274
_____________________________________________________________________ Total Commercial Banks-Central US 385
_____________________________________________________________________
Broadcast Services/Programming - 0.1%
Liberty Global, Cl A* 2 - Commercial Banks-Southern US - 0.0%
Scripps Networks Interactive, Cl A 4,760 154 BB&T 1 -
______________ ______________
Total Broadcast Services/Programming 154 Total Commercial Banks-Southern US �� -
_____________________________________________________________________ _____________________________________________________________________
Commercial Banks-Western US - 0.6%
Bank of Hawaii 29,009 1,113
______________
Total Commercial Banks-Western US 1,113
_____________________________________________________________________
7
OLD MUTUAL ANALYTIC FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Commercial Services - 0.0% Diversified Manufacturing Operations - 1.1%
Convergys* 2 $ - General Electric 77,279 $ 1,036
______________ Harsco (B) 22,160 610
Illinois Tool Works 7,957 323
Total Commercial Services - ITT 1 -
_____________________________________________________________________ Trinity Industries (B) 1 -
______________
Commercial Services-Finance - 1.9%
H&R Block (B) 50,468 842 Total Diversified Manufacturing Operations 1,969
MasterCard, Cl A 5,211 1,011 _____________________________________________________________________
Visa, Cl A (B) 21,279 1,393
Western Union (B) 5,700 100 E-Commerce/Products - 0.6%
______________ Amazon.com* 11,584 993
______________
Total Commercial Services-Finance 3,346
_____________________________________________________________________ Total E-Commerce/Products 993
_____________________________________________________________________
Computer Services - 0.4%
Accenture, Cl A (B) 21,623 758 E-Commerce/Services - 1.2%
______________ eBay* (B) 97,764 2,077
______________
Total Computer Services 758
_____________________________________________________________________ Total E-Commerce/Services 2,077
_____________________________________________________________________
Computers - 3.0%
Apple* 9,856 1,610 Electric Products-Miscellaneous - 0.0%
Dell* 20,616 276 Molex 4,857 86
Hewlett-Packard (B) 27,662 1,198 ______________
IBM 17,473 2,061
Sun Microsystems* 14,669 135 Total Electric Products-Miscellaneous 86
______________ _____________________________________________________________________
Total Computers 5,280 Electric-Integrated - - 1.5%
_____________________________________________________________________ PPL (B) 76,992 2,602
______________
Computers-Peripheral Equipment - 0.2%
Lexmark International, Cl A* 20,788 301 Total Electric-Integrated 2,602
______________ _____________________________________________________________________
Total Computers-Peripheral Equipment 301 Electronic Components-Semiconductors - 6.0%
_____________________________________________________________________ Broadcom, Cl A* 34,683 979
Intel (B) 312,235 6,011
Consulting Services - 0.0% Texas Instruments (B) 151,791 3,651
Genpact* 2 - ______________
______________
Total Electronic Components-Semiconductors 10,641
Total Consulting Services - _____________________________________________________________________
_____________________________________________________________________
Electronic Measuring Instruments - 0.1%
Containers-Paper/Plastic - 0.1% Agilent Technologies* (B) 5,359 124
Packaging Corp of America 706 14 ______________
Pactiv* 451 11
Sonoco Products 2,928 78 Total Electronic Measuring Instruments 124
______________ _____________________________________________________________________
Total Containers-Paper/Plastic 103 Engineering/R&D Services - 3.1%
_____________________________________________________________________ Aecom Technology* 4,841 157
Fluor (B) 48,169 2,543
Cosmetics & Toiletries - 0.9% Jacobs Engineering Group* (B) 17,234 706
Estee Lauder, Cl A 8,837 322 KBR (B) 103,274 2,188
Procter & Gamble (B) 23,395 1,299 ______________
______________
Total Engineering/R&D Services 5,594
Total Cosmetics & Toiletries 1,621 _____________________________________________________________________
_____________________________________________________________________
Enterprise Software/Services - 0.0%
Distribution/Wholesale - 0.8% CA 1 -
Ingram Micro, Cl A* (B) 18,550 312 ______________
Tech Data* (B) 29,886 1,044
______________ Total Enterprise Software/Services -
_____________________________________________________________________
Total Distribution/Wholesale 1,356
_____________________________________________________________________ Entertainment Software - 1.5%
Electronic Arts* (B) 120,900 2,596
Diversified Banking Institution - 1.2% ______________
Bank of America (B) 149,569 2,212
______________ Total Entertainment Software 2,596
_____________________________________________________________________
Total Diversified Banking Institution 2,212
_____________________________________________________________________
8
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Fiduciary Banks - 2.6% Independent Power Producer - 1.8%
Bank of New York Mellon (B) 96,030 $ 2,625 NRG Energy* (B) 120,387 $ 3,276
Northern Trust (B) 32,164 1,924 ______________
______________
Total Independent Power Producer 3,276
Total Fiduciary Banks 4,549 _____________________________________________________________________
_____________________________________________________________________
Internet Security - 0.2%
Finance-Credit Card - 2.0% VeriSign* 17,891 366
American Express 75,920 2,151 ______________
Discover Financial Services 120,692 1,434
______________ Total Internet Security 366
_____________________________________________________________________
Total Finance-Credit Card 3,585
_____________________________________________________________________ Investment Management/Advisory Services - 4.4%
BlackRock (B) 11,335 2,160
Finance-Investment Banker/Broker - 1.3% Franklin Resources 27,890 2,473
Charles Schwab (B) 120,999 2,162 Invesco 20,233 400
TD Ameritrade Holding* 6,094 113 Janus Capital Group 1 -
______________ T Rowe Price Group (B) 61,285 2,863
______________
Total Finance-Investment Banker/Broker 2,275
_____________________________________________________________________ Total Investment Management/Advisory Services 7,896
_____________________________________________________________________
Financial Guarantee Insurance - 0.2%
MBIA* 90,422 379 Life/Health Insurance - 0.8%
______________ Aflac 15,535 588
Torchmark 23,283 909
Total Financial Guarantee Insurance 379 Unum Group 1 -
_____________________________________________________________________ ______________
Food-Meat Products - 1.3% Total Life/Health Insurance 1,497
Tyson Foods, Cl A (B) 200,730 2,294 _____________________________________________________________________
______________
Machinery-Construction & Mining - 0.1%
Total Food-Meat Products 2,294 Joy Global 4,756 177
_____________________________________________________________________ ______________
Food-Miscellaneous/Diversified - 1.5% Total Machinery-Construction & Mining 177
Sara Lee 254,807 2,711 _____________________________________________________________________
______________
Machinery-Farm - - 1.2%
Total Food-Miscellaneous/Diversified 2,711 AGCO* (B) 65,479 2,060
_____________________________________________________________________ ______________
Food-Wholesale/Distribution - 2.4% Total Machinery-Farm 2,060
Sysco (B) 182,618 4,339 _____________________________________________________________________
______________
Medical Products - 3.0%
Total Food-Wholesale/Distribution 4,339 Johnson & Johnson (B) 42,276 2,574
_____________________________________________________________________ Stryker (B) 53,667 2,087
Varian Medical Systems* 1 -
Gas-Distribution - 0.7% Zimmer Holdings* 12,946 603
Energen 28,172 1,164 ______________
______________
Total Medical Products 5,264
Total Gas-Distribution 1,164 _____________________________________________________________________
_____________________________________________________________________
Medical-Biomedical/Genetic - - 3.1%
Hospital Beds/Equipment - 0.2% Amgen* 11,498 716
Hill-Rom Holdings (B) 18,577 318 Biogen Idec* 35,188 1,673
______________ Celgene* 4,588 261
Gilead Sciences* (B) 42,979 2,103
Total Hospital Beds/Equipment 318 OSI Pharmaceuticals* 19,828 670
_____________________________________________________________________ ______________
Hotels & Motels - 0.0% Total Medical-Biomedical/Genetic 5,423
Marriott International, Cl A 40 1 _____________________________________________________________________
______________
Total Hotels & Motels 1
_____________________________________________________________________
Human Resources - 0.1%
Hewitt Associates, Cl A* 5,467 164
______________
Total Human Resources 164
_____________________________________________________________________
9
OLD MUTUAL ANALYTIC FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Medical-Drugs - 3.9% Networking Products - 0.5%
Abbott Laboratories 24,221 $ 1,090 Cisco Systems* 39,823 $ 876
Forest Laboratories* (B) 27,494 710 ______________
Merck (B) 39,585 1,188
Pfizer (B) 126,672 2,018 Total Networking Products 876
Schering-Plough (B) 30,570 810 _____________________________________________________________________
Wyeth (B) 25,033 1,165
______________ Non-Ferrous Metals - 0.0%
Titanium Metals 1 -
Total Medical-Drugs 6,981 ______________
_____________________________________________________________________
Total Non-Ferrous Metals -
Medical-HMO - 1.2% _____________________________________________________________________
Coventry Health Care* 25,782 593
Health Net* (B) 9,826 133 Oil & Gas Drilling - 0.1%
Humana* 24,228 796 Patterson-UTI Energy 1 -
UnitedHealth Group (B) 19,691 553 Pride International* 1 -
______________ Rowan 7,056 151
______________
Total Medical-HMO 2,075
_____________________________________________________________________ Total Oil & Gas Drilling 151
_____________________________________________________________________
Medical-Hospitals - 0.5%
Health Management Associates, Cl A* 2 - Oil Companies-Exploration & Production - 3.1%
Tenet Healthcare* 213,790 844 Apache (B) 7,345 617
______________ Encore Acquisition* 1,996 71
Occidental Petroleum (B) 65,210 4,652
Total Medical-Hospitals 844 Pioneer Natural Resources (B) 4,717 135
_____________________________________________________________________ ______________
Medical-Wholesale Drug Distributors - 3.2% Total Oil Companies-Exploration & Production 5,475
AmerisourceBergen (B) 158,543 3,126 _____________________________________________________________________
Cardinal Health (B) 26,019 866
McKesson (B) 34,685 1,774 Oil Companies-Integrated - - 11.8%
______________ Chevron (B) 92,499 6,426
ConocoPhillips 5,161 226
Total Medical-Wholesale Drug Distributors 5,766 Exxon Mobil (B) 128,626 9,054
_____________________________________________________________________ Hess 40,106 2,214
Marathon Oil 19,350 624
Metal Processors & Fabricators - 0.2% Murphy Oil (B) 40,716 2,370
Commercial Metals 1 - ______________
Timken (B) 21,623 441
______________ Total Oil Companies-Integrated 20,914
_____________________________________________________________________
Total Metal Processors & Fabricators 441
_____________________________________________________________________ Oil Field Machinery & Equipment - 0.1%
Cameron International* 4,723 147
Metal-Copper - 0.1% National Oilwell Varco* 119 4
Southern Copper 3,893 100 ______________
______________
Total Oil Field Machinery & Equipment 151
Total Metal-Copper 100 _____________________________________________________________________
_____________________________________________________________________
Oil-Field Services - 0.4%
Metal-Iron - 0.2% �� Baker Hughes 1,970 80
Cliffs Natural Resources 15,517 425 Halliburton (B) 5,257 116
______________ Oil States International* 1 -
Schlumberger 10,009 535
Total Metal-Iron 425 ______________
_____________________________________________________________________
Total Oil-Field Services 731
Multi-line Insurance - 0.0% _____________________________________________________________________
American Financial Group 1,232 30
______________ Paper & Related Products - 0.3%
International Paper 24,691 464
Total Multi-line Insurance 30 MeadWestvaco 5,956 116
_____________________________________________________________________ ______________
Multimedia - 0.7% Total Paper & Related Products 580
McGraw-Hill 316 10 _____________________________________________________________________
Walt Disney (B) 47,417 1,191
______________
Total Multimedia 1,201
_____________________________________________________________________
10
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Pharmacy Services - 0.0% Retail-Discount - - 1.8%
Express Scripts* 1 $ - Big Lots* 41,913 $ 966
______________ BJ's Wholesale Club* 13,633 455
Costco Wholesale (B) 28,938 1,432
Total Pharmacy Services - Target 1 -
_____________________________________________________________________ Wal-Mart Stores 7,761 387
______________
Real Estate Operation/Development - 0.0%
Forest City Enterprises, Cl A 3,396 24 Total Retail-Discount 3,240
______________ _____________________________________________________________________
Total Real Estate Operation/Development 24 Retail-Drug Store - 0.8%
_____________________________________________________________________ Walgreen (B) 46,227 1,435
______________
REITs-Hotels - 0.1%
Hospitality Properties Trust 10,550 167 Total Retail-Drug Store 1,435
______________ _____________________________________________________________________
Total REITs-Hotels 167 Retail-Mail Order - 0.3%
_____________________________________________________________________ Williams-Sonoma 43,303 609
______________
REITs-Office Property - 0.3%
Alexandria Real Estate Equities 14,674 559 Total Retail-Mail Order 609
______________ _____________________________________________________________________
Total REITs-Office Property 559 Retail-Major Department Store - 0.2%
_____________________________________________________________________ JC Penney 9,588 289
______________
REITs-Storage - 0.5%
Public Storage (B) 13,502 980 Total Retail-Major Department Store 289
______________ _____________________________________________________________________
Total REITs-Storage 980 Retail-Restaurants - - 0.9%
_____________________________________________________________________ Brinker International 32,201 536
Starbucks* 61,907 1,096
Retail-Apparel/Shoe - 0.7% ______________
Foot Locker 1 -
Gap (B) 46,162 753 Total Retail-Restaurants 1,632
Guess? 18,076 525 _____________________________________________________________________
______________
S&L/Thrifts-Eastern US - 0.4%
Total Retail-Apparel/Shoe 1,278 Hudson City Bancorp 44,896 631
_____________________________________________________________________ ______________
Retail-Automobile - 0.1% Total S&L/Thrifts-Eastern US 631
Carmax* 11,275 182 _____________________________________________________________________
______________
Semiconductor Components-Integrated Circuits - 0.0%
Total Retail-Automobile 182 Marvell Technology Group* 1 -
_____________________________________________________________________ ______________
Retail-Bookstore - 0.1% Total Semiconductor Components-Integrated Circuits -
Barnes & Noble 9,435 217 _____________________________________________________________________
______________
Super-Regional Banks-US - 2.1%
Total Retail-Bookstore 217 US Bancorp (B) 165,097 3,370
_____________________________________________________________________ Wells Fargo (B) 16,141 395
______________
Retail-Building Products - 0.0%
Lowe's 1 - Total Super-Regional Banks-US 3,765
______________ _____________________________________________________________________
Total Retail-Building Products - Telecommunications Equipment-Fiber Optics - 2.2%
_____________________________________________________________________ Corning (B) 227,419 3,866
______________
Retail-Computer Equipment - 0.2%
GameStop, Cl A* 15,266 334 Total Telecommunications Equipment-Fiber Optics 3,866
______________ _____________________________________________________________________
Total Retail-Computer Equipment 334 Telephone-Integrated - 3.4%
_____________________________________________________________________ AT&T (B) 164,118 4,305
Sprint Nextel* (B) 430,377 1,722
Retail-Consumer Electronics - 0.2% ______________
RadioShack 26,298 408
______________ Total Telephone-Integrated 6,027
_____________________________________________________________________
Total Retail-Consumer Electronics 408
_____________________________________________________________________ Tobacco - 2.0%
Philip Morris International (B) 77,884 3,629
______________
Total Tobacco 3,629
_____________________________________________________________________
11
OLD MUTUAL ANALYTIC FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Shares/Face
Description Amount (000) Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Transport-Rail - 0.1% Auto-Medium & Heavy Duty Trucks - (0.1)%
CSX 3,296 $ 132 Oshkosh (5,671) $ (156)
______________ ______________
Total Transport-Rail 132 Total Auto-Medium & Heavy Duty Trucks (156)
_____________________________________________________________________ _____________________________________________________________________
Transport-Services - 0.1% Broadcast Services/Programming - - (0.5)%
United Parcel Service, Cl B 2,491 134 Liberty Media - Capital, Ser A* (63,479) (926)
______________ ______________
Total Transport-Services 134 Total Broadcast Services/Programming (926)
_____________________________________________________________________ _____________________________________________________________________
Web Portals/ISP - 0.8% Building & Construction Products-Miscellaneous - (0.2)%
Google, Cl A* (B) 2,113 936 Owens Corning* (14,879) (273)
Yahoo!* (B) 31,055 445 ______________
______________
Total Building & Construction Products-Miscellaneous (273)
Total Web Portals/ISP 1,381 _____________________________________________________________________
_____________________________________________________________________
Building Products-Cement/Aggregate - (0.0)%
Wireless Equipment - 2.4% Eagle Materials (2,112) (58)
Motorola (B) 246,430 1,764 ______________
QUALCOMM 55,346 2,558
______________ Total Building Products-Cement/Aggregate (58)
_____________________________________________________________________
Total Wireless Equipment 4,322
______________ Building-Residential/Commercial - - (0.2)%
KB Home (1) -
Total Common Stock (Cost $164,685) 194,971 MDC Holdings (3,587) (126)
_____________________________________________________________________ Toll Brothers* (16,212) (317)
______________
U.S. Treasury Obligations - 7.8%
United States Treasury Bill Total Building-Residential/Commercial (443)
0.336%, 05/06/2010 (C) $ 13,810 13,773 _____________________________________________________________________
______________
Commercial Banks-Central US - (0.0)%
Total U.S. Treasury Obligations (Cost $13,775) 13,773 Marshall & Ilsley (139) (1)
_____________________________________________________________________ ______________
Money Market Fund - 3.0% Total Commercial Banks-Central US (1)
Dreyfus Cash Management Fund, _____________________________________________________________________
Institutional Class, 0.329% (A) 5,366,579 5,367
______________ Commercial Banks-Southern US - (0.3)%
First Horizon National* (39,327) (504)
Total Money Market Fund (Cost $5,367) 5,367 ______________
_____________________________________________________________________
Total Commercial Banks-Southern US (504)
Total Investments - 120.7% (Cost $183,827) 214,111 _____________________________________________________________________
_____________________________________________________________________
Commercial Banks-Western US - (0.1)%
Securities Sold Short - (18.3)% Zions Bancorporation (10,449) (142)
Advertising Sales - (0.0)% ______________
Clear Channel Outdoor Holdings, Cl A* (4,315) (25)
______________ Total Commercial Banks-Western US (142)
_____________________________________________________________________
Total Advertising Sales (25)
_____________________________________________________________________ Commercial Services - (0.3)%
Weight Watchers International (19,154) (534)
Aerospace/Defense - (0.1)% ______________
TransDigm Group* (6,344) (243)
______________ Total Commercial Services (534)
_____________________________________________________________________
Total Aerospace/Defense (243)
_____________________________________________________________________ Computers-Integrated Systems - (0.0)%
Brocade Communications Systems* (3,190) (25)
Aerospace/Defense-Equipment - (0.2)% ______________
BE Aerospace* (20,754) (335)
______________ Total Computers-Integrated Systems (25)
_____________________________________________________________________
Total Aerospace/Defense-Equipment (335)
_____________________________________________________________________ Consumer Products-Miscellaneous - (0.1)%
Jarden* (10,731) (265)
Airlines - (0.1)% ______________
Delta Air Lines* (31,999) (222)
______________ Total Consumer Products-Miscellaneous (265)
_____________________________________________________________________
Total Airlines (222)
_____________________________________________________________________ Diagnostic Kits - (0.3)%
Inverness Medical Innovations* (16,840) (567)
Applications Software - (0.3)% ______________
Nuance Communications* (45,733) (604)
______________ Total Diagnostic Kits (567)
_____________________________________________________________________
Total Applications Software (604)
_____________________________________________________________________
12
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Dialysis Centers - (0.2)% Machinery-General Industry - - (0.2)%
DaVita* (6,732) $ (335) Manitowoc (70,635) $ (437)
______________ ______________
Total Dialysis Centers (335) Total Machinery-General Industry (437)
_____________________________________________________________________ _____________________________________________________________________
Electronic Components-Semiconductors - (0.7)% Medical-Biomedical/Genetic - (0.8)%
International Rectifier* (24,530) (406) Dendreon* (8,409) (204)
Rambus* (45,810) (776) United Therapeutics* (2,215) (205)
______________ Vertex Pharmaceuticals* (26,557) (956)
______________
Total Electronic Components-Semiconductors (1,182)
_____________________________________________________________________ Total Medical-Biomedical/Genetic (1,365)
_____________________________________________________________________
Electronic Measuring Instruments - (0.2)%
Itron* (5,582) (291) Medical-Drugs - - (0.9)%
______________ King Pharmaceuticals* (144,959) (1,315)
Valeant Pharmaceuticals International* (8,529) (220)
Total Electronic Measuring Instruments (291) ______________
_____________________________________________________________________
Total Medical-Drugs (1,535)
Finance-Auto Loans - (0.2)% _____________________________________________________________________
AmeriCredit* (17,521) (275)
______________ Medical-Generic Drugs - (0.1)%
Perrigo (4,105) (111)
Total Finance-Auto Loans (275) ______________
_____________________________________________________________________
Total Medical-Generic Drugs (111)
Finance-Consumer Loans - (0.4)% _____________________________________________________________________
SLM* (82,376) (732)
Student Loan (499) (22) Multi-line Insurance - (0.9)%
______________ Genworth Financial, Cl A (66,275) (457)
Hartford Financial Services Group (46,772) (771)
Total Finance-Consumer Loans (754) XL Capital, Cl A (28,684) (404)
_____________________________________________________________________ ______________
Finance-Investment Banker/Broker - (0.5)% Total Multi-line Insurance (1,632)
Greenhill (1,227) (92) _____________________________________________________________________
Jefferies Group (27,822) (636)
Lazard, Cl A (6,660) (246) Multimedia - (0.3)%
______________ Liberty Media - Entertainment, Ser A* (17,927) (501)
______________
Total Finance-Investment Banker/Broker (974)
_____________________________________________________________________ Total Multimedia (501)
_____________________________________________________________________
Finance-Other Services - (0.0)%
NASDAQ OMX Group* (1) - Oil Companies-Exploration & Production - (2.1)%
______________ Forest Oil* (9,575) (161)
Mariner Energy* (2,491) (30)
Total Finance-Other Services - Newfield Exploration* (13,221) (520)
_____________________________________________________________________ Plains Exploration & Production* (68,973) (1,976)
Quicksilver Resources* (73,746) (845)
Hospital Beds/Equipment - (0.3)% SandRidge Energy* (15,350) (144)
Kinetic Concepts* (17,551) (555) ______________
______________
Total Oil Companies-Exploration & Production (3,676)
Total Hospital Beds/Equipment (555) _____________________________________________________________________
_____________________________________________________________________
Oil-Field Services - (0.1)%
Investment Management/Advisory Services - (0.9)% Helix Energy Solutions Group* (12,123) (127)
Affiliated Managers Group* (3,169) (209) ______________
Ameriprise Financial (14,453) (402)
Legg Mason (32,767) (922) Total Oil-Field Services (127)
______________ _____________________________________________________________________
Total Investment Management/Advisory Services (1,533) Pipelines - (1.1)%
_____________________________________________________________________ El Paso (184,686) (1,858)
Oneok (4,446) (147)
Life/Health Insurance - (0.5)% ______________
Lincoln National (4,806) (102)
Protective Life (31,853) (476) Total Pipelines (2,005)
Prudential Financial (8,348) (370) _____________________________________________________________________
______________
Total Life/Health Insurance (948)
_____________________________________________________________________
13
OLD MUTUAL ANALYTIC FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Shares/
Description Shares Value (000) Description Contracts Value (000)
_____________________________________________________________________ _____________________________________________________________________
Property/Casualty Insurance - (0.2)% Transport-Marine - (0.1)%
Markel* (1,098) $ (346) Teekay (9,268) $ (165)
OneBeacon Insurance Group, Cl A (6,895) (78) ______________
______________
Total Transport-Marine (165)
Total Property/Casualty Insurance (424) _____________________________________________________________________
_____________________________________________________________________
Water - - (0.0)%
Real Estate Management/Services - (0.3)% American Water Works (1) -
CB Richard Ellis Group, Cl A* (42,189) (460) ______________
______________
Total Water -
Total Real Estate Management/Services (460) _____________________________________________________________________
_____________________________________________________________________
Wireless Equipment - (0.6)%
REITs-Apartments - (0.0)% SBA Communications, Cl A* (40,224) (1,049)
Apartment Investment & ______________
Management, Cl A (7,859) (74)
UDR (1) - Total Wireless Equipment (1,049)
______________ _____________________________________________________________________
Total REITs-Apartments (74) X-Ray Equipment - (0.7)%
_____________________________________________________________________ Hologic* (79,689) (1,171)
______________
REITs-Regional Malls - (0.2)%
Taubman Centers (16,350) (435) Total X-Ray Equipment (1,171)
______________ ______________
Total REITs-Regional Malls (435) Total Securities Sold Short
_____________________________________________________________________ (Proceeds received $(28,500)) (32,550)
_____________________________________________________________________
Retail-Auto Parts - (0.2)%
AutoZone* (1,606) (247) Written Option Contracts - (4.5)%
O'Reilly Automotive* (1,878) (76) NYSE Arca Pharmaceutical Index
______________ August 2009, 100 Call
Strike Price: $250* (100) (310)
Total Retail-Auto Parts (323) ISE SINdex
_____________________________________________________________________ August 2009, 100 Call
Strike Price: $90* (535) (391)
S&L/Thrifts-Western US - (0.1)% ISE U.S. Regional Banks Index
Washington Federal (10,974) (153) August 2009, 100 Call
______________ Strike Price: $17.5* (9,405) (705)
KBW Bank Index
Total S&L/Thrifts-Western US (153) August 2009, 100 Call
_____________________________________________________________________ Strike Price: $40* (4,835) (822)
Morgan Stanley Cyclical Index
Semiconductor Components-Integrated Circuits - (1.1)% August 2009, 100 Call
Cypress Semiconductor* (144,456) (1,534) Strike Price: $640* (220) (1,098)
Linear Technology (17,080) (459) S&P 400 Midcap Index
______________ August 2009, 100 Call
Strike Price: $600* (350) (1,127)
Total Semiconductor Components-Integrated Circuits (1,993) S&P 500 Index
_____________________________________________________________________ August 2009, 100 Call
Strike Price: $1,000* (465) (767)
Semiconductor Equipment - (0.6)% S&P 500 Index
Lam Research* (32,594) (980) August 2009, 100 Call
______________ Strike Price: $975* (200) (544)
S&P 500 Index
Total Semiconductor Equipment (980) August 2009, 100 Call
_____________________________________________________________________ Strike Price: $990* (200) (360)
S&P 600 Small Cap Index
Super-Regional Banks-US - (0.4)% Aug 2009, 100 Call
Capital One Financial (776) (24) Strike Price: $265* (570) (1,778)
Comerica (13,872) (331) ______________
Huntington Bancshares (84,187) (344)
______________ Total Written Option Contracts
(Proceeds received $(4,152)) (7,902)
Total Super-Regional Banks-US (699) _____________________________________________________________________
_____________________________________________________________________
Other Assets and Liabilities, Net - 2.1% 3,670
Telecommunications Equipment-Fiber Optics - (0.4)% _____________________________________________________________________
Ciena* (71,035) (793)
______________ Total Net Assets - 100.0% $ 177,329
_____________________________________________________________________
Total Telecommunications Equipment-Fiber Optics (793)
_____________________________________________________________________
Therapeutics - (0.2)%
BioMarin Pharmaceutical* (16,590) (272)
______________
Total Therapeutics (272)
_____________________________________________________________________
14
The Fund had the following futures contracts open as of July 31, 2009:
Unrealized
Contract Appreciation
Contract Number of Value Expiration (Depreciation)
Description Contracts (000) Date (000)
________________________________ ___________ __________ ____________ ______________
Long Positions:
AEX Index Future 175 $ 14,088 08/21/2009 $ 1,571
CAC 40 Index Future 371 18,098 08/21/2009 1,481
CBOE Volatility Index Future 162 4,415 08/18/2009 (425)
DAX Index Future 37 7,043 09/18/2009 632
IBEX 35 Index Future 120 18,521 08/21/2009 2,077
S&P 500 EMINI Index Future 115 5,660 09/18/2009 198
TOPIX Index Future 79 7,977 09/10/2009 307
Short Positions:
FTSE 100 Index Future (236) (18,040) 09/18/2009 (1,318)
Hang Seng Index Future (17) (2,233) 08/28/2009 (30)
OMXS30 Index Future (1,027) (12,549) 08/21/2009 (1,189)
S&P/TSE 60 Index Future (82) (9,937) 09/17/2009 (165)
S&P MIB Index Future (66) (9,691) 09/18/2009 (543)
SPI 200 Index Future (164) (14,426) 09/17/2009 (819)
_______
$ 1,777
_______
As of July 31, 2009, the Fund had the following forward foreign currency contracts outstanding:
Unrealized
Appreciation
Settlement Currency Currency (Depreciation)
Counterparty Date to Deliver to Receive (000)
________________________ __________ ________________ __________________ ______________
Morgan Stanley & Co Inc 09/16/09 USD (34,077,281) AUD 42,000,000 $ 911
Morgan Stanley & Co Inc 09/16/09 USD (20,718,288) CAD 24,000,000 1,570
Morgan Stanley & Co Inc 09/16/09 USD (2,803,240) EUR 2,000,000 47
Morgan Stanley & Co Inc 09/16/09 USD (8,267,990) GBP 5,000,000 82
Morgan Stanley & Co Inc 09/16/09 USD (18,625,559) JPY 1,800,000,000 409
Morgan Stanley & Co Inc 09/16/09 USD (12,542,110) NZD 20,000,000 654
Morgan Stanley & Co Inc 09/16/09 USD (35,126,978) SEK 270,000,000 2,315
Morgan Stanley & Co Inc 09/16/09 CAD (39,000,000) USD 35,501,343 (718)
Morgan Stanley & Co Inc 09/16/09 EUR (26,000,000) USD 36,565,932 (489)
Morgan Stanley & Co Inc 09/16/09 GBP (1,000,000) USD 1,634,058 (36)
Morgan Stanley & Co Inc 09/16/09 NOK (150,000,000) USD 23,340,306 (1,112)
Morgan Stanley & Co Inc 09/16/09 NZD (34,000,000) USD 21,814,774 (619)
Morgan Stanley & Co Inc 09/16/09 SEK (40,000,000) USD 5,160,358 (387)
_______
$ 2,627
_______
For descriptions of abbreviations and footnotes, please refer to page 57.
15
OLD MUTUAL ANALYTIC FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
Other Information:
The Fund invested in various derivative instruments during the year ended July 31, 2009. The primary types of risk associated with
these derivative instruments are credit risk, equity risk, foreign exchange risk and interest rate risk. Refer to Note 2 in the
Notes to Financial Statements for further discussion about these risks and the objectives for utilizing derivative instruments. The
effects of these derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of
Assets and Liabilities and Statement of Operations are presented in the tables below.
The fair value of derivative instruments as of July 31, 2009 by risk category:
Asset Derivatives Liability Derivatives
____________________________________________________________________________________________
Statement of Asset Statement of Asset
Derivatives not designated as hedging instruments, and Liabilities Fair Value and Liabilities Fair Value
carried at fair value Location (000) Location (000)
____________________________________________________________________________________________________________________________________________________
Variation Margin Receivable on Variation Margin Payable on
Equity contracts Futures Contracts $ 6,266† Futures Contracts $ (4,489)†
Written Option Contracts,
Equity contracts - at Value (7,902)
Foreign exchange contracts Unrealized Gain on Forward Unrealized Loss on Forward
Foreign Currency Contracts 5,988 Foreign Currency Contracts (3,361)
_______ ________
Total 12,254 (15,752)
_______ ________
† Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current day's variation
margin is reported within the Statement of Assets and Liabilities.
The effects of derivative instruments on the Statement of Operations for the year ended July 31, 2009 are as follows (000):
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________________________
Forward Foreign Written
Derivatives not designated as hedging instruments, Futures Currency Option
carried at fair value Contracts Contracts Contracts Total
____________________________________________________________________________________________________________________________________________________
Equity contracts $(20,572) $ - $17,101 $ (3,471)
Foreign exchange contracts 7,139 (27,825) - (20,686)
________ ________ _______ ________
Total $(13,433) $(27,825) $17,101 $(24,157)
________ ________ _______ ________
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________________________
Forward Foreign Written
Derivatives not designated as hedging instruments, Futures Currency Option
carried at fair value Contracts Contracts Contracts Total
____________________________________________________________________________________________________________________________________________________
Equity contracts $7,839 $ - $(1,387) $ 6,452
Foreign exchange contracts - (5,142) - (5,142)
______ _______ _______ _______
Total $7,839 $(5,142) $(1,387) $ 1,310
______ _______ _______ _______
The Fund utilizes various inputs in determining the value of its investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own assumption in determining the fair value of investments)
16
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in
those securities. A summary of the inputs used as of July 31, 2009 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $194,971 $ - $- $194,971
U.S. Treasury Obligations - 13,773 - 13,773
Money Market Fund 5,367 - - 5,367
Securities Sold Short
Securities Sold Short (32,550) - - (32,550)
Other Financial Instruments
Futures Contracts* 1,777 - - 1,777
Written Option Contracts (7,902) - - (7,902)
Forward Foreign Currency Contracts* - 2,627 - 2,627
____________________________________________________________________________________________________________________________________
Total Investments $161,663 $16,400 $- $178,063
____________________________________________________________________________________________________________________________________
* Futures contracts and forward foreign currency contracts are not reflected in the Schedule of Investments and are valued at the
unrealized appreciation/depreciation of the instrument.
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
17
OLD MUTUAL ANALYTIC GLOBAL FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Analytic Investors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual Analytic Global Fund (the "Fund") underperformed its benchmark, the
MSCI World Index. The Fund's Class A shares posted a (32.49)% return at net asset value versus a (21.61)% return for the
benchmark.
o Sectors that detracted from relative performance included health care, consumer staples and industrials. On the contrary,
energy, financials and materials were among the sectors that contributed positively to relative performance.
o Long positions in Teck Resources (no longer a Fund holding), Apple and Yum! Brands were among the top contributors to relative
performance for the period.
o Long positions in Hitachi (no longer a Fund holding) and Procter & Gamble and a short position in Apartment Investment &
Management (no longer a Fund holding) were among the top detractors from relative performance for the period.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual Analytic Global Fund (the "Fund") underperformed its benchmark, the
MSCI World Index. The Fund's Class A shares posted a (32.49)% return at net asset value versus a (21.61)% return for the
benchmark. Performance for all share classes can be found on page 20.
Q. What investment environment did the Fund face during the past year?
A. For the first seven months of the fiscal year, equities across the globe were down, but then proceeded to climb back up as
investors applauded positive earnings from Citigroup, the U.S. Federal Reserve Board's stimulus efforts and the U.S.
government's plan to unload toxic debt. As the credit markets improved and volatility levels fell, global equity prices rose
significantly through the final five months of the fiscal year.
Q. Which market factors influenced the Fund's relative performance?
A. The equity portion of the Fund detracted from performance during the period. An overweight to companies with attractive profit
margins and above-average earnings to price ratios contributed positively to performance. In addition, an underweight to
companies with above-average analyst dispersion and book to price ratios also contributed positively. An overweight to
companies with above-average return on assets and forward earnings to price ratios detracted from performance, as did an
underweight to companies with above-average revenue growth and debt to equity ratios.
Option positions detracted from performance during the period as the strong market rally that began in March 2009 erased
options gains that were earned earlier in the period. Contracts on the S&P indexes, as well as oil and gas contracts, added
value. On the contrary, contracts on the Russell indexes and contracts in the banking and housing sectors, detracted from
performance.
Global asset allocation contributed negatively to performance, with most of the underperformance occurring in the first half of
the fiscal year. The major detractors were the currency positions and volatility components.
Q. How did portfolio composition affect relative Fund performance?
A. Sectors that detracted from performance included health care, consumer staples and industrials. On the contrary, energy,
financials and materials were among the sectors that contributed positively to performance.
Long positions in Teck Resources (no longer a Fund holding), Apple and Yum! Brands were among the top contributors for the
period. Teck Resources, a mining company, saw its stock price rise when it entered into several financing deals allowing it to
pay down debt. Computer hardware manufacturer, Apple, saw its stock price rise when its Chief Executive Officer went public
with his health problems, alleviating investors' fears that he would step down. Yum! Brands, a restaurant company, saw its
stock price rise when its revenue rose.
Long positions in Hitachi (no longer a Fund holding) and Procter & Gamble and a short position in Apartment Investment &
Management (no longer a Fund holding) were among the top detractors for the period. Hitachi, a Japanese electronics maker,
announced that it was being investigated for alleged price fixing of power transformers. Consumer goods conglomerate, Procter &
Gamble, was hurt due to disappointing earnings results. Apartment Investment & Management, a real estate investment manager
with apartment complexes in 46 states, benefited due to the housing market crisis, as previous homeowners looked to rent.
Analytic Global Fund
18
Top Ten Holdings*
as of July 31, 2009
United States Treasury Bill
0.336%, 05/06/2010 8.2%
___________________________________________________________________________________
Apple 2.3%
___________________________________________________________________________________
Johnson & Johnson 2.0%
___________________________________________________________________________________
General Dynamics 1.9%
___________________________________________________________________________________
Raytheon 1.8%
___________________________________________________________________________________
Reed Elsevier 1.6%
___________________________________________________________________________________
Vodafone Group 1.5%
___________________________________________________________________________________
Yum! Brands 1.5%
___________________________________________________________________________________
Royal Dutch Shell, Cl A 1.4%
___________________________________________________________________________________
Western Union 1.4%
___________________________________________________________________________________
As a % of Total
Fund Investments 23.6%
___________________________________________________________________________________
* Top Ten Holdings are all long positions.
Q. What is the investment outlook for the global stock market?
A. Analytic Investors, LLC ("Analytic"), the Fund's sub-adviser, intends to continue to emphasize companies with above-average
earnings quality, measured through cash flow, as well as those companies with attractive book to price and sales to price
ratios. Analytic also intends to continue to focus on companies with above-average asset turnover, while moving away from
companies with attractive debt to equity ratios. Analytic also intends to de-emphasize those companies with above-average
momentum and high analyst dispersion.
Analytic's process is based on the fundamental belief that there is consistency in the types of characteristics investors
prefer. If this belief holds true going forward, the Fund should benefit from being properly positioned towards stocks with
characteristics favored by investors.
Analytic Global Fund
19
OLD MUTUAL ANALYTIC GLOBAL FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 05/31/06 (36.35)% (14.24)%
Class A without load 05/31/06 (32.49)% (12.62)%
Class C with load 05/31/06 (33.63)% (13.31)%
Class C without load 05/31/06 (32.96)% (13.31)%
Class Z 05/31/06 (32.31)% (12.42)%
Institutional Class 05/31/06 (32.27)% (12.25)%
MSCI World Index 05/31/06 (21.61)% (5.22)%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the November 19, 2008 prospectus) are 2.96% and 2.41%; 3.74% and 3.19%; 6.98% and 2.22%; and 3.18% and
1.91%, respectively.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Analytic Global Fund, Class A | Old Mutual Analytic Global Fund, Class C | Old Mutual Analytic Global Fund, Class Z | Old Mutual Analytic Global Fund, Institutional Class | MSCI World Index | |
| 5/31/06 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/06 | 9,472 | 10,030 | 10,040 | 10,050 | 10,059 | |
| 7/31/07 | 10,729 | 11,264 | 11,397 | 11,436 | 12,081 | |
| 7/31/08 | 9,107 | 9,489 | 9,707 | 9,761 | 10,766 | |
| 7/31/09 | 6,149 | 6,361 | 6,570 | 6,611 | 8,440 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in each of the Fund's share
classes on the inception date of 5/31/06 to an investment made in an unmanaged securities index on that date. The performance of the
Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's performance in this
chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not reflect the deduction
of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Common Stock | 42.8% | |
| Foreign Common Stock | 49.1% | |
| U.S. Treasury Obligations | 8.1% | |
20
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 55.1% Consumer Products-Miscellaneous - 0.6%
Aerospace/Defense - 5.5% Clorox 500 $ 31
Boeing 200 $ 9 ______________
General Dynamics 2,200 122
Lockheed Martin (B) 400 30 Total Consumer Products-Miscellaneous 31
Raytheon 2,444 115 _____________________________________________________________________
______________
Containers-Metal/Glass - - 0.5%
Total Aerospace/Defense 276 Owens-Illinois* 700 24
_____________________________________________________________________ ______________
Apparel Manufacturers - 0.3% Total Containers-Metal/Glass 24
Polo Ralph Lauren 200 13 _____________________________________________________________________
______________
Cosmetics & Toiletries - 0.7%
Total Apparel Manufacturers 13 Procter & Gamble 600 33
_____________________________________________________________________ ______________
Auto-Cars/Light Trucks - 1.5% Total Cosmetics & Toiletries 33
Ford Motor* 9,200 74 _____________________________________________________________________
______________
Data Processing/Management - 0.9%
Total Auto-Cars/Light Trucks 74 Dun & Bradstreet 600 43
_____________________________________________________________________ �� ______________
Beverages-Non-Alcoholic - 0.2% Total Data Processing/Management 43
Coca-Cola Enterprises 500 9 _____________________________________________________________________
______________
Diversified Manufacturing Operations - 1.0%
Total Beverages-Non-Alcoholic 9 Tyco International 1,700 51
_____________________________________________________________________ ______________
Beverages-Wine/Spirits - 0.2% Total Diversified Manufacturing Operations 51
Brown-Forman, Cl B 200 9 _____________________________________________________________________
______________
Electric Products-Miscellaneous - 0.5%
Total Beverages-Wine/Spirits 9 Emerson Electric 700 25
_____________________________________________________________________ ______________
Cable/Satellite TV - 0.8% Total Electric Products-Miscellaneous 25
DISH Network, Cl A* 1,700 29 _____________________________________________________________________
Time Warner Cable 300 10
______________ Electric-Integrated - - 0.4%
Allegheny Energy 400 10
Total Cable/Satellite TV 39 Exelon 200 10
_____________________________________________________________________ ______________
Chemicals-Diversified - 0.4% Total Electric-Integrated 20
FMC 400 19 _____________________________________________________________________
______________
Electronic Components-Semiconductors - 1.9%
Total Chemicals-Diversified 19 Intel 2,400 46
_____________________________________________________________________ Texas Instruments (B) 2,100 50
______________
Coal - 0.4%
Peabody Energy 600 20 Total Electronic Components-Semiconductors 96
______________ _____________________________________________________________________
Total Coal 20 Electronic Measuring Instruments - 0.2%
_____________________________________________________________________ FLIR Systems* 400 9
______________
Commercial Services-Finance - 3.0%
Automatic Data Processing 700 26 Total Electronic Measuring Instruments 9
Moody's 1,200 29 _____________________________________________________________________
Western Union 5,300 93
______________ Engineering/R&D Services - 1.2%
Fluor 700 37
Total Commercial Services-Finance 148 Jacobs Engineering Group* 500 21
_____________________________________________________________________ ______________
Computers - 4.0% Total Engineering/R&D Services 58
Apple* 900 147 _____________________________________________________________________
Dell* 1,200 16
Hewlett-Packard 800 35 Finance-Other Services - 0.6%
______________ NASDAQ OMX Group* (B) 1,500 32
______________
Total Computers 198
_____________________________________________________________________ Total Finance-Other Services 32
_____________________________________________________________________
Computers-Memory Devices - 0.9%
Seagate Technology 3,600 43 Home Decoration Products - - 0.2%
______________ Newell Rubbermaid 700 9
______________
Total Computers-Memory Devices 43
_____________________________________________________________________ Total Home Decoration Products 9
_____________________________________________________________________
21
OLD MUTUAL ANALYTIC GLOBAL FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Insurance Brokers - 0.2% Oil & Gas Drilling - - 1.1%
AON (B) 300 $ 12 Diamond Offshore Drilling 400 $ 36
______________ Noble 600 20
______________
Total Insurance Brokers 12
_____________________________________________________________________ Total Oil & Gas Drilling 56
_____________________________________________________________________
Investment Management/Advisory Services - 4.3%
Ameriprise Financial 1,000 28 Oil Companies-Integrated - 0.6%
BlackRock 400 76 Exxon Mobil 400 28
Franklin Resources 400 35 ______________
T Rowe Price Group 1,600 75
______________ Total Oil Companies-Integrated 28
_____________________________________________________________________
Total Investment Management/Advisory Services 214
_____________________________________________________________________ Oil Field Machinery & Equipment - 0.2%
National Oilwell Varco* 300 11
Life/Health Insurance - 2.2% ______________
Aflac 900 34
Lincoln National 500 11 Total Oil Field Machinery & Equipment 11
Prudential Financial 200 9 _____________________________________________________________________
Torchmark 1,200 47
Unum Group 500 9 Research & Development - 0.5%
______________ Pharmaceutical Product Development (B) 1,100 23
______________
Total Life/Health Insurance 110
_____________________________________________________________________ Total Research & Development 23
_____________________________________________________________________
Medical Products - 7.0%
Covidien 2,400 91 Retail-Apparel/Shoe - - 0.6%
Johnson & Johnson 2,100 128 Gap (B) 1,700 28
Stryker (B) 2,100 82 ______________
Varian Medical Systems* 1,000 35
Zimmer Holdings* 300 14 Total Retail-Apparel/Shoe 28
______________ _____________________________________________________________________
Total Medical Products 350 Retail-Auto Parts - 0.6%
_____________________________________________________________________ Advance Auto Parts 700 32
______________
Medical-Biomedical/Genetic - 1.0%
Biogen Idec* 300 14 Total Retail-Auto Parts 32
Gilead Sciences* 700 34 _____________________________________________________________________
______________
Retail-Building Products - 0.9%
Total Medical-Biomedical/Genetic 48 Lowe's 2,100 47
_____________________________________________________________________ ______________
Medical-Drugs - 1.7% Total Retail-Building Products 47
Forest Laboratories* 2,800 72 _____________________________________________________________________
Merck 500 15
______________ Retail-Computer Equipment - 0.3%
GameStop, Cl A* 700 15
Total Medical-Drugs 87 ______________
_____________________________________________________________________
Total Retail-Computer Equipment 15
Metal-Iron - 0.2% _____________________________________________________________________
Cliffs Natural Resources 300 8
______________ Retail-Discount - - 0.7%
Costco Wholesale 500 25
Total Metal-Iron 8 Wal-Mart Stores 200 10
_____________________________________________________________________ ______________
Multimedia - 1.5% Total Retail-Discount 35
Time Warner 2,900 77 _____________________________________________________________________
______________
Retail-Drug Store - 1.4%
Total Multimedia 77 CVS Caremark 2,100 70
_____________________________________________________________________ ______________
Office Automation & Equipment - 0.6% Total Retail-Drug Store 70
Pitney Bowes 1,500 31 _____________________________________________________________________
______________
Retail-Major Department Store - 0.2%
Total Office Automation & Equipment 31 Sears Holdings* (B) 200 13
_____________________________________________________________________ ______________
Total Retail-Major Department Store 13
_____________________________________________________________________
Retail-Restaurants - - 1.9%
Yum! Brands 2,700 96
______________
Total Retail-Restaurants 96
_____________________________________________________________________
22
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Semiconductor Components-Integrated Circuits - 0.7% Finland - 0.8%
Maxim Integrated Products 2,000 $ 35 Fortum Oyj 1,640 $ 38
______________ ______________
Total Semiconductor �� Total Finland 38
Components-Integrated Circuits 35 _____________________________________________________________________
_____________________________________________________________________
France - - 4.2%
Telecommunications Equipment - 0.2% Alstom 485 33
Harris (B) 300 9 Gecina 259 21
______________ L'Oreal 1,033 90
PagesJaunes Groupe (B) 6,103 66
Total Telecommunications Equipment 9 ______________
_____________________________________________________________________
Total France 210
Transportation-Services - 0.6% _____________________________________________________________________
Expeditors International
of Washington 900 31 Germany - - 2.6%
______________ Deutsche Bank 241 16
Deutsche Post 1,242 20
Total Transportation-Services 31 E.ON 2,429 92
______________ ______________
Total Common Stock (Cost $2,404) 2,745 Total Germany 128
_____________________________________________________________________ _____________________________________________________________________
Foreign Common Stock - 63.2% Hong Kong - 0.7%
Australia - 4.4% Henderson Land Development (B) 5,000 33
Bendigo and Adelaide Bank (B) 5,176 35 ______________
BHP Billiton (B) 1,586 50
CFS Retail Property Trust (B) 6,154 9 Total Hong Kong 33
CSL (B) 1,134 29 _____________________________________________________________________
Goodman Group (B) 22,517 10
Orica (B) 1,301 24 Italy - - 0.4%
Wesfarmers 2,791 60 ACEA SpA (B) 1,986 23
______________ ______________
Total Australia 217 Total Italy 23
_____________________________________________________________________ _____________________________________________________________________
Austria - 1.7% Japan - - 17.5%
OMV (B) 799 32 77 Bank (B) 10,000 59
Verbund, Cl A 1,125 55 Asahi Breweries (B) 3,300 52
______________ Astellas Pharma (B) 1,000 38
Bank of Kyoto (B) 3,000 27
Total Austria 87 Daito Trust Construction 400 20
_____________________________________________________________________ Dena (B) 3 9
FamilyMart 800 26
Belgium - 0.3% Fast Retailing 100 13
Fortis 4,013 15 INPEX 2 15
______________ Iyo Bank 4,000 42
Japan Steel Works (B) 2,000 26
Total Belgium 15 Japan Tobacco (B) 22 64
_____________________________________________________________________ Lawson 300 12
Mitsubishi UFJ Financial 6,500 40
Canada - 7.3% Nintendo (B) 200 54
Canadian Natural Resources 1,100 66 Nippon Mining Holdings 10,500 50
Canadian Oil Sands Trust 1,200 30 Sony (B) 900 25
EnCana 700 38 Suruga Bank (B) 4,000 42
Goldcorp (B) 1,600 61 Takeda Pharmaceutical (B) 1,800 72
Penn West Energy Trust (B) 1,200 16 Tokio Marine Holdings 1,300 37
Provident Energy Trust (B) 3,800 19 Tokyo Steel Manufacturing 1,200 13
Research In Motion* (B) 600 46 Yahoo! Japan (B) 256 84
TELUS 3,000 87 Yamaguchi Financial Group (B) 4,000 55
______________ ______________
Total Canada 363 Total Japan 875
_____________________________________________________________________ _____________________________________________________________________
Denmark - 1.6%
Novo Nordisk, Cl B (B) 1,333 78
______________
Total Denmark 78
_____________________________________________________________________
23
OLD MUTUAL ANALYTIC GLOBAL FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Shares/Face
_____________________________________________________________________ Description Amount (000) Value (000)
�� _____________________________________________________________________
Netherlands - 2.9%
Aegon (B) 1,942 $ 14 U.S. Treasury Obligations - 10.5%
Royal Dutch Shell, Cl A 3,556 93 United States Treasury Bill
Unilever 1,339 36 0.336%, 05/06/2010 (C) $ 525 $ 524
______________ ______________
Total Netherlands 143 Total U.S. Treasury Obligations
_____________________________________________________________________ (Cost $524) 524
______________
New Zealand - 0.6%
Auckland International Airport (B) 25,888 29 Total Investments - 128.8% (Cost $5,808) 6,420
______________ _____________________________________________________________________
Total New Zealand 29 Domestic Securities Sold Short - (5.9)%
_____________________________________________________________________ Beverages-Non-Alcoholic - (0.1)%
Dr Pepper Snapple Group* (300) (7)
Norway - 0.4% ______________
Aker Solutions ASA (B) 1,400 12
Renewable Energy* (B) 1,000 8 Total Beverages-Non-Alcoholic (7)
______________ _____________________________________________________________________
Total Norway 20 Electric-Integrated - - (0.2)%
_____________________________________________________________________ Constellation Energy Group (300) (9)
______________
Portugal - 1.2%
Banco Comercial Portugues, Cl R (B) 54,799 59 Total Electric-Integrated (9)
______________ _____________________________________________________________________
Total Portugal 59 Medical-Biomedical/Genetic - - (3.5)%
_____________________________________________________________________ Amylin Pharmaceuticals* (1,700) (25)
Celgene* (600) (34)
Singapore - 0.3% Charles River Laboratories
Singapore Telecommunications (B) 7,000 17 International* (1,600) (53)
______________ Vertex Pharmaceuticals* (1,800) (65)
______________
Total Singapore 17
_____________________________________________________________________ Total Medical-Biomedical/Genetic (177)
_____________________________________________________________________
Spain - 5.3%
Banco Santander (B) 4,208 61 Multimedia - (0.5)%
Banco Bilbao Vizcaya Argentaria 1,362 22 Liberty Media - Entertainment, Ser A* (900) (25)
Gamesa Corp Tecnologica 678 15 ______________
Grifols (B) 1,833 33
Iberdrola 6,109 52 Total Multimedia (25)
Repsol YPF (B) 3,526 82 _____________________________________________________________________
______________
Oil Companies-Exploration & Production - (1.2)%
Total Spain 265 PetroHawk Energy* (400) (10)
_____________________________________________________________________ Plains Exploration & Production* (1,700) (49)
______________
Sweden - 1.7%
SSAB, Cl B (B) 6,538 78 Total Oil Companies-Exploration & Production (59)
Telefonaktiebolaget LM Ericsson, Cl B (B) 885 9 _____________________________________________________________________
______________
REITs-Mortgage - - (0.2)%
Total Sweden 87 Annaly Capital Management (500) (8)
_____________________________________________________________________ ______________
Switzerland - 1.6% Total REITs-Mortgage (8)
Credit Suisse Group (B) 519 24 _____________________________________________________________________
Nestle (B) 1,382 57
______________ Wireless Equipment - (0.2)%
American Tower, Cl A* (300) (10)
Total Switzerland 81 ______________
_____________________________________________________________________
Total Wireless Equipment (10)
United Kingdom - 7.7% ______________
AMEC (B) 4,119 48
Anglo American (B) 1,182 38 Total Domestic Securities Sold
BAE Systems (B) 5,869 30 Short (Proceeds received $(247)) (295)
Berkeley Group Holdings* 988 14 _____________________________________________________________________
Man Group (B) 7,636 35
Reckitt Benckiser Group 414 20 Foreign Securities Sold Short - (14.0)%
Reed Elsevier (B) 14,266 100 Australia - (0.2)%
Vodafone Group (B) 47,567 98 AXA Asia Pacific Holdings (2,475) (9)
______________ ______________
Total United Kingdom 383 Total Australia (9)
______________ _____________________________________________________________________
Total Foreign Common Stock (Cost $2,880) 3,151 Belgium - (0.5)%
_____________________________________________________________________ Anheuser-Busch InBev (631) (25)
______________
Total Belgium (25)
_____________________________________________________________________
24
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Canada - (2.6)% Written Option Contracts - (4.5)%
Biovail (1,300) $ (17) AMEX Biotechnology Index
Canadian Pacific Railway (300) (13) August 2009, 100 Call
George Weston (1,100) (60) Strike Price: $800* (5) $ (39)
Gerdau Ameristeel (1,200) (8) ISE-CCM Homeland Security Index
Ivanhoe Mines* (1,600) (13) August 2009, 100 Call
Power Financial (400) (12) Strike Price: $72.5* (25) (7)
Yellow Pages Income Fund (1,800) (8) ISE SINdex
______________ August 2009, 100 Call
Strike Price: $95* (55) (20)
Total Canada (131) KBW Bank Index
_____________________________________________________________________ August 2009, 100 Call
Strike Price: $40* (150) (26)
France - (0.6)% Morgan Stanley Technology Index
Eutelsat Communications (710) (20) August 2009, 100 Call
Iliad (92) (10) Strike Price: $480* (5) (10)
______________ NASDAQ-100 Index
August 2009, 100 Call
Total France (30) Strike Price: $1,425* (3) (59)
_____________________________________________________________________ Philadelphia Oil Service Sector Index
August 2009, 100 Call
Japan - (5.6)% Strike Price: $175* (30) (11)
Chugoku Electric Power (600) (13) Philadelphia Stock Exchange Gold
Citizen Holdings (2,900) (16) and Silver Index
Haseko* (13,500) (13) August 2009, 100 Call
Hokuriku Electric Power (2,800) (64) Strike Price: $157.5* (10) (3)
Nippon Sheet Glass (3,000) (9) Philadelphia Stock Exchange Gold
Nippon Yusen (2,000) (8) and Silver Index
NSK (2,000) (11) August 2009, 100 Call
NTN (8,000) (32) Strike Price: $165* (20) (2)
Obayashi (2,000) (9) S&P 400 Midcap Index
Rakuten (26) (17) August 2009, 100 Call
Sapporo Hokuyo Holdings* (7,400) (25) Strike Price: $630* (15) (19)
Seiko Epson (1,100) (17) S&P 500 Index
THK (800) (13) August 2009, 100 Call
TOTO (3,000) (20) Strike Price: $975* (10) (27)
Toyota Boshoku (600) (12) ______________
______________
Total Written Option Contracts
Total Japan (279) (Proceeds received $(150)) (223)
_____________________________________________________________________ _____________________________________________________________________
Netherlands - (1.7)% Other Assets and Liabilities, Net - (4.4)% (219)
ASML Holding (3,290) (86) _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 4,984
Total Netherlands (86) _____________________________________________________________________
_____________________________________________________________________
United Kingdom - (2.8)%
3i Group (3,991) (18)
British Land (5,654) (41)
Friends Provident Group (19,419) (23)
ITV (70,485) (47)
Segro (2,210) (10)
______________
Total United Kingdom (139)
______________
Total Foreign Securities Sold Short
(Proceeds received $(602)) (699)
_____________________________________________________________________
25
OLD MUTUAL ANALYTIC GLOBAL FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
The Fund had the following futures contracts open as of July 31, 2009:
Unrealized
Contract Appreciation
Contract Number of Value Expiration (Depreciation)
Description Contracts (000) Date (000)
_________________________________ _________ ________ __________ ______________
Long Positions:
AEX Index Future 6 $ 483 08/21/2009 $ 54
Australian Dollar Currency Future 12 999 09/14/2009 44
British Pound Currency Future 5 521 09/14/2009 12
CAC 40 Index Future 11 537 08/21/2009 44
CBOE Volatility Index Future 4 109 08/18/2009 (11)
DAX Index Future 1 190 09/18/2009 16
IBEX 35 Index Future 4 617 08/21/2009 69
Japanese Yen Currency Future 5 660 09/14/2009 21
S&P 500 EMINI Index Future 5 246 09/18/2009 9
TOPIX Index Future 2 202 09/10/2009 8
Short Positions:
Canadian Dollar Currency Future (10) (927) 09/15/2009 (25)
Euro Currency Future (5) (891) 09/14/2009 (19)
FTSE 100 Index Future (7) (535) 09/18/2009 (34)
Hang Seng Index Future (1) (131) 08/28/2009 (2)
OMXS30 Index Future (30) (367) 08/21/2009 (35)
S&P/TSE 60 Index Future (3) (364) 09/17/2009 (6)
S&P MIB Index Future (2) (294) 09/18/2009 (16)
SPI 200 Index Future (5) (440) 09/17/2009 (25)
Swiss Franc Currency Future (2) (234) 09/14/2009 (4)
____
$100
____
For descriptions of abbreviations and footnotes, please refer to page 57.
26
Other Information:
The Fund invested in various derivative instruments during the year ended July 31, 2009. The primary types of risk associated with
these derivative instruments are credit risk, equity risk, foreign exchange risk and interest rate risk. Refer to Note 2 in the
Notes to Financial Statements for further discussion about these risks and the objectives for utilizing derivative instruments. The
effects of these derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of
Assets and Liabilities and Statement of Operations are presented in the summary below.
The fair value of derivative instruments as of July 31, 2009 by risk category:
Asset Derivatives Liability Derivatives
__________________________________________________________________________________
Statement of Asset Statement of Asset
Derivatives not designated as hedging instruments, and Liabilities Fair Value and Liabilities Fair Value
carried at fair value Location (000) Location (000)
_______________________________________________________________________________________________________________________________________
Equity contracts Variation Margin Receivable on Variation Margin Payable
Futures Contracts $200† on Futures Contracts $(129)†
Equity contracts Written Option Contracts,
- at Value (223)
Foreign exchange contracts Variation Margin Receivable Variation Margin Payable
on Futures Contracts 76† on Futures Contracts (47)†
____ ______
Total $276 $(399)
____ ______
† Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only the current
day's variation margin is reported within the Statement of Assets and Liabilities.
The effects of derivative instruments on the Statement of Operations for the year ended July 31, 2009 are as follows (000):
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
_______________________________________________________________________________________________________________________________________
Derivatives not designated as hedging instruments, Written Option
carried at fair value Futures Contracts Contracts Total
_______________________________________________________________________________________________________________________________________
Equity contracts $ (615) $389 $ (226)
Foreign exchange contracts (939) - (939)
_______ ____ _______
Total $(1,554) $389 $(1,165)
_______ ____ _______
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
_______________________________________________________________________________________________________________________________________
Derivatives not designated as hedging instruments, Written Option
carried at fair value Futures Contracts Contracts Total
_______________________________________________________________________________________________________________________________________
Equity contracts $366 $(22) $344
Foreign exchange contracts (101) - (101)
_______ ____ _______
Total $265 $(22) $243
_______ ____ _______
The Fund utilizes various inputs in determining the value of its investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own assumption in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in
those securities.
27
OLD MUTUAL ANALYTIC GLOBAL FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
A summary of the inputs used as of July 31, 2009 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $2,745 $- $- $2,745
Foreign Common Stock
Australia - 217 - 217
Austria - 87 - 87
Belgium - 15 - 15
Canada 363 - - 363
Denmark - 78 - 78
Finland - 38 - 38
France - 210 - 210
Germany - 128 - 128
Hong Kong - 33 - 33
Italy - 23 - 23
Japan - 875 - 875
Netherlands - 143 - 143
New Zealand - 29 - 29
Norway - 20 - 20
Portugal - 59 - 59
Singapore - 17 - 17
Spain 61 204 - 265
Sweden - 87 - 87
Switzerland - 81 - 81
United Kingdom - 383 - 383
U.S. Treasury Obligations - 524 - 524
Securities Sold Short
Domestic Securities Sold Short (295) - - (295)
Foreign Securities Sold Short
Australia - (9) - (9)
Belgium - (25) - (25)
Canada (131) - - (131)
France - (30) - (30)
Japan - (279) - (279)
Netherlands - (86) - (86)
United Kingdom - (139) - (139)
Other Financial Instruments
Future Contracts* 100 - - 100
Written Option Contracts (223) - - (223)
____________________________________________________________________________________________________________________________________
Total Investments $2,620 $2,683 $- $5,303
____________________________________________________________________________________________________________________________________
* Futures contracts are not reflected in the Schedule of Investments and are valued at the unrealized appreciation/depreciation of
the instrument.
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
28
OLD MUTUAL CHINA FUND
(FORMERLY OLD MUTUAL CLAY FINLAY CHINA FUND)(1)
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Clough Capital Partners, LP (1)
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual China Fund (the "Fund") outperformed its benchmark, the MSCI China
Index. The Fund's Class A shares posted a 5.00% return at net asset value versus a (0.65)% return for the benchmark.
o Sectors that contributed positively to the Fund's relative performance included consumer staples, industrials and materials. On
the contrary, consumer discretionary, energy and financials sectors were detractors from relative performance.
o China Everbright International, Hengan International Group and Dongfeng Motor Group were among the top contributors to relative
performance for the year.
o China Mobile, Ju Teng International Holdings (no longer a Fund holding) and Focus Media Holding (no longer a Fund holding) were
among the top detractors from relative performance for the year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual China Fund (the "Fund") outperformed its benchmark, the MSCI China
Index. The Fund's Class A shares posted a 5.00% return at net asset value versus a (0.65)% return for the benchmark.
Performance for all share classes can be found on page 31.
Q. What investment environment did the Fund face during the past year?
A. The Fund faced a tough and volatile investment environment during the fiscal year. It began with markets tumbling through the
end of October 2008. Investors' risk appetite was decimated by the bankruptcy of Lehman Brothers. Additionally, the tendency
for investors to focus solely on negative financial news led to fears that a severe economic crisis, not witnessed since World
War II, was imminent.
Chinese markets were no exception as global demand and economic growth contracted, all macro forecasts were downgraded,
cyclical stocks fell and corporate profitability deteriorated. In November 2008, not only did market indexes stabilize, but,
more notably, China's government announced a substantial $589 billion stimulus package to spur infrastructure investment
spending, support domestic demand, and maintain a high economic growth rate for 2009 and 2010.
Although data continued to show weakness in the Chinese economy during the first quarter of 2009, it began to bounce back in
March and April 2009. Economic recovery was seen in areas targeted by the stimulus package, particularly domestic demand driven
sectors. Car sales rose sharply, power generation jumped back into positive territory and property transactions started to
revive in March and April 2009. Most important was the significant expansion of bank lending that flushed liquidity back into
the economy.
Q. Which market factors influenced the Fund's relative performance?
A. The deterioration of economic prospects and the plunge of investors' confidence in the last part of 2008 put the Fund under
pressure as markets collapsed. To reduce the risk level, Clay Finlay LLC ("Clay Finlay"), the Fund's sub-adviser through the
close of business on July 17, 2009, concentrated the Fund by reducing the number of stocks to 35. Clay Finlay then adjusted the
Fund's sector exposure to be in line with China's economic policy that had been implemented during the fall of 2008. As a
result, a greater weight was given to industries benefiting from the government's stimulus package such as construction
materials, railway builders and consumer staples.
The significant improvement in macro forecasts and corporate earnings upgrades in spring 2009 allowed the Fund to rebound. The
steep recovery in Chinese domestic equity markets encouraged investors to look positively at China again and drove liquidity
back to Hong Kong.
Q. How did portfolio composition affect relative Fund performance?
A. Sectors that contributed positively to the Fund's performance included consumer staples, industrials and materials. On the
contrary, consumer discretionary, energy and financials sectors were detractors from performance.
(1) Effective July 14, 2009, the Fund changed its name from Old Mutual Clay Finlay China Fund to Old Mutual China Fund. Effective
after the close of business on July 17, 2009, Clough Capital Partners, LP became the interim investment sub-adviser for the
Fund, replacing Clay Finlay LLC.
China Fund
29
OLD MUTUAL CHINA FUND - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Clough Capital Partners, LP
Top Ten Holdings
as of July 31, 2009*
Industrial & Commercial
Bank of China, Cl H 7.2%
___________________________________________________________________________________
China Construction Bank, Cl H 7.1%
___________________________________________________________________________________
China Mobile 6.8%
___________________________________________________________________________________
China Life Insurance, Cl H 6.8%
___________________________________________________________________________________
CNOOC 4.8%
___________________________________________________________________________________
China Everbright International 3.1%
___________________________________________________________________________________
Angang Steel, Cl H 3.0%
___________________________________________________________________________________
China Petroleum &
Chemical, Cl H 3.0%
___________________________________________________________________________________
China Shenhua Energy, Cl H 2.8%
___________________________________________________________________________________
SA SA International Holdings 2.6%
___________________________________________________________________________________
As a % of Total
Fund Investments 47.2%
___________________________________________________________________________________
* Excludes short-term money market fund.
China Everbright International, Hengan International Group and Dongfeng Motor Group were among the top contributors for the
year. China Everbright International, a conglomerate, was a key beneficiary of the government stimulus plan. Hengan
International Group is one of the leading manufacturers of paper hygiene products in China and its profit margin improved
following a steep fall in pulp prices. Dongfeng Motor Group, an automobile company, saw its stock price rise when it recorded
an increase in sales revenues and it attributed the rise in sales to the ongoing surge in the Chinese vehicle market amid
extended government support.
China Mobile, Ju Teng International Holdings (no longer a Fund holding) and Focus Media Holding (no longer a Fund holding) were
among the top detractors for the year. China Mobile, a mobile telecom operator, lost momentum during the year as investors
feared that the demand slowdown would take a toll on future subscriber growth. Ju Teng International Holdings, a manufacturer
and seller of notebook computer casings, saw its share price fall when it announced that its growth could fall short of
previous years due to the global downturn. Focus Media Holding, a digital media company, saw its stock price suffer due to the
impact of the tough economy on the advertising industry.
Q. What is the investment outlook for the Chinese market?
A. Clough Capital Partners, LP ("Clough"), the Fund's current sub-adviser, feels that a sustainable recovery, characterized by an
ongoing rebalancing of economic growth towards domestic consumption and investment, will absorb the still present headwinds of
a weak recovery in exports. Accelerating economic growth and corporate profits, combined with a still buoyant liquidity
environment, lead Clough to believe that China's equity markets will likely remain strong into 2010, though Clough believes the
rate of appreciation will moderate relative to the first half of 2009. Clough believes that the companies and sectors most
exposed to growth are in household spending and infrastructure investment, such as retailers, banks, property developers and
construction firms, and will likely offer the best opportunities for gains.
China Fund
30
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 12/30/05 (1.01)% 20.64%
Class A without load 12/30/05 5.00% 22.65%
Class C with load 12/30/05 3.21% 21.81%
Class C without load 12/30/05 4.21% 21.81%
Class Z 12/30/05 5.13% 22.96%
Institutional Class 12/30/05 5.51% 23.34%
MSCI China Index 12/30/05 (0.65)% 25.80%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the November 19, 2008 prospectus) are 2.34% and 1.95%; 3.15% and 2.70%; 2.55% and 1.70%; and 1.76% and
1.40%, respectively.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual China Fund, Class A | Old Mutual China Fund, Class C | Old Mutual China Fund, Class Z | Old Mutual China Fund, Institutional Class | MSCI China Index | |
| 12/30/05 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/06 | 12,469 | 13,180 | 13,250 | 13,270 | 12,699 | |
| 7/31/07 | 21,673 | 22,758 | 23,103 | 23,211 | 24,537 | |
| 7/31/08 | 18,657 | 19,461 | 19,950 | 20,099 | 22,912 | |
| 7/31/09 | 19,591 | 20,280 | 20,973 | 21,207 | 22,763 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in each of the Fund's share
classes on the inception date of 12/30/05 to an investment made in an unmanaged securities index on that date. The performance of
the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's performance in
this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 2.6% | |
| Foreign Common Stock | 97.4% | |
31
OLD MUTUAL CHINA FUND - continued
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 94.9% Chemicals-Specialty - - 1.1%
Huabao International Holdings 480,000 $ 500
Alternative Waste Technologies - 3.0% ______________
China Everbright International 3,550,000 $ 1,352
______________ Total Chemicals-Specialty 500
_____________________________________________________________________
Total Alternative Waste Technologies 1,352
_____________________________________________________________________ Coal - 2.7%
China Shenhua Energy, Cl H 299,500 1,217
Auto/Truck Parts & Equipment-Replacement - 0.9% ______________
Xinyi Glass Holdings 478,000 415
______________ Total Coal 1,217
_____________________________________________________________________
Total Auto/Truck Parts &
Equipment-Replacement 415 Commercial Banks Non-US - 15.6%
_____________________________________________________________________ Bank of China, Cl H 1,444,000 718
China Construction Bank, Cl H 3,876,000 3,113
Auto-Cars/Light Trucks - 1.7% Industrial & Commercial
Dongfeng Motor Group, Cl H 708,000 751 Bank of China, Cl H 4,377,000 3,143
______________ ______________
Total Auto-Cars/Light Trucks 751 Total Commercial Banks Non-US 6,974
_____________________________________________________________________ _____________________________________________________________________
Auto-Medium & Heavy Duty Trucks - 1.0% Computers-Peripheral Equipment - 1.0%
Sinotruk Hong Kong 375,000 435 TPV Technology 854,000 463
______________ ______________
Total Auto-Medium & Heavy Duty Trucks 435 Total Computers-
_____________________________________________________________________ Peripheral Equipment 463
_____________________________________________________________________
Batteries/Battery Systems - 0.7%
Byd, Cl H 55,000 304 Cosmetics & Toiletries - 2.2%
______________ Vinda International Holdings 1,445,000 993
______________
Total Batteries/Battery Systems 304
_____________________________________________________________________ Total Cosmetics & Toiletries 993
_____________________________________________________________________
Building & Construction Products-Miscellaneous - 1.5%
China National Building Material, Cl H 304,000 660 Diversified Operations - 3.6%
______________ C C Land Holdings 429,000 321
Guangdong Investment 440,000 246
Total Building & Construction Shanghai Industrial Holdings 189,000 1,022
Products-Miscellaneous 660 ______________
_____________________________________________________________________
Total Diversified Operations 1,589
Building & Construction-Miscellaneous - 2.4% _____________________________________________________________________
China State Construction
International Holdings 1,624,000 851 E-Commerce/Services - 1.7%
Shui On Construction and Materials 162,000 229 Alibaba.com* 332,000 760
______________ ______________
Total Building & Total E-Commerce/Services 760
Construction-Miscellaneous 1,080 _____________________________________________________________________
_____________________________________________________________________
Electric-Generation - - 3.1%
Building Products-Cement/Aggregate - 1.7% China Resources Power Holdings 218,000 563
Anhui Conch Cement, Cl H 104,000 751 Huaneng Power International, Cl H 1,042,000 816
______________ ______________
Total Building Products- Total Electric-Generation 1,379
Cement/Aggregate 751 _____________________________________________________________________
_____________________________________________________________________
Electronic Components-Miscellaneous - 1.6%
Building-Heavy Construction - 1.5% AAC Acoustic Technologies Holdings 764,000 737
China Railway Construction, Cl H 159,000 253 ______________
China Railway Group, Cl H* 453,000 407
______________ Total Electronic
Components-Miscellaneous 737
Total Building-Heavy Construction 660 _____________________________________________________________________
_____________________________________________________________________
Engineering/R&D Services - 1.0%
Cellular Telecommunications - 7.6% Hong Kong Aircraft Engineerg 34,000 464
China Mobile 282,500 2,964 ______________
China Unicom 296,000 426
______________ Total Engineering/R&D Services 464
_____________________________________________________________________
Total Cellular Telecommunications 3,390
_____________________________________________________________________ Feminine Health Care Products - 0.6%
Hengan International Group 46,000 267
Chemicals-Diversified - 2.1% ______________
Fufeng Group 2,404,000 945
______________ Total Feminine Health Care Products 267
_____________________________________________________________________
Total Chemicals-Diversified 945
_____________________________________________________________________
32
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Finance-Other Services - 1.0% Retail-Major Department Store - 0.7%
Hong Kong Exchanges and Clearing 23,700 $ 445 Parkson Retail Group 198,500 $ 330
______________ ______________
Total Finance-Other Services 445 Total Retail-Major Department Store 330
_____________________________________________________________________ _____________________________________________________________________
Food-Retail - 0.9% Retail-Perfume & Cosmetics - 2.5%
Lianhua Supermarket Holdings, Cl H 229,000 421 SA SA International Holdings 2,414,000 1,125
______________ ______________
Total Food-Retail 421 Total Retail-Perfume & Cosmetics 1,125
_____________________________________________________________________ _____________________________________________________________________
Gas-Distribution - 1.0% Retail-Sporting Goods - 1.0%
China Resources Gas Group 518,000 434 China Dongxiang Group 575,000 436
______________ ______________
Total Gas-Distribution 434 Total Retail-Sporting Goods 436
_____________________________________________________________________ _____________________________________________________________________
Gold Mining - 0.6% Steel-Producers - - 2.9%
Zhaojin Mining Industry, Cl H 168,000 278 Angang Steel, Cl H 574,000 1,297
______________ ______________
Total Gold Mining 278 Total Steel-Producers 1,297
_____________________________________________________________________ _____________________________________________________________________
Life/Health Insurance - 6.6% Steel-Specialty - 0.5%
China Life Insurance, Cl H 667,000 2,954 Citic Pacific 79,000 225
______________ ______________
Total Life/Health Insurance 2,954 Total Steel-Specialty 225
_____________________________________________________________________ _____________________________________________________________________
Oil Companies-Exploration & Production - 4.7% Telecommunications Services - 2.4%
CNOOC 1,581,000 2,104 China Telecom, Cl H 2,060,000 1,071
______________ ______________
Total Oil Companies- Total Telecommunications Services 1,071
Exploration & Production 2,104 _____________________________________________________________________
_____________________________________________________________________
Transport-Rail - - 1.8%
Oil Companies-Integrated - 2.9% China South Locomotive
China Petroleum & Chemical, Cl H 1,448,000 1,291 and Rolling Stock, Cl H 632,000 391
______________ MTR 114,000 413
______________
Total Oil Companies-Integrated 1,291
_____________________________________________________________________ Total Transport-Rail 804
_____________________________________________________________________
Oil-Field Services - 1.4%
China Oilfield Services, Cl H 561,000 608 Wireless Equipment - 1.4%
______________ Comba Telecom Systems Holdings 865,200 611
______________
Total Oil-Field Services 608
_____________________________________________________________________ Total Wireless Equipment 611
______________
Paper & Related Products - 1.1%
Lee & Man Paper Manufacturing 222,000 348 Total Common Stock (Cost $30,621) 42,448
Nine Dragons Paper Holdings 130,000 134 _____________________________________________________________________
______________
Money Market Fund - 2.5%
Total Paper & Related Products 482 Dreyfus Cash Management Fund,
_____________________________________________________________________ Institutional Class, 0.329% (A) 1,135,777 1,136
______________
Pipelines - 0.9%
China Gas Holdings 1,564,000 419 Total Money Market Fund (Cost $1,136) 1,136
______________ _____________________________________________________________________
Total Pipelines 419 Total Investments - 97.4% (Cost $31,757) 43,584
_____________________________________________________________________ _____________________________________________________________________
Public Thoroughfares - 1.0% Other Assets and Liabilities, Net - - 2.6% 1,150
Jiangsu Expressway, Cl H 520,000 455 _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 44,734
Total Public Thoroughfares 455 _____________________________________________________________________
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to
Real Estate Operation/Development - 1.3% page 57.
China Overseas Land & Investment 1,120 3
Guangzhou R&F Properties, Cl H 91,000 200
Renhe Commercial Holdings 1,606,000 369
______________
Total Real Estate Operation/
Development 572
_____________________________________________________________________
33
OLD MUTUAL CHINA FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
Other Information:
The Fund utilizes various inputs in determining the value of its
investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own
assumption in determining the fair value of investments)
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in
those securities.
A summary of the inputs used as of July 31, 2009 in valuing the
Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Investments
Common Stock $ - $42,448 $- $42,448
Money Market Fund 1,136 - - 1,136
_____________________________________________________________________
Total Investments $1,136 $42,448 $- $43,584
_____________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further
information.
The accompanying notes are an integral part of the financial statements.
34
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Copper Rock Capital Partners, LLC
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual Copper Rock Emerging Growth Fund (the "Fund") underperformed its
benchmark, the Russell 2500™ Growth Index. The Fund's Class A shares posted a (23.66)% return at net asset value versus a
(21.36)% return for the benchmark.
o The energy, materials and telecommunications sectors contributed positively to relative performance, while stock selection in
the health care, financials and information technology sectors detracted from relative performance.
o SBA Communications, pricline.com and Guess? were among the top contributors to relative performance for the year.
o Psychiatric Solutions (no longer a Fund holding), Wright Medical Group (no longer a Fund holding) and Sapient (no longer a Fund
holding) were among the top detractors from relative performance for the year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual Copper Rock Emerging Growth Fund (the "Fund") underperformed its
benchmark, the Russell 2500™ Growth Index (the "Index"). The Fund's Class A shares posted a (23.66)% return at net asset
value versus a (21.36)% return for the benchmark. Performance for all share classes can be found on page 37.
Q. What investment environment did the Fund face during the past year?
A. The year was marked by periods of extreme volatility, a severe economic compression and near collapse of the U.S. financial
system. The year also saw a brief market rally led by growth stocks in the fourth quarter of 2008 and first quarter of 2009,
and a market rally led by low quality names and micro-cap companies, which helped the worldwide stock markets post rebounds in
the second quarter of 2009. Over the year, both growth and value styles went in and out of favor with value having a very
slight edge.
A financial crisis erupted in September 2008, bringing the collapse of Lehman Brothers, Bank of America's distressed purchase
of Merrill Lynch, and the U.S. government's rescue of Freddie Mac, Fannie Mae and AIG. By the fourth quarter of 2008, growth
came back in favor over value as stocks with the highest long-term growth rates outperformed relative to slower growing ones.
But by December 2008, the market rally faded slightly as lower quality stocks performed better than the rest of the market. The
first quarter of 2009 played out much like the fourth quarter of 2008, despite volatility remaining high. The small-cap market
showed signs that quality stocks were being rewarded early in the quarter, but it took back a lot of the outperformance in
March 2009 due to a low quality market rally led by the smallest, and typically, slower growing and lesser quality stocks. This
low quality market rally continued strongly throughout the better part of the second quarter of 2009.
In addition, this year's Index reconstitution caused some significant changes. The largest stock in the Index went from
approximately $7.3 billion to $4.0 billion and the weighted average market cap of the Index moved from approximately $2.1
billion to $1.8 billion. In addition, there were some structural changes, such as a reduction in the energy sector and an
increase in the technology sector.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund benefited from stock selection in several sectors. Within technology, the Fund's holdings in semiconductors and
networking equipment companies were additive to performance. Despite the energy sector's downward slide during the summer of
2008, the Fund's stock selection in energy holdings contributed to outperformance during the fourth quarter of 2008 and the
first half of 2009. After being underweight the sector during the third quarter of 2008, Copper Rock Capital Partners, LLC
("Copper Rock"), the Fund's sub-adviser, found new opportunities in oil and oil services stocks towards the end of 2008 which
were additive to performance. Also, stock selection, combined with an overweight position relative to the Index, in the
industrials and transportation sectors contributed to outperformance over the year. Throughout the year, the Fund maintained an
underweight relative to the Index in the financials sector due to the sector's weakened outlook from the recession.
On the downside, stock selection within the health care and consumer discretionary sectors impacted performance negatively.
Health care became a challenging sector to navigate due to the administration change, as there was more uncertainty around
issues such as reimbursement rates and the potential reform towards universal health care. As a result of these developments,
the Fund continued to be underweight relative to the Index in the health care sector. Within the consumer discretionary sector,
while benefiting from individual stock selection in education service companies and restaurant chains, the Fund was hurt from
stock selection in casino hotels. Over the year, however, the Fund was able to find individual stocks within retail that
benefited from a re-engineering with improved inventory management and reduced expenses, as well as retail stocks that
benefited from the consumer's move to a more inexpensive brand in light of the recession.
Copper Rock Emerging Growth Fund
35
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Copper Rock Capital Partners, LLC
Top Ten Holdings
as of July 31, 2009*
Green Mountain
Coffee Roasters 3.0%
___________________________________________________________________________________
iShares Russell 2000 Growth
Index Fund �� 2.6%
___________________________________________________________________________________
MSCI, Cl A 2.1%
___________________________________________________________________________________
Polycom 2.0%
___________________________________________________________________________________
Kennametal 2.0%
___________________________________________________________________________________
GrafTech International 1.9%
___________________________________________________________________________________
THQ 1.9%
___________________________________________________________________________________
Scientific Games, Cl A 1.9%
___________________________________________________________________________________
TransDigm Group 1.9%
___________________________________________________________________________________
Terex 1.9%
___________________________________________________________________________________
As a % of Total
Fund Investments 21.2%
___________________________________________________________________________________
*Excludes short-term money market fund.
Q. How did portfolio composition affect relative Fund performance?
A. The energy, materials and telecommunications services sectors contributed positively to performance, while stock selection in
the health care, financials and information technology sectors detracted from performance.
SBA Communications, priceline.com and Guess? were among the top contributors for the year. SBA Communications, a wireless
communications infrastructure owner and operator, closed on a merger, increasing its tower and managed site locations. With
high barriers to entry in the tower business, Copper Rock believes the company is fairly insulated from the current economic
environment as towers remain a critical data transmitter for wireless companies. Online travel company, priceline.com, saw its
stock benefit from its increased presence in hotel bookings in Europe and as more travelers used its services to find travel
bargains throughout the recession. Guess?, an apparel designer, marketer and distributor, saw its stock price rise through
strong earnings results, due in large part to sales success and strong brand loyalty outside the U.S.
Psychiatric Solutions (no longer a Fund holding), Wright Medical Group (no longer a Fund holding) and Sapient (no longer a Fund
holding) were among the top detractors for the year. Psychiatric Solutions, a provider of inpatient behavioral/mental health
care services, reported lower than expected earnings for fourth quarter of 2008 and gave weak guidance related to the inability
to increase volume growth, thus impacting the company's ability to expand operating margins. Wright Medical Group, an
orthopedic medical device company that designs reconstructive joint devices and artificial limbs, was negatively impacted by a
slowdown in the orthopedics market, causing it to revise expected revenue downward. Sapient, a provider of business, marketing
and technology consulting services, saw its stock hurt by concerns that consumers and businesses would possibly pull back
discretionary technology spending due to the recession.
Q. What is the investment outlook for the small-cap growth market?
A. Copper Rock believes there have been signs of improvement in the capital markets. First, while volatility remains high, Copper
Rock points out that it has trended lower throughout 2009. Second, Copper Rock notes that credit spreads have narrowed. As
credit spreads narrow and companies are able to borrow again, Copper Rock is becoming more cautiously optimistic about the
markets. Copper Rock points out though, that in many cases, the cost of borrowing remains high and this has temporarily
pressured some growth companies to seek capital through other means, including secondary offerings. Copper Rock also notes that
global initial public offerings issuance is starting to occur again. Third, Copper Rock notes that stocks are becoming less
correlated with index moves, and in June, Copper Rock began to see some signs of a separation between high and low quality.
Copper Rock also feels that earnings estimates continue to fall to more appropriate levels.
Copper Rock has positioned the Fund with a more optimistic view on near-term recovery. The Fund currently maintains an
overweight in the industrial, consumer cyclical and technology sectors, while maintaining a slight overweight position in the
financials sector. The Fund currently has a more significant underweight relative to the Index in health care, consumer
staples, retail and business services. Within the cyclical sector, Copper Rock believes there are many signs that emerging
countries will likely have stronger growth than the U.S. coming out of the global recession, and thus, it has found specific
companies who have some exposure to that trend, and who it believes will benefit as conditions overseas generally improve.
Copper Rock is finding new investable themes within technology and it continues to grow more optimistic about the sector.
Copper Rock feels that while technology spending appeared to have stopped in the fourth quarter of 2008, companies need to
continue investing in technology, and there is evidence that as the economy bottoms, additional technology spending to support
incremental data networking will increase. Copper Rock notes that social and video networking, in conjunction with advancements
in mobile device technology, have not slowed throughout the recession and continue to require greater amounts of bandwidth and
semiconductor technology to manage the amount of data that expects to be shared over the next few years. Copper Rock plans to
continue to invest in the health care and retail/restaurants sectors, but will remain underweight until there is more clarity
on the direction of health care reform and more confidence in the spending power of the consumer. Copper Rock feels good about
the current positioning of the Fund as it looks forward to more normalized market conditions where its fundamental, bottom-up
investment process should be rewarded.
Copper Rock Emerging Growth Fund
36
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date (1) Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 07/29/05 (28.08)% (6.05)%
Class A without load 07/29/05 (23.66)% (4.65)%
Class C with load 07/29/05 (25.00)% (5.37)%
Class C without load 07/29/05 (24.24)% (5.37)%
Class Z 12/09/05 (23.48)% (6.01)%
Institutional Class 07/29/05 (23.24)% (4.21)%
Russell 2500™ Growth Index 07/29/05 (21.36)% (2.29)%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the November 19, 2008 prospectus) are 1.89% and 1.68%; 5.23% and 2.43%; 1.66% and 1.43%; and 1.36% and
1.23%, respectively.
(1) The inception date of each share class represents the date initial seed capital was invested by Old Mutual Capital, Inc. The
effective date the share classes were available for sale to shareholders was 08/01/05 for Class A, Class C and Institutional
Class, and 12/16/05 for Class Z.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual Copper Rock Emerging Growth Fund, Class A | Old Mutual Copper Rock Emerging Growth Fund, Class C | Old Mutual Copper Rock Emerging Growth Fund, Institutional Class | Russell 2500TM Growth Index | |
| 07/31/05 | 9,425 | 10,000 | 10,000 | 10,000 | |
| 07/31/06 | 9,915 | 10,430 | 10,560 | 10,238 | |
| 07/31/07 | 12,158 | 12,700 | 13,010 | 12,274 | |
| 07/31/08 | 10,204 | 10,583 | 10,968 | 11,591 | |
| 07/31/09 | 7,789 | 8,018 | 8,419 | 9,115 | |
Institutional shares on the inception date of 7/29/05 to an investment made in unmanaged securities indexes on that date. The
performance of the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's
performance in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not
reflect the deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 2.9% | |
| Common Stock | 94.5% | |
| Investment Company | 2.6% | |
37
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 94.9% Containers-Metal/Glass - - 1.1%
Greif, Cl A 12,605 $ 647
Aerospace/Defense - 1.9% ______________
TransDigm Group* 29,044 $ 1,112
______________ Total Containers-Metal/Glass 647
_____________________________________________________________________
Total Aerospace/Defense 1,112
_____________________________________________________________________ Data Processing/Management - 1.1%
Dun & Bradstreet 8,761 631
Applications Software - 1.3% ______________
Nuance Communications* 58,985 779
______________ Total Data Processing/Management 631
_____________________________________________________________________
Total Applications Software 779
_____________________________________________________________________ Decision Support Software - 2.2%
MSCI, Cl A* 45,551 1,273
Audio/Video Products - 0.8% ______________
TiVo* 47,249 484
______________ Total Decision Support Software 1,273
_____________________________________________________________________
Total Audio/Video Products 484
_____________________________________________________________________ Diagnostic Kits - 0.8%
Inverness Medical Innovations* 13,620 458
Casino Services - 1.9% ______________
Scientific Games, Cl A* 62,502 1,126
______________ Total Diagnostic Kits 458
_____________________________________________________________________
Total Casino Services 1,126
_____________________________________________________________________ E-Commerce/Products - 0.6%
MercadoLibre* 11,458 330
Chemicals-Specialty - 1.0% ______________
Lubrizol 9,698 562
______________ Total E-Commerce/Products 330
_____________________________________________________________________
Total Chemicals-Specialty 562
_____________________________________________________________________ E-Commerce/Services - 1.0%
priceline.com* 4,749 616
Coffee - 3.0% ______________
Green Mountain Coffee Roasters* 25,087 1,767
______________ Total E-Commerce/Services 616
_____________________________________________________________________
Total Coffee 1,767
_____________________________________________________________________ Educational Software - 1.7%
Blackboard* 29,283 995
Commercial Banks-Eastern US - 1.1% ______________
Signature Bank* 21,804 643
______________ Total Educational Software 995
_____________________________________________________________________
Total Commercial Banks-Eastern US 643
_____________________________________________________________________ Electric Products-Miscellaneous - 1.9%
GrafTech International* 83,303 1,144
Commercial Services - 0.8% ______________
Alliance Data Systems* 9,425 481
______________ Total Electric Products-Miscellaneous 1,144
_____________________________________________________________________
Total Commercial Services 481
_____________________________________________________________________ Electronic Components-Semiconductors - 1.8%
Silicon Laboratories* 14,724 631
Commercial Services-Finance - 1.4% Xilinx 19,544 424
SEI Investments �� 42,820 809 ______________
______________
Total Electronic Components-Semiconductors 1,055
Total Commercial Services-Finance 809 _____________________________________________________________________
_____________________________________________________________________
Energy-Alternate Sources - 0.1%
Computer Services - 1.5% Covanta Holding* 3,347 57
Cognizant Technology Solutions, Cl A* 30,797 911 ______________
______________
Total Energy-Alternate Sources 57
Total Computer Services 911 _____________________________________________________________________
_____________________________________________________________________
Enterprise Software/Services - 1.1%
Computers-Integrated Systems - 0.6% Informatica* 21,326 392
Brocade Communications Systems* 44,134 347 Sybase* 7,887 282
______________ ______________
Total Computers-Integrated Systems 347 Total Enterprise Software/Services 674
_____________________________________________________________________ _____________________________________________________________________
Computers-Memory Devices - 0.5% Entertainment Software - 1.9%
STEC* 9,474 323 THQ* 169,385 1,137
______________ ______________
Total Computers-Memory Devices 323 Total Entertainment Software 1,137
_____________________________________________________________________ _____________________________________________________________________
Consulting Services - 1.8% Finance-Investment Banker/Broker - - 2.7%
Huron Consulting Group* 15,291 678 Greenhill 8,569 645
SAIC* 21,474 388 MF Global* 153,735 981
______________ ______________
Total Consulting Services 1,066 Total Finance-Investment Banker/Broker 1,626
_____________________________________________________________________ _____________________________________________________________________
38
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Finance-Other Services - 0.7% Medical Products - 1.1%
IntercontinentalExchange* 4,200 $ 395 Haemonetics* 11,482 $ 678
______________ ______________
Total Finance-Other Services 395 Total Medical Products 678
_____________________________________________________________________ _____________________________________________________________________
Hotels & Motels - 1.8% Medical Sterilization Product - 1.0%
Choice Hotels International 24,373 679 STERIS 20,600 578
Wyndham Worldwide 28,203 393 ______________
______________
Total Medical Sterilization Product 578
Total Hotels & Motels 1,072 _____________________________________________________________________
_____________________________________________________________________
Medical-Biomedical/Genetic - - 4.6%
Human Resources - 3.1% Acorda Therapeutics* 20,724 524
Monster Worldwide* 79,085 1,030 Dendreon* 29,263 708
Robert Half International 32,342 802 Illumina* 12,520 452
______________ Millipore* 6,428 447
Vertex Pharmaceuticals* 16,274 586
Total Human Resources 1,832 ______________
_____________________________________________________________________
Total Medical-Biomedical/Genetic 2,717
Industrial Audio & Video Products - 1.8% _____________________________________________________________________
Dolby Laboratories, Cl A* 25,613 1,066
______________ Medical-Drugs - - 1.6%
Cephalon* 6,985 410
Total Industrial Audio & Video Products 1,066 Medivation* 21,670 536
_____________________________________________________________________ ______________
Internet Infrastructure Software - 0.7% Total Medical-Drugs 946
F5 Networks* 11,563 429 _____________________________________________________________________
______________
Medical-HMO - - 0.7%
Total Internet Infrastructure Software 429 Centene* 21,812 421
_____________________________________________________________________ ______________
Investment Management/Advisory Services - 1.5% Total Medical-HMO 421
Affiliated Managers Group* 13,477 890 _____________________________________________________________________
______________
Networking Products - 2.9%
Total Investment Management/Advisory Services 890 Atheros Communications* 19,511 488
_____________________________________________________________________ Polycom* 51,183 1,216
______________
Lasers-Systems/Components - 1.1%
Cymer* 18,750 641 Total Networking Products 1,704
______________ _____________________________________________________________________
Total Lasers-Systems/Components 641 Oil & Gas Drilling - 0.6%
_____________________________________________________________________ Atwood Oceanics* 12,867 371
______________
Machine Tools & Related Products - 2.0%
Kennametal 55,874 1,191 Total Oil & Gas Drilling 371
______________ _____________________________________________________________________
Total Machine Tools & Related Products 1,191 Oil Companies-Exploration & Production - 3.3%
_____________________________________________________________________ Arena Resources* 7,578 247
Cabot Oil & Gas 11,211 394
Machinery-Construction & Mining - 2.9% Concho Resources* 23,347 717
Bucyrus International 19,907 587 Whiting Petroleum* 13,251 609
Terex* 72,766 1,105 ______________
______________
Total Oil Companies-Exploration & Production 1,967
Total Machinery-Construction & Mining 1,692 _____________________________________________________________________
_____________________________________________________________________
Oil-Field Services - 0.9%
Machinery-General Industry - 2.8% Superior Energy Services* 33,558 557
IDEX 21,032 574 ______________
Roper Industries 11,639 557
Wabtec 16,473 554 Total Oil-Field Services 557
______________ _____________________________________________________________________
Total Machinery-General Industry 1,685 Printing-Commercial - 1.1%
_____________________________________________________________________ VistaPrint* 16,027 661
______________
Medical Instruments - 2.8%
Beckman Coulter 7,857 495 Total Printing-Commercial 661
Conceptus* 23,539 395 _____________________________________________________________________
Edwards Lifesciences* 6,419 420
NuVasive* 8,014 332 Racetracks - - 1.4%
______________ Penn National Gaming* 26,913 853
______________
Total Medical Instruments 1,642
_____________________________________________________________________ Total Racetracks 853
_____________________________________________________________________
Medical Labs & Testing Services - 0.6%
Covance* 6,718 371
______________
Total Medical Labs & Testing Services 371
_____________________________________________________________________
39
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Retail-Apparel/Shoe - 3.6% Investment Company - 2.6%
Aeropostale* 19,712 $ 718
American Eagle Outfitters 29,522 425 Growth-Small Cap - 2.6%
Guess? 17,012 495 iShares Russell 2000 Growth Index Fund 25,507 $ 1,557
Gymboree* 12,007 478 ______________
______________
Total Growth-Small Cap 1,557
Total Retail-Apparel/Shoe 2,116 ______________
_____________________________________________________________________
Total Investment Company (Cost $1,452) 1,557
Retail-Restaurants - 1.7% _____________________________________________________________________
Chipotle Mexican Grill, Cl B* 6,952 568
Panera Bread, Cl A* 7,874 433 Money Market Fund - 2.9%
______________ Dreyfus Cash Management Fund,
Institutional Class, 0.329% (A) 1,704,808 1,705
Total Retail-Restaurants 1,001 ______________
_____________________________________________________________________
Total Money Market Fund (Cost $1,705) 1,705
Retail-Sporting Goods - 1.5% _____________________________________________________________________
Hibbett Sports* 47,707 878
______________ Total Investments - 100.4% (Cost $51,748) 59,523
_____________________________________________________________________
Total Retail-Sporting Goods 878
_____________________________________________________________________ Other Assets and Liabilities, Net - (0.4)% (245)
_____________________________________________________________________
Schools - 2.5%
Capella Education* 6,841 440 Total Net Assets - 100.0% $ 59,278
DeVry 21,398 1,064 _____________________________________________________________________
______________
For descriptions of abbreviations and footnotes, please refer to page
Total Schools 1,504 57.
_____________________________________________________________________
Other Information:
Semiconductor Components-Integrated Circuits - 1.7%
Cypress Semiconductor* 95,676 1,016 The Fund utilizes various inputs in determining the value of its
______________ investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Total Semiconductor Components-Integrated Circuits 1,016
_____________________________________________________________________ Level 1 - quoted prices in active markets for identical securities
Semiconductor Equipment - 0.8% Level 2 - other significant observable inputs (including quoted
Formfactor* 21,073 486 prices for similar securities, interest rates, prepayment
______________ speeds, credit risk, etc.)
Total Semiconductor Equipment 486 Level 3 - significant unobservable inputs (including the Fund's own
_____________________________________________________________________ assumption in determining the fair value of investments)
Software Tools - 1.1% The inputs or methodology used for valuing securities are not
ArcSight* 34,280 650 necessarily an indication of the risk associated with investing in
______________ those securities. A summary of the inputs used as of July 31, 2009 in
valuing the Fund’s net assets were as follows (000):
Total Software Tools 650
_____________________________________________________________________ Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Transportation-Marine - 0.8%
Genco Shipping & Trading 19,623 469 Investments
______________ Common Stock $56,261 $- $- $56,261
Investment Company 1,557 - - 1,557
Total Transportation-Marine 469 Money Market Fund 1,705 - - 1,705
_____________________________________________________________________ _____________________________________________________________________
Transportation-Services - 0.7% Total Investments $59,523 $- $- $59,523
HUB Group, Cl A* 19,828 426 _____________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further
Total Transportation-Services 426 information.
_____________________________________________________________________
Transportation-Truck - 2.3%
Con-way 9,916 452
Landstar System 25,146 922
______________
Total Transportation-Truck 1,374
_____________________________________________________________________
Wireless Equipment - 1.6%
Aruba Networks* 5,769 51
SBA Communications, Cl A* 33,659 878
______________
Total Wireless Equipment 929
______________
Total Common Stock (Cost $48,591) 56,261
_____________________________________________________________________
The accompanying notes are an integral part of the financial
statements.
40
OLD MUTUAL INTERNATIONAL BOND FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Rogge Global Partners PLC
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual International Bond Fund (the "Fund") slightly underperformed its
benchmark, the Citigroup Non-U.S. Dollar World Government Bond Index. The Fund's Institutional Class shares posted a 5.49%
return versus a 5.61% return for the benchmark
o An overweight exposure to Australia added relative value early in the fiscal year, but later gave back its gains. An overweight
in the Euro zone and an underweight in Japan added relative value. An underweight in the U.K. initially detracted from relative
performance, but has added relative value during 2009.
o A preference for the Australian Dollar versus the Canadian Dollar initially detracted from relative performance, but has
subsequently performed well. An overweight in the Norwegian Krone detracted from relative performance early in the fiscal year,
but subsequently added relative value. An underweight in the British Pound Sterling had a positive impact during 2008, but has
subsequently detracted from relative performance.
o Sector and security selection had a negative impact. The bulk of the negative contribution came during the beginning of the
Fund's fiscal year when an overweight exposure to credit subtracted relative value as the risk environment deteriorated
sharply. Holdings in the financial sector were particularly hard hit. At the same time, security selection added some relative
value due to a focus on national champions and a bias to position holdings towards the upper end of capital structures.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual International Bond Fund (the "Fund") slightly underperformed its
benchmark, the Citigroup Non-U.S. Dollar World Government Bond Index. The Fund's Institutional Class shares posted a 5.49%
return versus a 5.61% return for the benchmark.
Q. What investment environment did the Fund face during the past year?
A. During the latter part of 2008, market volatility was at an all time high, funding markets were under severe stress and equity
markets went into a tailspin globally. Investors sought the safety of government bonds and other asset classes were shunned.
The risk environment deteriorated as the panic that had its origins in the U.S. banking system spread globally, forcing
government intervention on an unprecedented scale. The U.S. Federal Reserve Board cut interest rates to a record low. Interest
rate cuts from central banks around the world failed to restore investor confidence. The U.K. government took unprecedented
steps to inject equity capital into the banking sector and many other developed markets followed suit in an attempt to prevent
a complete collapse in confidence in the global capital markets. Early in 2009, a degree of risk aversion continued to infect
the markets as the global economy faced its deepest recession since World War II. However, the last three months of the fiscal
year were marked by a striking reversal as riskier assets such as equities, credit and emerging markets performed relatively
well and recovered some of their previous losses.
Q. Which market factors influenced the Fund's relative performance?
A. Early in the fiscal year, Rogge Global Partners PLC ("Rogge"), the Fund's sub-adviser, believed the global growth outlook was
fragile, and that central banks were reluctant to raise rates. As a result, the Fund maintained a long duration and this
position added value as global bond rates fell. At the start of 2009, the Fund held a neutral duration position before moving
back to a relatively long position late in the fiscal year.
Rogge structured the Fund's yield curve exposure to benefit from steepening in developed markets, as it believed a slowdown in
economic activity would likely result in lower expectations for interest rates. During the beginning of the Fund's fiscal year,
its overweight positioning at the front end of the curve in the developed markets added significant value as expectations of
interest rate cuts from central banks increased with the deteriorating global economic growth outlook. In November 2008, Rogge
reduced the Fund's steepening yield curve exposure as government curves flattened as inflation expectations collapsed. The
remaining steepening positions were eliminated early in 2009 and curve positioning subsequently had a limited impact on
returns.
Q. How did portfolio composition affect relative Fund performance?
A. An overweight exposure to Australia added value early in the fiscal year, but later gave back its gains. An overweight in the
Euro zone and an underweight in Japan added value. An underweight in the U.K. initially detracted from performance, but has
added value during 2009.
A preference for the Australian Dollar versus the Canadian Dollar initially detracted from performance, but has subsequently
performed well. An overweight in the Norwegian Krone detracted from performance early in the fiscal year, but subsequently
added value. An underweight in the British Pound Sterling had a positive impact during 2008, but has subsequently detracted
from performance.
Sector and security selection had a negative impact. The bulk of the negative contribution came during the beginning of the
Fund's fiscal year when an overweight exposure to credit subtracted value as the risk environment deteriorated sharply.
Holdings in the financials sector were particularly hard hit. At the same time, security selection added some value due to a
focus on national champions and a bias to position holdings towards the upper end of capital structures.
International Bond Fund
41
OLD MUTUAL INTERNATIONAL BOND FUND - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Rogge Global Partners PLC
Top Ten Holdings
as of July 31, 2009
Development Bank of Japan
2.300%, 03/19/26 13.6%
___________________________________________________________________________________
Netherlands Government Bond
4.500%, 07/15/17 7.6%
___________________________________________________________________________________
Bundesrepublik Deutschland
4.750%, 07/04/34 5.2%
___________________________________________________________________________________
Enel SpA, MTN,
5.625%, 06/21/27 5.1%
___________________________________________________________________________________
Kingdom of Denmark
4.000%, 11/15/17 5.0%
___________________________________________________________________________________
Hellenic Republic Government
Bond 3.900%, 08/20/11 4.8%
___________________________________________________________________________________
Italy Buoni Poliennali Del
Tesoro 5.250%, 08/01/11 4.8%
___________________________________________________________________________________
Spain Government Bond
3.250%, 07/30/10 4.7%
___________________________________________________________________________________
Finland Government Bond
2.750%, 09/15/10 4.7%
___________________________________________________________________________________
French Government Bond
4.750%, 04/25/35 4.6%
___________________________________________________________________________________
As a % of Total
Fund Investments 60.1%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Rogge believes the recent near-term rebound in industrial production is a consequence of the inventory cycle and final demand
still remains rather tepid. Thus, Rogge believes that while the short-term economic outlook is not as bleak as it was six
months ago, it still expects only a shallow economic recovery through the end of 2009 and into 2010. Rogge feels the market is
not pricing a "double dip" recession. Rogge points out that though it is a little early, the risk of such an outcome cannot be
discounted given the deleveraging now under way in the household sector and the tightening in fiscal policy that will be
required to bring government debt under control, particularly in the U.S and U.K. Rogge also believes most central banks in the
developed world will be in no hurry to shift from the policy of keeping short-term rates at record lows well into 2010.
Nonetheless, given the signs of impending stabilization in the economic environment, Rogge points out that there were some
indications in the U.S. and the U.K. that the end of quantitative easing may be in sight and that there may be an end to
central bank purchases of government debt.
Rogge believes that while the economic recovery is likely to become more evident in developed economies, the Asian economic
recovery looks as if it was already underway in the second quarter of 2009, and in some places the downturn only lasted one
quarter. Rogge believes the emerging world is leading the way, and this is reflected not just in the output data, but also in
equity markets. Rogge advocates an exposure to emerging market currencies, particularly in Asia, as it feels there is a growing
inevitability that these will likely be revalued versus developed currencies.
Rogge feels that where government bonds are concerned, the markets will continue to grapple on the one hand with concerns about
the level of supply hitting the markets and on the other, short-term deflation risks. With yield curves already steep, Rogge
believes that it is not a bad environment for government bonds and the Fund is currently overweight overall bond duration.
Rogge's analysis of countries with favorable debt dynamics over the longer-term resulted in its top ranked countries being
Denmark, Australia, Sweden and Norway. The Fund is currently overweight duration in the Euro zone, Australia, Denmark and
Sweden. The Fund's currency overweights are currently in the Norwegian Krone, Australian Dollar, Euro and a basket of emerging
market currencies. The Fund currently remains underweight duration in the U.K., Japan and Canada. In addition, the Fund is
currently underweight Canadian Dollars, British Pound Sterling and Japanese Yen.
International Bond Fund
42
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Institutional Class 11/19/07 5.49% 6.77%
Citigroup Non-US Dollar World Government Bond Index 11/19/07 5.61% 6.08%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on pages 1 and 2.
The total annual operating expenses and net annual operating expenses you may pay as an investor in the Fund (as reported in the
November 19, 2008 prospectus) are 1.11% and 0.95% respectively.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual International Bond Fund, Institutional Class | Citigroup Non-US Dollar World Government Bond Index | |
| 11/19/07 | 10,000 | 10,000 | |
| 7/31/08 | 10,589 | 10,467 | |
| 7/31/09 | 11,171 | 11,054 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Institutional Class
shares on the inception date of 11/19/07 to an investment made in an unmanaged securities index on that date. The Fund's performance
in this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 3.3% | |
| Corporate Bonds | 3.1% | |
| Foreign Bonds | 7.4% | |
| Foreign Government Bonds | 86.2% | |
43
OLD MUTUAL INTERNATIONAL BOND FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Face Amount Face Amount
Description (000) Value (000) Description (000) Value (000)
_____________________________________________________________________ _____________________________________________________________________
Foreign Government Bond - 84.6% Corporate Bond - 3.1%
Belgium Government Bond SunTrust Bank
4.000%, 03/28/19 EUR 300 $ 437 3.000%, 11/16/11 $ 200 $ 206
Bundesrepublik Deutschland Wells Fargo
5.375%, 01/04/10 EUR 30 44 3.000%, 12/09/11 200 206
4.750%, 07/04/34 (B) EUR 440 689 ______________
3.750%, 01/04/15 EUR 50 75
3.750%, 01/04/19 EUR 300 445 Total Corporate Bond (Cost $412) 412
3.500%, 01/04/16 EUR 60 89 _____________________________________________________________________
Development Bank of Japan
2.300%, 03/19/26 (B) JPY 170,000 1,802 Money Market Fund - 3.2%
European Investment Bank, MTN, Dreyfus Cash Management Fund,
4.750%, 08/05/10 EUR 200 296 Institutional Class, 0.329% (A) 437,416 437
Finland Government Bond ______________
2.750%, 09/15/10 EUR 430 626
French Government Bond Total Money Market Fund (Cost $437) 437
4.750%, 04/25/35 (B) EUR 390 609 _____________________________________________________________________
Hellenic Republic Government Bond
3.900%, 08/20/11 EUR 430 636 Total Investments - 98.2% (Cost $12,595) 13,236
Italy Buoni Poliennali Del Tesoro _____________________________________________________________________
5.250%, 08/01/11 EUR 415 634
Kingdom of Denmark Other Assets and Liabilities, Net - 1.8% 248
5.000%, 11/15/13 DKK 910 191 _____________________________________________________________________
4.000%, 11/15/15 (B) DKK 2,400 482
4.000%, 11/15/17 DKK 3,300 658 Total Net Assets - 100.0% $ 13,484
Netherlands Government Bond _____________________________________________________________________
4.500%, 07/15/17 (B) EUR 650 1,001
New South Wales Treasury
5.500%, 03/01/17 AUD 350 281
Norway Government Bond
6.000%, 05/16/11 NOK 610 107
Portugal Obrigacoes do Tesouro OT
5.850%, 05/20/10 EUR 405 600
Queensland Treasury
6.250%, 06/14/19 AUD 100 83
Spain Government Bond
3.250%, 07/30/10 EUR 430 627
Sweden Government Bond
4.250%, 03/12/19 SEK 2,800 416
United Kingdom Gilt
4.750%, 06/07/10 GBP 220 380
4.500%, 03/07/19 GBP 110 194
______________
Total Foreign Government Bond (Cost $10,701) 11,402
_____________________________________________________________________
Foreign Bond - 7.3%
BAT Holdings, MTN,
1.626%, 05/17/10 (D) EUR 70 99
Citigroup
2.400%, 10/31/25 JPY 10,500 74
Enel SpA, MTN,
5.625%, 06/21/27 (B) EUR 460 673
Royal Bank of Scotland, MTN,
6.934%, 04/09/18 EUR 100 139
______________
Total Foreign Bond (Cost $1,045) 985
_____________________________________________________________________
44
As of July 31, 2009, the Fund had the following forward foreign currency contracts outstanding:
Unrealized
Appreciation
Settlement Currency Currency (Depreciation)
Counterparty Date to Deliver to Receive (000)
_____________________________ __________ _____________________ _______________________ ______________
Credit Suisse 09/16/09 USD (113,070) AUD 143,000 $ 6
Deutsche Bank 11/17/09 USD (98,886) BRL 210,000 11
Deutsche Bank 08/06/09 USD (36,607) CLP 21,000,000 2
Deutsche Bank 06/10/10 USD (39,698) CLP 21,000,000 (1)
Citibank 11/17/09 USD (133,185) CNY 900,000 (1)
JP Morgan 11/17/09 USD (59,062) CNY 400,000 -
Barclays Bank 09/16/09 USD (122,409) CAD 132,736 1
Barclays Bank 09/16/09 USD (3,576,015) EUR 2,536,083 38
JP Morgan 09/16/09 USD (105,742) EUR 75,000 1
Royal Bank of Scotland 09/16/09 USD (60,000) EUR 43,057 1
Barclays Bank 09/16/09 USD (990,743) GBP 603,505 17
Deutsche Bank 08/06/09 USD (83,617) INR 4,200,000 4
Deutsche Bank 06/10/10 USD (85,470) INR 4,200,000 1
Credit Suisse 08/06/09 USD (94,672) KRW 123,000,000 6
Credit Suisse 06/10/10 USD (99,278) KRW 123,000,000 2
Deutsche Bank 08/06/09 USD (37,028) MXN 500,000 1
Deutsche Bank 06/10/10 USD (36,117) MXN 500,000 1
Barclays Bank 09/16/09 USD (572,136) SEK 4,392,091 37
Credit Suisse 09/16/09 USD (113,671) NOK 708,342 2
Royal Bank of Scotland 08/06/09 USD (19,387) PEN 60,000 1
Royal Bank of Scotland 06/10/10 USD (19,730) PEN 60,000 -
Credit Suisse 08/06/09 USD (104,077) PHP 5,000,000 -
Credit Suisse 11/17/09 USD (103,187) PHP 5,000,000 -
Deutsche Bank 11/17/09 USD (90,417) RUB 3,000,000 2
Citibank 09/16/09 AUD (160,504) EUR 89,833 (6)
JP Morgan 09/16/09 AUD (1,524,709) USD 1,244,162 (26)
Citibank 09/16/09 CAD (343,203) AUD 395,577 11
Credit Suisse 09/16/09 CAD (46,807) EUR 30,000 (1)
Credit Suisse 09/16/09 CAD (248,035) NOK 1,438,159 4
Deutsche Bank 09/16/09 CAD (219,515) SEK 1,542,096 10
Credit Suisse 09/16/09 CAD (10,000) USD 8,830 -
JP Morgan 09/16/09 CHF (287,063) EUR 190,000 2
Deutsche Bank 09/16/09 CHF (56,139) USD 52,295 -
Deutsche Bank 08/06/09 CLP (21,000,000) USD 39,518 1
Credit Suisse 09/16/09 DKK (3,202,335) EUR 429,411 -
Deutsche Bank 09/16/09 DKK (922,434) SEK 1,332,917 8
Citibank 09/16/09 DKK (2,174,361) USD 413,928 (2)
Citibank 09/16/09 EUR (518,899) CAD 804,294 7
JP Morgan 09/16/09 EUR (294,297) CHF 444,389 (3)
Citibank 09/16/09 EUR (3,678,515) JPY 495,863,784 1
Barclays Bank 09/16/09 EUR (83,650) NOK 748,403 3
Credit Suisse 09/16/09 EUR (40,000) SEK 421,048 1
Citibank 09/16/09 EUR (175,000) USD 246,411 (3)
Credit Suisse 09/16/09 EUR (252,000) USD 348,713 (10)
Citibank 09/16/09 GBP (359,075) AUD 736,785 14
Credit Suisse 09/16/09 GBP (183,866) EUR 214,170 (2)
JP Morgan 09/16/09 GBP (42,958) EUR 50,000 -
Barclays Bank 09/16/09 GBP (148,258) USD 230,000 (18)
Credit Suisse 09/16/09 GBP (164,424) USD 270,000 (4)
JP Morgan 09/16/09 GBP (19,696) USD 32,000 (1)
45
OLD MUTUAL INTERNATIONAL BOND FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
Unrealized
Appreciation
Settlement Currency Currency (Depreciation)
Counterparty Date to Deliver to Receive (000)
_____________________________ __________ _____________________ _______________________ ______________
Deutsche Bank 08/06/09 INR (4,200,000) USD 86,885 $ (1)
Deutsche Bank 09/16/09 JPY (32,032,723) AUD 422,595 13
Deutsche Bank 09/16/09 JPY (221,023,959) USD 2,338,136 1
JP Morgan 09/16/09 JPY (2,901,000) USD 30,000 (1)
Credit Suisse 08/06/09 KRW (123,000,000) USD 98,451 (2)
Deutsche Bank 08/06/09 MXN (500,000) USD 37,651 -
Citibank 09/16/09 NOK (859,659) SEK 1,039,500 4
Royal Bank of Scotland 08/06/09 PEN (60,000) USD 19,861 -
Credit Suisse 08/06/09 PHP (5,000,000) USD 103,950 -
Barclays Bank 09/16/09 SEK (2,963,511) USD 390,992 (20)
Credit Suisse 09/16/09 SEK (8,166,237) EUR 752,025 (61)
____
$ 51
____
For descriptions of abbreviations and footnotes, please refer to page 57.
46
Other Information:
The Fund invested in various derivative instruments during the year ended July 31, 2009. The primary types of risk associated with
these derivative instruments are credit risk, equity risk, foreign exchange risk and interest rate risk. Refer to Note 2 in the
Notes to Financial Statements for further discussion about these risks and the objectives for utilizing derivative instruments. The
effects of these derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of
Assets and Liabilities and Statement of Operations are presented in the summary below.
The fair value of derivative instruments as of July 31, 2009 by risk category:
Asset Derivatives Liability Derivatives
______________________________________________________________________________________
Statement of Asset Statement of Asset
Derivatives not designated as hedging and Liabilities Fair Value and Liabilities Fair Value
instruments, carried at fair value Location (000) Location (000)
____________________________________________________________________________________________________________________________________
Foreign exchange contracts Unrealized Gain on Forward Unrealized Loss on Forward
Foreign Currency Contracts $214 Foreign Currency Contracts $(163)
____ _____
Total $214 $(163)
____ _____
The effects of derivative instruments on the Statement of Operations for the year ended July 31, 2009 are as follows (000):
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
Forward Foreign
Derivatives not designated as hedging instruments, Currency
carried at fair value Contracts Total
____________________________________________________________________________________________________________________________________
Foreign exchange contracts $578 $578
____ ____
Total $578 $578
____ ____
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
Forward Foreign
Derivatives not designated as hedging instruments, Currency
carried at fair value Contracts Total
____________________________________________________________________________________________________________________________________
Foreign exchange contracts $204 $204
____ ____
Total $204 $204
____ ____
The Fund utilizes various inputs in determining the value of its investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own assumption in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in
those securities. A summary of the inputs used as of July 31, 2009 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Corporate Bond $ - $ 412 $ - - $ 412
Foreign Bond - 985 - 985
Foreign Government Bond - 11,402 - 11,402
Money Market Fund 437 - - 437
Other Financial Instruments
Forward Foreign Currency Contracts* - 51 - 51
____________________________________________________________________________________________________________________________________
Total Investments $437 $12,850 $ - - $13,287
____________________________________________________________________________________________________________________________________
* Forward foreign currency contracts are not reflected in the Schedule of Investments and are valued at the unrealized appreciation/
depreciation of the instrument.
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
47
OLD MUTUAL INTERNATIONAL EQUITY FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Acadian Asset Management LLC(1)
Performance Highlights
o For the fiscal year ended July 31, 2009, the Old Mutual International Equity Fund (the "Fund") underperformed its benchmark,
the MSCI EAFE® Index. The Fund's Class A shares posted a (29.95)% return at net asset value versus a (22.60)% return for the
benchmark.
o In terms of regions and countries, the Fund lost relative value from stock selection in Japan, France and Australia. There was
relative value added back, however, from stock selection in Singapore, Switzerland and the U.K.
o Samsung Electronics (no longer a Fund holding), DBS Group Holdings, Credit Suisse Group and Jardine Cycle & Carriage were among
the top contributors to relative performance for the year.
o ING Groep, Hitachi and 3i Group (no longer a Fund holding) were among the top detractors from relative performance for the
year.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2009, the Old Mutual International Equity Fund (the "Fund") underperformed its benchmark,
the MSCI EAFE® Index. The Fund's Class A shares posted a (29.95)% return at net asset value versus a (22.60)% return for the
benchmark. Performance for all share classes can be found on page 50.
Q. What investment environment did the Fund face during the past year?
A. Non-U.S. equity markets were extraordinarily volatile over the past year, from the unsettled conditions during the summer of
2008, to the crisis during the fall of 2008, to the mixed signals at the start of 2009 and the market rally that began in March
2009. Roiled by high volatility and intense waves of investor sentiment, markets also experienced sweeping external trends such
as the deleveraging and forced outflows from hedge funds, mutual funds and proprietary broker accounts. In addition, the
decline of the global economy and crash in oil prices led to extraordinarily rapid sector regime shifts, in particular away
from materials and energy stocks in 2008. Financial stocks also saw unprecedented volatility in prices.
The first half of 2009 continued the difficult conditions for non-U.S. equities. The period saw negative returns in January and
February 2009 which were then mitigated by more favorable results in the March 2009 to July 2009 period. There was a dramatic
shift in market sentiment, with investors focusing strongly on lower quality stocks and seeking bargains among companies with
depressed share prices. This market rally led to sharp underperformance of many quantitative factors, especially momentum.
Meanwhile, value stocks faced two distinct environments. In the earlier, risk-averse part of the fiscal year, value stocks
underperformed severely. In the subsequent market rally, low quality value stocks recovered, but higher quality value stocks
remained depressed.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund was severely impacted by the underperformance of value stocks in the first part of the fiscal year and momentum and
quality in the latter part of the fiscal year. The focus of the Fund was on value oriented stocks with solid balance sheets and
attractive earnings prospects, as well as favorable forward momentum. The focus of markets, in contrast, was on safe, but
expensive, stocks in the risk-averse period, and then, in the subsequent market rally, on poor quality companies such as
financial stocks that had seen extreme price declines. Many of the stocks that drove the market return in 2009 appeared to
Acadian Asset Management LLC ("Acadian"), the Fund's sub-adviser, to have unattractive prospects and unsound financial
underpinnings, and therefore, were not held in the Fund.
Q. How did portfolio composition affect relative Fund performance?
A. In terms of regions and countries, the Fund lost value from stock selection in Japan, France and Australia. There was value
added back, however, from stock selection in Singapore, Switzerland and the U.K.
Samsung Electronics (no longer a Fund holding), DBS Group Holdings, Credit Suisse Group and Jardine Cycle & Carriage were among
the top contributors for the year. Korean computer memory maker, Samsung Electronics, saw its stock price rise when its first
quarter 2009 earnings results were better than analysts had anticipated. DBS Group Holdings, Southeast Asia's largest bank,
reported first quarter 2009 profits that beat analysts' estimates, as trading revenue surged and staff costs declined. The bank
also benefited from revived expectations for the Asian banking sector in general. Credit Suisse Group, a financial services
company based in Switzerland, saw its stock price rise when it reported an increase in net profit. The position in Jardine
Cycle & Carriage, a Singapore car retailer, added value as shares rose in anticipation of the company reporting an increase in
2008 profits, helped by its stake in an Indonesian car distributor.
International Equity Fund
48
Top Ten Holdings
as of July 31, 2009
Nestle 3.1%
___________________________________________________________________________________
Royal Dutch Shell, Cl A 3.1%
___________________________________________________________________________________
BP 2.8%
___________________________________________________________________________________
BHP Billiton 2.0%
___________________________________________________________________________________
AstraZeneca 2.0%
___________________________________________________________________________________
Sanofi-Aventis 1.8%
___________________________________________________________________________________
France Telecom 1.8%
___________________________________________________________________________________
HSBC Holdings 1.8%
___________________________________________________________________________________
DBS Group Holdings 1.8%
___________________________________________________________________________________
Unilever 1.8%
___________________________________________________________________________________
As a % of Total
Fund Investments 22.0%
___________________________________________________________________________________
ING Groep, Hitachi and 3i Group (no longer a Fund holding) were among the top detractors for the year. ING Groep, a Dutch
financial services provider, saw its share price fall sharply after it warned it might post a net loss of $674 million on
write-downs. Hitachi, a Japanese electronics maker, saw its share price fall after it projected a $700 billion net loss for the
twelve-month period ended March 31, 2009. 3i Group, Europe's largest publicly traded private equity firm, saw its stock price
fall after it posted the first decline in asset values in five years and missed analyst profitability estimates.
Q. What is the investment outlook for international stocks?
A. Acadian notes that global market valuations are lower than average, but not at historic lows. Acadian anticipates further
market volatility over the coming months and believes it could see markets retreat temporarily from recent gains. Acadian
expects a more stable and sustained recovery by late in 2009, anticipating economic recovery that will likely be visible by
early 2010. Acadian believes that encouraging developments for equities include lower volatility, a bottoming-out of earnings
downgrades, broader dispersion of valuations and attractive valuations in many sectors.
(1) Effective June 1, 2009, the Fund's assets managed by Clay Finlay LLC were transferred to Acadian Asset Management LLC
("Acadian") and Acadian became the sole sub-adviser for the Fund.
International Equity Fund
49
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2009
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 12/30/05 (33.99)% (7.11)%
Class A without load 12/30/05 (29.95)% (5.56)%
Class C with load 12/30/05 (31.04)% (6.23)%
Class C without load 12/30/05 (30.35)% (6.23)%
Class Z 12/30/05 (29.70)% (5.32)%
Institutional Class 12/30/05 (29.58)% (5.08)%
MSCI EAFE® Index 12/30/05 (22.60)% (1.80)%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and
the comparative index can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00%, if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00%, if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and net annual operating expenses you may pay as an investor in the Fund's Class A, Class C, Class Z and Institutional
Class shares (as reported in the November 19, 2008 prospectus) are 2.76% and 1.52%; 3.55% and 2.27%; 3.44% and 1.27%; and 1.32% and
1.02%, respectively.
Fund Performance
____________________________________________________________________________________________________________________________________
[LINE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| | Old Mutual International Equity Fund, Class A | Old Mutual International Equity Fund, Class C | Old Mutual International Equity Fund, Class Z | Old Mutual International Equity Fund, Institutional Class | MSCI EAFE(R) Index | |
| 12/30/05 | 9,425 | 10,000 | 10,000 | 10,000 | 10,000 | |
| 7/31/06 | 10,320 | 10,910 | 10,970 | 10,980 | 11,125 | |
| 7/31/07 | 13,212 | 13,859 | 14,067 | 14,126 | 13,785 | |
| 7/31/08 | 10,960 | 11,403 | 11,693 | 11,779 | 12,105 | |
| 7/31/09 | 7,678 | 7,943 | 8,220 | 8,295 | 9,369 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in each of the Fund's share
classes on the inception date of 12/30/05 to an investment made in an unmanaged securities index on that date. The performance of
the Fund's Class A shares shown in the line graph takes into account the maximum initial sales charge. The Fund's performance in
this chart and the performance table assumes reinvestment of dividends and capital gain distributions but does not reflect the
deduction of taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares.
Asset Class Weightings as of July 31, 2009 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Common Stock | 1.7% | |
| Foreign Preferred Stock | 0.1% | |
| Foreign Common Stock | 97.6% | |
| Cash Equivalents | 0.6% | |
50
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 1.7% Australia - - continued
B2B/E-Commerce - 0.0% Santos 58,265 $ 709
Global Sources* 319 $ 2 Sigma Pharmaceuticals 132,737 143
______________ ______________
Total B2B/E-Commerce 2 Total Australia 3,960
_____________________________________________________________________ _____________________________________________________________________
Commercial Banks Non-US - 0.2% Austria - 0.1%
Bank of Nova Scotia 2,500 107 Mayr Melnhof Karton 509 48
National Bank of Canada 200 11 OMV 91 4
______________ Telekom Austria 200 3
Voestalpine 127 4
Total Commercial Banks Non-US 118 ______________
_____________________________________________________________________
Total Austria 59
Electronic Components-Miscellaneous - 0.1% _____________________________________________________________________
NAM TAI Electronics 14,900 68
______________ Belgium - - 0.8%
Barco* 500 22
Total Electronic Components-Miscellaneous 68 Delhaize Group 6,702 480
_____________________________________________________________________ D'ieteren 562 121
Euronav 40 1
Food-Retail - 0.0% Tessenderlo Chemie 330 12
Empire, Cl A 600 23 ______________
______________
Total Belgium 636
Total Food-Retail 23 _____________________________________________________________________
_____________________________________________________________________
Canada - - 0.8%
Mortgage Banks - 0.1% Bank of Montreal 1,300 65
Home Capital Group 2,300 73 CGI Group, Cl A* 23,920 243
______________ Metro, Cl A* 100 3
Northgate Minerals* 8,164 19
Total Mortgage Banks 73 QLT* 6,800 24
_____________________________________________________________________ Royal Bank of Canada 2,500 119
Toronto-Dominion Bank 1,900 111
Oil Companies-Exploration & Production - 0.7% ______________
EnCana 9,450 507
______________ Total Canada 584
_____________________________________________________________________
Total Oil Companies-Exploration & Production 507
_____________________________________________________________________ China - 0.0%
SunVic Chemical Holdings 8,000 1
Retail-Convenience Store - 0.5% ______________
Alimentation Couche Tard 25,900 409
______________ Total China 1
_____________________________________________________________________
Total Retail-Convenience Store 409
_____________________________________________________________________ Denmark - 2.1%
A P Moller - Maersk A/S, Cl B 80 498
Retail-Drug Store - 0.1% Danisco A/S 3,718 182
Jean Coutu Group, Cl A 11,200 104 Danske Bank A/S* 600 12
______________ FLSmidth A/S* 7,971 346
Novo Nordisk A/S, Cl B 9,200 538
Total Retail-Drug Store 104 PER Aarsleff A/S, Cl B 283 33
______________ ______________
Total Common Stock (Cost $1,178) 1,304 Total Denmark 1,609
_____________________________________________________________________ _____________________________________________________________________
Foreign Common Stock - 97.6% Finland - 0.0%
Australia - 5.3% Fiskars OYJ ABP 1,581 20
Aditya Birla Minerals* 41,099 24 ______________
AJ Lucas Group 10,098 30
Ansell 29,670 229 Total Finland 20
Australian Worldwide Exploration 13,777 31 _____________________________________________________________________
BHP Billiton 48,255 1,523
BlueScope Steel 163,524 461 France - 9.4%
Brickworks 2,259 24 Arkema 2,980 86
Caltex Australia 966 10 AXA 75 2
Emeco Holdings 104,147 48 BNP Paribas 14,687 1,066
Flight Centre 3,400 28 Bouygues 6,531 277
Macmahon Holdings 25,800 10 Cap Gemini 10,434 482
Macquarie Group 16,977 624 Cie de Saint-Gobain 17,182 695
OceanaGold* 10,499 9 CNP Assurances 280 26
Pan Pacific Petroleum 44,998 19 _____________________________________________________________________
RHG* 87,115 38
_____________________________________________________________________
51
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
France - continued Hong Kong - continued
Eiffage 4,485 $ 299 Regal Hotels International Holdings 32,400 $ 10
Etam Developpement* 707 14 Sun Hung Kai Properties 41,000 622
France Telecom 54,189 1,352 Tai Fook Securities Group 28,000 10
Groupe Eurotunnel 8,915 53 VTech Holdings 3,534 25
Groupe Steria SCA 11,928 288 Wing On Co International 7,000 9
LDC 129 14 ______________
Mr Bricolage 203 3
Rallye 2,146 63 Total Hong Kong 3,442
Sanofi-Aventis 20,695 1,354 _____________________________________________________________________
Thomson* 19,569 26
Vivendi 35,170 902 Ireland - - 0.8%
______________ Experian 69,500 574
______________
Total France 7,002
_____________________________________________________________________ Total Ireland 574
_____________________________________________________________________
Germany - 10.8%
Allianz SE 11,066 1,096 Italy - - 1.7%
BASF SE 20,581 1,025 Banca Popolare dell-Emilia Romagna 169 2
Bavaria Industriekapital 925 14 De'Longhi 6,503 20
Bayer 10,067 615 Enel 164,611 895
Cewe Color Holding 836 29 Exor 26 -
Demag Cranes 2,458 61 Indesit* 16,007 102
Deutsche Bank 11,529 750 Italmobiliare SpA* 879 30
Deutsche Lufthansa 53,506 721 Milano Assicurazioni 521 2
Deutsche Post 41,897 662 Mirato SpA* 6,464 49
E.ON 32,682 1,242 UniCredit 52,012 152
Freenet* 62 1 ______________
Infineon Technologies* 70,811 289
Koenig & Bauer* 565 7 Total Italy 1,252
Loewe 1,348 16 _____________________________________________________________________
Medion 1,527 17
MTU Aero Engines Holding 1,486 54 Japan - 26.4%
Rheinmetall 2,323 114 Aichi Machine Industry 9,000 26
Siemens 13,074 1,041 Aisan Industry 16,400 142
Suedzucker 11,806 250 Alfresa Holdings 400 20
TUI 11,400 74 Allied Telesis Holdings* 15,800 11
______________ Aloka 800 8
Alpine Electronics 500 5
Total Germany 8,078 Alps Electric 2,924 16
_____________________________________________________________________ Amiyaki Tei 9 15
Ando 12,000 18
Greece - 0.6% Arakawa Chemical Industries 5,500 68
National Bank of Greece* 5,961 174 Argo Graphics 1,700 19
OPAP 10,780 258 Artnature 2,900 26
______________ Asahi Industries 15 31
Astellas Pharma 27,900 1,060
Total Greece 432 Brother Industries 11,511 103
_____________________________________________________________________ Canon 50 2
Chimney 500 9
Hong Kong - 4.6% Chubu Steel Plate 12,700 97
Champion Technology Holdings 4,182,000 159 Cleanup 3,800 21
CLP Holdings 175,500 1,193 Coca-Cola Central Japan 2,600 36
Courage Marine Group 17,000 3 Combi 1,500 11
Dickson Concepts International 98,000 52 Cosmo Oil 1,000 3
Hong Kong Exchanges and Clearing 21,100 396 Crescendo Investment 29 43
Hutchison Telecommunications 246,000 64 CSK Holdings* 3,800 18
International Dai Nippon Printing 8,000 117
Hutchison Whampoa 101,000 755 Daido Kogyo 8,000 13
Jardine Strategic Holdings 7,000 114 Daihatsu Diesel Manufacturing 4,000 25
Keck Seng Investments 18,000 8 Daiichi Jitsugyo 4,000 13
Modern Beauty Salon Holdings 92,000 10 Daiichikosho 4,200 48
Pacific Basin Shipping 15,373 12 Daishinku 3,000 13
_____________________________________________________________________ _____________________________________________________________________
52
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Japan - continued Japan - - continued
Daito Bank 13,000 $ 11 Marubun 2,100 $ 14
Daito Trust Construction 7,200 353 Marudai Food 5,000 13
Daiwa Securities Group 29,000 170 Mercian 30,000 69
East Japan Railway 12,300 703 Mikuni Coca-Cola Bottling 3,300 27
Ebara* 5,436 17 Mimasu Semiconductor Industry 1,500 22
Faith 251 26 Mitani 500 4
Fuji Electronics 1,800 16 Mitsui 24,500 305
Fuji Media Holdings 120 192 Mitsui Home 2,000 11
FUJI SOFT 3,200 64 Mitsui OSK Lines 77,000 467
FUJIFILM Holdings 15,000 482 Morinaga Milk Industry 4,000 17
Fujitsu 94,100 615 Musashi Seimitsu Industry 1,700 33
Fujitsu Frontech 600 6 Namura Shipbuilding 17,400 94
Fukuda Denshi 900 19 NEC Electronics* 11,000 113
Gendai Agency 13 17 NEC Networks & System Integration 5,600 72
Hakuto 4,700 41 NIC 5,800 28
Haruyama Trading 1,500 7 NIFTY 10 9
Haseko* 500 - Nihon Unisys 6,000 52
Hazama 26,300 31 Nihon Yamamura Glass 19,000 52
Hibiya Engineering 4,200 35 Nippo 15,000 119
Hino Motors 30,000 100 Nippon Express 48,000 220
HIS 2,800 57 Nippon Flour Mills 22,000 106
Hitachi 262,000 878 Nippon Mining Holdings 26,500 126
Hitachi Cable 19,000 63 Nippon Oil 28,000 148
Hitachi Information Systems 2,900 88 Nippon Road 3,000 7
Hitachi Medical 3,636 35 Nippon Shinyaku 33,000 432
Hitachi Software Engineering 6,557 182 Nippon Steel 700 3
Hitachi Systems & Services 3,200 72 Nippon Steel Trading 1,000 2
Hochiki 3,000 18 NIS Group* 24,600 12
Idemitsu Kosan 2,000 167 Nishimatsu Construction 40,000 55
IHI* 7,000 12 Nissan Motor 145,400 1,055
Imasen Electric Industrial 2,584 32 Nissan Shatai 1,000 9
Inaba Seisakusho 1,600 16 Nissin Sugar Manufacturing 7,000 15
Inui Steamship 800 6 Nittetsu Mining 11,000 48
Itoham Foods 9,000 29 Noevir 3,000 31
IWATANI 48,000 140 Nojima 1,300 10
Japan Automobile Auction 21 23 NSD 2,500 26
JBCC Holdings 5,200 38 NTT 27,800 1,148
JFE Shoji Holdings 24,000 94 NTT Data 229 770
JMS 3,000 11 Ohsho Food Service 4,700 123
Joban Kosan 9,000 14 Osaka Steel 2,700 46
Kamei 3,000 19 Otsuka Kagu 1,500 13
Kanematsu Electronics 2,300 22 Pacific Industrial 4,000 18
Kanto Auto Works 3,400 31 Prima Meat Packers 17,735 20
Kasumi 5,100 24 Relo Holdings 4,100 53
Kato Works 7,000 17 Ricoh Leasing 100 2
Kawasumi Laboratories 5,000 34 Riken 6,000 19
Kinugawa Rubber Industrial 19,000 29 Roland 1,800 21
Koike Sanso Kogyo 6,000 17 Ryoden Trading 2,000 12
Komatsu Seiren 4,000 15 Ryosan 4,600 118
Kowa Spinning 4,000 15 Ryoyo Electro 13,400 114
Kurabo Industries 7,000 14 S Foods 2,500 22
Kyodo Printing 12,000 40 Sakata INX 15,000 59
Leopalace21 14,700 125 Sankyo-Tateyama Holdings* 18,000 16
Marubeni 20,000 92 Sanwa Holdings 24,000 87
_____________________________________________________________________ _____________________________________________________________________
53
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Japan - continued Luxembourg - - 0.1%
Sapporo Hokuyo Holdings* 11,000 $ 37 Regus 47,365 $ 55
Satori Electric 2,400 15 ______________
Seika 9,000 21
Seiko Epson 5,200 79 Total Luxembourg 55
Seino Holdings 17,000 133 _____________________________________________________________________
Shidax 5,000 21
Shinsei Bank* 5,000 7 Netherlands - - 6.6%
Shinsho 3,000 5 Accell Group 931 41
Shiroki 10,000 19 Aegon 20,120 147
Shoko 11,000 13 EADS 28,466 543
Sintokogio 12,300 86 Gamma Holding* 57 -
Soft99 2,400 12 Heijmans* 792 1
Sony 33,500 934 ING Groep 10,022 128
Sorun 4,700 26 Nutreco Holding 119 5
Studio Alice 9,700 100 OCE 9,746 48
Sumikin Bussan 3,000 7 Royal Dutch Shell, Cl A 87,310 2,287
Sumitomo Electric Industries 34,000 422 Royal Dutch Shell, Cl B 2,513 65
Sumitomo Mitsui Financial Group 12,300 524 Philips Electronics 17,303 394
Sumitomo Pipe & Tube 14,800 81 TNT 53 1
T RAD 11,000 25 Unilever 48,308 1,317
Taikisha 2,402 26 ______________
Taisei Rotec 8,000 12
Takachiho Electric 1,900 22 Total Netherlands 4,977
Takagi Securities 9,000 19 _____________________________________________________________________
Takeuchi Manufacturing 4,600 44
Techno Ryowa 1,200 7 New Zealand - 0.0%
Toa Oil 11,000 15 Sky Network Television 210 1
Tokyo Electric Power 6,300 161 ______________
Tokyu Community 700 15
Tomoe 9,900 25 Total New Zealand 1
Toppan Printing 54,000 550 _____________________________________________________________________
Topy Industries 61,000 143
Torii Pharmaceutical 4,900 88 Norway - 1.4%
Toshiba TEC 12,000 51 Atea ASA 14,500 72
Totetsu Kogyo 6,000 38 Norske Skogindustrier* 52,125 83
Toyo Engineering 7,000 22 StatoilHydro 41,443 886
Toyo Kohan 3,000 12 ______________
Toyo Tire & Rubber* 69,000 150
Toyota Auto Body 11,900 223 Total Norway 1,041
Toyota Tsusho 31,500 481 _____________________________________________________________________
Trancom 3,700 71
TS Tech 3,700 72 Singapore - - 3.7%
TV Asahi 30 46 DBS Group Holdings 138,000 1,331
Ube Material Industries 2,000 5 Golden Agri-Resources 686,400 202
Unipres 7,800 99 Jardine Cycle & Carriage 59,526 975
Universe 700 10 Macquarie International Infrastructure Fund 550,000 151
Usen* 3,332 4 Singapore Petroleum 19,000 82
U-Shin 4,200 22 UOB-Kay Hian Holdings 22,000 24
Watabe Wedding 3,900 61 ______________
Yamaguchi Financial Group 1,000 14
Yamato Holdings 47,000 695 Total Singapore 2,765
Yamazen 2,000 8 _____________________________________________________________________
Yasunaga 2,100 7
Zojirushi 18,000 43 Spain - - 2.1%
______________ Banco Santander 75,912 1,099
Bankinter 4,300 49
Total Japan 19,726 BBVA 22,939 376
_____________________________________________________________________ Construcciones y Auxiliar de Ferrocarriles 27 12
______________
Total Spain 1,536
_____________________________________________________________________
Sweden - - 2.0%
Acando AB 11,799 20
Beijer Alma AB 300 3
Bilia AB, Cl A 1,300 9
Electrolux AB, Ser B* 29,218 548
Industrial & Financial Systems, Cl B 3,345 32
Industrivarden AB, Cl A 2,056 22
Proffice AB, Cl B* 7,132 17
Telefonaktiebolaget LM Ericsson, Cl B 97,209 957
______________
Total Sweden 1,608
_____________________________________________________________________
54
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Switzerland - 6.9% Foreign Preferred Stock - 0.1%
Bell Holding 28 $ 43 Germany - - 0.0%
Credit Suisse Group 18,129 857 Villeroy & Boch 3,475 $ 22
Emmi 141 14 ______________
Nestle 57,039 2,344
Novartis 19,495 891 Total Germany 22
PSP Swiss Property 701 37 _____________________________________________________________________
Walter Meier, Cl A 49 3
Xstrata 69,900 944 Italy - - 0.1%
______________ Exor 3,908 37
______________
Total Switzerland 5,133
_____________________________________________________________________ Total Italy 37
______________
United Kingdom - 11.4%
Anglo-Eastern Plantations 1,127 6 Total Foreign Preferred Stock (Cost $128) 59
AstraZeneca (GBP) 32,310 1,505 _____________________________________________________________________
AstraZeneca (SEK) 317 15
Aveva Group 94 1 Money Market Fund - 0.6%
Aviva 1,542 9 Dreyfus Cash Management Fund,
Avocet Mining* 7,100 9 Institutional Class, 0.329% (A) 464,804 465
BAE Systems 195,153 1,001 ______________
Barclays 146,689 746
BHP Billiton 127 3 Total Money Market Fund (Cost $465) 465
BP 256,085 2,124 _____________________________________________________________________
Bradford & Bingley (E) 34,425 -
Cape* 7,630 28 Total Investments - 100.0% (Cost $71,222) 74,815
Character Group* 803 1 _____________________________________________________________________
Chaucer Holdings 257 -
Colliers Cre* 3,314 1 Other Assets and Liabilities, Net - (0.0)% (5)
Costain Group 34,266 16 _____________________________________________________________________
Dairy Crest Group 4,500 25
Delta 5,686 12 Total Net Assets - 100.0% $ 74,810
DS Smith 25,656 32 _____________________________________________________________________
Fiberweb 15,243 17
Hamworthy 3,200 16 For descriptions of abbreviations and footnotes, please refer to page 57.
Hilton Food Group 1,087 3
HSBC Holdings 133,412 1,350
ICAP 54,946 416
International Power 5,857 25
J Sainsbury 19,390 103
Lloyds Banking Group 332 -
Mondi 2,231 10
Reckitt Benckiser Group 9,652 464
Renew Holdings 2,084 1
Stagecoach Group 10,878 25
Standard Chartered 1,620 38
Tenon Group 7,109 6
Tullett Prebon 12,684 75
Vitec Group 1,800 8
Vodafone Group 184,243 379
Yule Catto 13,345 26
______________
Total United Kingdom 8,496
______________
Total Foreign Common Stock (Cost $69,451) 72,987
_____________________________________________________________________
55
OLD MUTUAL INTERNATIONAL EQUITY FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2009
Other Information:
The Fund utilizes various inputs in determining the value of its investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own assumption in determining the fair value of investments)
The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in
those securities. A summary of the inputs used as of July 31, 2009 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $1,304 $ - $- $ 1,304
Foreign Common Stock
Australia 30 3,930 - 3,960
Austria - 59 - 59
Belgium - 636 - 636
Canada 584 - - 584
China - 1 - 1
Denmark - 1,609 - 1,609
Finland - 20 - 20
France - 7,002 - 7,002
Germany 74 8,004 - 8,078
Greece - 432 - 432
Hong Kong - 3,442 - 3,442
Ireland - 574 - 574
Italy 49 1,203 - 1,252
Japan 19 19,707 - 19,726
Luxembourg - 55 - 55
Netherlands - 4,977 - 4,977
New Zealand - 1 - 1
Norway - 1,041 - 1,041
Singapore - 2,765 - 2,765
Spain 1,099 437 - 1,536
Sweden - 1,608 - 1,608
Switzerland - 5,133 - 5,133
United Kingdom - 8,496 - 8,496
Foreign Preferred Stock
Germany - 22 - 22
Italy - 37 - 37
Money Market Fund 465 - - 465
____________________________________________________________________________________________________________________________________
Total Investments $3,624 $71,191 $- $74,815
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
56
NOTES TO SCHEDULE OF INVESTMENTS
____________________________________________________________________________________________________________________________________
* Non-income producing security.
(A) - The rate reported represents the 7-day effective yield as of July 31, 2009.
(B) - All or a portion of this security is held as cover for securities sold short, forward foreign currency contracts or open
written option contracts.
(C) - All or a portion of this security is held as required margin for open futures contracts. The rate reported represents the
effective yield at the time of purchase.
(D) - Floating Rate Security - The rate reported represents the security's rate as of July 31, 2009.
(E) - Security fair valued using methods determined in good faith according to procedures adopted by the Valuation Committee
designated by the Board of Trustees. On July 31, 2009, the aggregate value of these securities was $0 (000), representing 0.0%
of the net assets of the Old Mutual International Equity Fund.
AUD - Australian Dollar
BRL - Brazilian Real
CAD - Canadian Dollar
CHF - Swiss Franc
Cl - Class
CLP - Chilean Peso
CNY - Chinese Yuan Renminbi
DKK - Danish Krone
EUR - Euro
GBP - British Pound Sterling
HMO - Health Maintenance Organization
INR - Indian Rupee
ISP - Internet Service Provider
JPY - Japanese Yen
KRW - Korean Won
MTN - Medium Term Note
MXN - Mexican Peso
NOK - Norwegian Krone
NZD - New Zealand Dollar
PEN - Peruvian Nuevo Sol
PHP - Philippine Peso
R&D - Research and Development
REITs - Real Estate Investment Trusts
RUB - Russian Ruble
S&L - Savings and Loan
SEK - Swedish Krona
Ser - Series
Amounts designated as "-" are either $0 or have been rounded to $0.
Cost figures are shown with "000's" omitted.
57
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2009
___________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
___________________________________________________________________________________________________________________________________________
Assets:
Investment Securities, at cost $ 183,827
___________________________________________________________________________________________________________________________________________
Investment Securities, at value �� $ 214,111
Cash -
Foreign Currency (cost $-, $413, $737, $-, $69, $114) -
Unrealized Gain on Forward Foreign Currency Contracts 5,988
Receivable for Capital Shares Sold 159
Receivable from Investment Adviser 1
Receivable for Investment Securities Sold 9,702
Receivable for Dividends and Interest 157
Variation Margin Receivable on Futures Contracts 393
___________________________________________________________________________________________________________________________________________
Total Assets 230,511
___________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased 2,229
Payable for Capital Shares Redeemed 819
Variation Margin Payable on Futures Contracts 492
Written Option Contracts, at Value (Proceeds received of $4,152, $150, $-, $-, $-, $-) 7,902
Securities Sold Short, at Value (Proceeds received of $28,500, $849, $-, $-, $-, $-) 32,550
Unrealized Loss on Forward Foreign Currency Contracts 3,361
Payable for Administration Fees 15
Payable for Distribution & Service Fees 14
Payable for Management Fees 146
Payable to Custodian 5,286
Payable for Trustees' Fees 10
Payable to Investment Adviser -
Other Liabilities -
Accrued Expenses 358
___________________________________________________________________________________________________________________________________________
Total Liabilities 53,182
___________________________________________________________________________________________________________________________________________
Net Assets $ 177,329
___________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 343,832
Undistributed Net Investment Income/(Accumulated Net Investment Loss) (10,783)
Accumulated Net Realized Gain (Loss) on Investments, Securities Sold Short,
Futures, Written Options and Foreign Currency Transactions (182,608)
Net Unrealized Appreciation on Investments, Securities Sold Short,
Futures, Written Options and Foreign Currency Transactions 26,888
___________________________________________________________________________________________________________________________________________
Net Assets $ 177,329
___________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 83,169
Net Assets - Class C 51,879
Net Assets - Class Z 29,734
Net Assets - Institutional Class 12,547
___________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 9,581,810
Outstanding Shares of Beneficial Interest - Class C 6,174,945
Outstanding Shares of Beneficial Interest - Class Z 3,399,681
Outstanding Shares of Beneficial Interest - Institutional Class 1,431,859
___________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 8.68
___________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 9.21
___________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 8.40
___________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 8.75
___________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Institutional Class^ $ 8.76
___________________________________________________________________________________________________________________________________________
† Class C shares have a contingent deferred sales charge. For a description of a possible sales charge, please see the Fund's Prospectus.
^ Net Assets divided by shares may not calculate to the stated NAV because these amounts are shown rounded.
Amounts designated as "-" are either $0 or have been rounded to $0.
N/A - Not Applicable
The accompanying notes are an integral part of the financial statements.
58
____________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Old Mutual Copper Rock Old Mutual Old Mutual
Analytic Global China Emerging International International
Fund Fund Growth Fund Bond Fund Equity Fund
____________________________________________________________________________________________________________________________________
$ 5,808 $ 31,757 $ 51,748 $ 12,595 $ 71,222
____________________________________________________________________________________________________________________________________
$ 6,420 $ 43,584 $ 59,523 $ 13,236 $ 74,815
- - - - 1
417 737 - 71 115
- - - 214 -
- 648 254 - 11
- - - - 5
11 - 4,131 - 513
21 31 3 188 172
32 - - - -
____________________________________________________________________________________________________________________________________
6,901 45,000 63,911 13,709 75,632
____________________________________________________________________________________________________________________________________
- - 4,511 - 644
317 147 4 1 21
35 - - - -
223 - - - -
994 - - - -
- - - 163 -
- 3 5 1 5
1 2 - - -
6 37 40 6 54
270 - - - -
- - 1 1 1
16 9 9 - -
- - - 35 -
55 68 63 18 97
____________________________________________________________________________________________________________________________________
1,917 266 4,633 225 822
____________________________________________________________________________________________________________________________________
$ 4,984 $ 44,734 $ 59,278 $ 13,484 $ 74,810
____________________________________________________________________________________________________________________________________
$ 18,580 $ 45,113 $ 85,779 $ 13,590 $ 123,456
(383) 22 - (813) 804
(13,711) (12,228) (34,276) 4 (53,051)
498 11,827 7,775 703 3,601
____________________________________________________________________________________________________________________________________
$ 4,984 $ 44,734 $ 59,278 $ 13,484 $ 74,810
____________________________________________________________________________________________________________________________________
$ 2,174 $ 15,069 $ 3,480 N/A $ 617
2,601 8,267 367 N/A 921
130 11,654 19,771 N/A 513
79 9,744 35,660 $ 13,484 72,759
____________________________________________________________________________________________________________________________________
353,287 923,318 451,115 N/A 80,414
429,329 514,253 49,126 N/A 121,554
21,151 709,592 2,536,695 N/A 66,566
14,923 589,691 4,539,051 1,564,132 9,407,086
____________________________________________________________________________________________________________________________________
$ 6.15 $ 16.32 $ 7.71 N/A $ 7.67
____________________________________________________________________________________________________________________________________
$ 6.53 $ 17.32 $ 8.18 N/A $ 8.14
____________________________________________________________________________________________________________________________________
$ 6.06 $ 16.08 $ 7.47 N/A $ 7.58
____________________________________________________________________________________________________________________________________
$ 6.15 $ 16.42 $ 7.79 N/A $ 7.70
____________________________________________________________________________________________________________________________________
$ 5.28 $ 16.52 $ 7.86 $ 8.62 $ 7.73
____________________________________________________________________________________________________________________________________
59
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2009
___________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
�� Fund
___________________________________________________________________________________________________________________________________________
Investment Income:
Dividends $ 6,117
Interest 440
Less: Foreign Taxes Withheld -
___________________________________________________________________________________________________________________________________________
Total Investment Income 6,557
___________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 2,704
Administration Fees 285
Distribution and Service fees:
Class A 365
Class C 824
Trustees' Fees 73
Custodian Fees 65
Professional Fees 129
Registration and SEC Fees 126
Printing Fees 193
Transfer Agent Fees 724
Offering Costs -
Dividend Expense on Securities Sold Short 1,027
Interest Expense 447
Pricing Fees 3
Other Expenses 87
___________________________________________________________________________________________________________________________________________
Total Expenses 7,052
___________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (697)
Reimbursement of Other Expenses by Investment Adviser -
Expense Reduction (1) (3)
___________________________________________________________________________________________________________________________________________
Net Expenses 6,352
___________________________________________________________________________________________________________________________________________
Net Investment Income (Loss) 205
___________________________________________________________________________________________________________________________________________
Net Increase from Payment by Affiliates (2) -
Net Realized Gain (Loss) from Investment Transactions (including Securities Sold Short) (119,552)
Net Realized Loss on Foreign Currency Transactions (32,477)
Net Realized Loss on Futures Contracts (13,433)
Net Realized Gain on Written Options Contracts 17,101
Net Change in Unrealized Appreciation (Depreciation) on Investments (including Securities Sold Short) 13,054
Net Change in Unrealized Appreciation (Depreciation) on
Forward Foreign Currency Contracts and Foreign Currency Transactions (5,153)
Net Change in Unrealized Appreciation on Futures Contracts 7,839
Net Change in Unrealized Depreciation on Written Option Contracts (1,387)
___________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain (Loss) on Investments (134,008)
___________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Resulting from Operations $(133,803)
___________________________________________________________________________________________________________________________________________
(1) All expense reductions are for transfer agent expenses. See note 2.
(2) See Note 2.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
60
____________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Old Mutual Copper Rock Old Mutual Old Mutual
Analytic Global China Emerging International International
Fund Fund Growth Fund Bond Fund Equity Fund
____________________________________________________________________________________________________________________________________
$ 259 $ 845 $ 167 $ 8 $ 2,487
18 1 - 538 -
(14) (35) - (3) (235)
____________________________________________________________________________________________________________________________________
263 811 167 543 2,252
____________________________________________________________________________________________________________________________________
111 411 458 94 710
10 31 51 16 71
10 30 14 - 2
51 64 6 - 11
1 6 10 4 14
56 33 15 18 102
- 5 17 7 20
48 51 61 18 56
5 21 9 1 2
11 90 63 1 12
- - - (12) -
76 - - - -
38 - - - -
78 22 - 5 115
9 30 12 6 38
____________________________________________________________________________________________________________________________________
504 794 716 158 1,153
____________________________________________________________________________________________________________________________________
(111) (204) (36) (9) (409)
(55) - - - -
- - - - (1)
____________________________________________________________________________________________________________________________________
338 590 680 149 743
____________________________________________________________________________________________________________________________________
(75) 221 (513) 394 1,509
____________________________________________________________________________________________________________________________________
- 1 1 - 2
(6,217) (7,544) (21,956) 57 (44,395)
(353) (53) - (138) (496)
(1,554) - - - -
389 - - - -
1,323 8,479 3,604 (165) 7,505
(7) 3 - 209 7
265 - - - -
(22) - - - -
____________________________________________________________________________________________________________________________________
(6,176) 886 (18,351) (37) (37,377)
____________________________________________________________________________________________________________________________________
$(6,251) $ 1,107 $(18,864) $ 357 $(35,868)
____________________________________________________________________________________________________________________________________
61
STATEMENTS OF CHANGES IN NET ASSETS (000)
____________________________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual
Analytic Analytic Global
Fund Fund
____________________________________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08
____________________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income (Loss) $ 205 $ 1,676 $ (75) $ (21)
Net Increase from Payment by Affiliates(3) - - - -
Net Realized Gain (Loss) from Investments (including Securities Sold Short),
Written Option Contracts, Futures Contracts, Forward Foreign
Currency Contracts and Foreign Currency Transactions (148,361) (51,916) (7,735) (5,659)
Net Change in Unrealized Appreciation (Depreciation) on Investments
(including Securities Sold Short), Forward Foreign Currency Contracts,
Foreign Currency Transactions, Futures Contracts, and Written Option Contracts 14,353 (62,341) 1,559 (409)
____________________________________________________________________________________________________________________________________________________________
Net Increase (Decrease) in Net Assets Resulting from Operations (133,803) (112,581) (6,251) (6,089)
____________________________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A - (6,464) - (107)
Class C - (4,772) - (180)
Class Z - (1,127) - (3)
Institutional Class - (332) - (13)
Net Realized Gains from Investment Transactions:
Class A - (24,205) - (567)
Class C - (14,546) - (668)
Class Z - (4,676) - (19)
Institutional Class - (1,345) - (99)
Return of Capital:
Class A - - (48) -
Class C - - - ; -
Class Z - - (3) 60;-
Institutional Class - - (13) -
____________________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions - (57,467) (64) (1,656)
____________________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 25,346 144,569 666 9,941
Shares Issued upon Reinvestment of Distributions - 22,563 13 280
Redemption Fees 4 9 - -
Shares Redeemed (155,699) (398,594) (4,465) (22,590)
____________________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (130,349) (231,453) (3,786) (12,369)
____________________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 1,925 44,940 210 4,241
Shares Issued upon Reinvestment of Distributions - 6,844 - 363
Redemption Fees - - - -
Shares Redeemed (69,385) (178,863) (5,200) (9,272)
____________________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (67,460) (127,079) (4,990) (4,668)
____________________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 4,430 13,094 8 80
Shares Issued upon Reinvestment of Distributions - 5,672 3 22
Shares Redeemed (18,041) (73,642) (286) (9)
____________________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions (13,611) (54,876) (275) 93
____________________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 1,530 5,930 - -
Shares Issued upon Reinvestment of Distributions - 1,673 13 112
Shares Redeemed (9,923) (7,755) (2,020) -
____________________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions (8,393) (152) (2,007) 112
____________________________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Derived from Capital Shares Transactions (219,813) (413,560) (11,058) (16,832)
____________________________________________________________________________________________________________________________________________________________
Total Increase (Decrease) in Net Assets (353,616) (583,608) (17,373) (24,577)
____________________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 530,945 1,114,553 22,357 46,934
____________________________________________________________________________________________________________________________________________________________
End of Period $ 177,329 $ 530,945 $ 4,984 $ 22,357
____________________________________________________________________________________________________________________________________________________________
Undistributed Net Investment Income/(Accumulated Net Investment Loss) $ (10,783) $ (7,768) $ (383) $ (29)
____________________________________________________________________________________________________________________________________________________________
* Inception date of the Fund.
(1) During the year ended July 31, 2008, the Old Mutual Copper Rock Emerging Growth Fund disbursed to a redeeming shareholder portfolio securities and cash
valued at $50,385 on the date of redemption.
The accompanying notes are an integral part of the financial statements.
62
______________________________________________________________________________________________________________________________________________________
Old Mutual
Copper Rock Old Mutual Old Mutual
Old Mutual Emerging International International
China Fund Growth Fund Bond Fund Equity Fund
______________________________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 11/19/07* to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08
______________________________________________________________________________________________________________________________________________________
$ 221 $ 7 $ (513) $ (869) $ 394 $ 560 $ 1,509 $ 1,742
1 - 1 1 - - 2 -
(7,597) 641 (21,956) (217) (81) 2,491 (44,891) (8,663)
8,482 (10,026) 3,604 (5,848) 44 659 7,512 (5,301)
______________________________________________________________________________________________________________________________________________________
1,107 (9,378) (18,864) (6,933) 357 3,710 (35,868) �� (12,222)
______________________________________________________________________________________________________________________________________________________
(182) (46) - - - - (11) (7)
(18) (78) - - - - (1) (13)
(73) (3) - - - - (11) (2)
(187) - - - (2,892) (545) (1,749) (173)
- (5,842) - (2,997) - - - (18)
- (3,380) - (75) - - - (17)
- (1,497) - (169) - - - (8)
- (4,804) - (2,078) (550) - - (661)
- - - - - - - -
- - - - - - - -
- - - - - - - -
- - - - - - - -
______________________________________________________________________________________________________________________________________________________
(460) (15,650) - (5,319) (3,442) (545) (1,772) (899)
______________________________________________________________________________________________________________________________________________________
5,929 13,134 4,526 24,752 - - 37 2,344
120 4,289 - 1,884 - - 7 17
1 - 1 3 - - - -
(8,474) (16,213) (8,247) (41,298) - - (693) (2,111)
______________________________________________________________________________________________________________________________________________________
(2,424) 1,210 (3,720) (14,659) - - (649) 250
______________________________________________________________________________________________________________________________________________________
1,796 6,819 124 820 - - 123 2,120
9 1,736 - 45 - - - 11
1 1 - - - - - -
(3,206) (8,618) (417) (163) - - (707) (644)
______________________________________________________________________________________________________________________________________________________
(1,400) (62) (293) 702 - - (584) 1,487
______________________________________________________________________________________________________________________________________________________
7,001 8,593 17,061 17,455 - - 50 736
71 1,466 - 169 - - 11 10
(1,831) (5,027) (9,614) (1,414) - - (560) (214)
______________________________________________________________________________________________________________________________________________________
5,241 5,032 7,447 16,210 - - (499) 532
______________________________________________________________________________________________________________________________________________________
13 23 20,072 33,502 977 26,348 (2) 14,337 127,568 (2)
187 4,804 - 2,077 3,442 544 1,746 814
(12) (10,650) (7,685) (66,883) (1) (11,189) (6,718) (20,580) (13,259)
______________________________________________________________________________________________________________________________________________________
188 (5,823) 12,387 (31,304) (6,770) 20,174 (4,497) 115,123
______________________________________________________________________________________________________________________________________________________
1,605 357 15,821 (29,051) (6,770) 20,174 (6,229) 117,392
______________________________________________________________________________________________________________________________________________________
2,252 (24,671) (3,043) (41,303) (9,855) 23,339 (43,869) 104,271
______________________________________________________________________________________________________________________________________________________
42,482 67,153 62,321 103,624 23,339 - 118,679 14,408
______________________________________________________________________________________________________________________________________________________
$44,734 $ 42,482 $ 59,278 $ 62,321 $ 13,484 $23,339 $ 74,810 $118,679
______________________________________________________________________________________________________________________________________________________
$ 22 $ (28) $ - $ - $ (813) $ 1,823 $ 804 $ 1,606
______________________________________________________________________________________________________________________________________________________
(2) During the year ended July 31, 2008, the Old Mutual International Bond Fund and Old Mutual International Equity Fund received from new
shareholders portfolio securities and cash valued at $22,766 and $94,796,respectively, on the date of the subscription.
(3) See Note 2.
Amounts designated as "-" are either $0 or have been rounded to $0.
63
STATEMENTS OF CASH FLOWS (000)
FOR THE YEAR ENDED JULY 31, 2009
___________________________________________________________________________________________________________________________________________
Old Mutual Old Mutual
Analytic Analytic Global
Fund Fund
___________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Operating Activities:
Interest and Dividends Received (Excludes Net Amortization/Accretion of $279 and $14, respectively) $ 11,676 $ 284
Purchases of Long-term Portfolio Investments (596,839) (26,437)
Proceeds from Sales of Long-term Portfolio Investments 833,251 39,520
Net Cash Used in Futures Contracts (6,250) (1,102)
Net Cash Used in Purchased Options Contracts (2,598) (88)
Net Cash Provided by (Used in) Written Options Contracts 7,169 (138)
Net Cash Used in Short Sales Transactions (44,232) (2,564)
Net Decrease in Short-term Investments 31,265 2,230
Net Cash Used in Foreign Currency Transactions (32,477) (360)
Interest Expense Paid (447) (38)
Operating Expenses Paid (6,400) (340)
___________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities 194,118 10,967
___________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Financing Activities:
Decrease in Shares of Beneficial Interest Sold (221,152) (10,947)
Decrease in Deposits with Brokers for Collateral 24,031 -
Cash Dividends Paid, Excluding Reinvestment of $0 and $29, respectively - (35)
Increase in Payable to Custodian 2,473 270
___________________________________________________________________________________________________________________________________________
Net Cash Used in Financing Activities (194,648) (10,712)
___________________________________________________________________________________________________________________________________________
Net Change in Cash (530) 255
Cash at Beginning of Year 530 162
___________________________________________________________________________________________________________________________________________
Cash at End of Year $ - $ 417
___________________________________________________________________________________________________________________________________________
Reconciliation of Net Decrease in Net Assets from Operations to
Net Cash Provided from Operating Activities:
Net Decrease in Net Assets Resulting from Operations $(133,803) $ (6,251)
___________________________________________________________________________________________________________________________________________
Decrease in Investments 337,416 17,654
Decrease in Written Options Contracts, at Value (11,132) (592)
Accretion of Discount on Investments (279) (14)
Decrease in Dividends and Interest Receivable 5,398 35
Increase in Payable for Securities Purchased 2,229 -
Increase (Decrease) in Variation Margin Payable (656) 187
Decrease in Receivable for Foreign Forward Currency Contracts 5,142 -
Decrease in Other Assets 116 3
Decrease in Accrued Expenses (611) (44)
Increase in Receivable for Securities Sold (9,702) (11)
___________________________________________________________________________________________________________________________________________
Total Adjustments 327,921 17,218
___________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities $ 194,118 $ 10,967
___________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
64
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)
60; Ratio of
60; Expenses
Realized & #160; to Average Net Ratio of Net
Net and Net Net Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Assets Ratio (Excluding Income
Value Investment Gains Total from Net from Return Dividends Value End of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital of and End Total of Period to Average Expense to Average Turnover
of Period (Loss)* Securities* Fees Operations Income Gains Capital Distributions of Period Return† (000) Net Assets†† Reductions)†† Net Assets†† Rate†
________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ANALYTIC FUND (1)
Class A
2009 $11.88 $0.02 $(3.22) $ - $(3.20) $ - $ - $ - $ - $ 8.68 (26.94)% $ 83,169 2.07% (5) 2.41% 0.24% 195.35%
2008 14.51 0.05 (1.80) - (1.75) (0.18) (0.70) - (0.88) 11.88 (12.60)% 285,305 1.92% (5) 2.13% 0.40% 171.50%
2007 13.21 0.08 1.24 - 1.32 (0.02) - - (0.02) 14.51 9.99% 607,810 1.54% (5) 1.96% 0.55% 183.98%
2006 (4) 12.84 0.05 0.32# - 0.37 - - - - 13.21 2.88%# 295,095 1.51% (5) 2.18% 0.57% 59.61%
2005 (2) 12.30 0.05 1.09 - 1.14 (0.27) (0.33) - (0.60) 12.84 9.27% 129,960 1.98% (5) 2.06% 0.64% 81.00%
Class C
2009 $11.59 $(0.05) $(3.14) $ - $(3.19) $ - $ - $ - $ - $ 8.40 (27.52)% $ 51,879 2.82% (5) 2.97% (0.52)% 195.35%
2008 14.32 (0.04) (1.77) - (1.81) (0.22) (0.70) - (0.92) 11.59 (13.23)% 158,508 2.65% (5) 2.85% (0.34)% 171.50%
2007 13.11 (0.03) 1.24 - 1.21 - - - - 14.32 9.24% 340,569 2.29% (5) 2.67% (0.19)% 183.98%
2006 (4) 12.81 (0.01) 0.31# - 0.30 - - - - 13.11 2.34%# 202,766 2.26% (5) 2.86% (0.17)% 59.61%
2005 (2) 12.30 (0.01) 1.09 - 1.08 (0.24) (0.33) - (0.57) 12.81 8.78% 86,752 2.61% (5) 2.68% (0.09)% 81.00%
Class Z (3)
2009 $11.94 $0.04 $(3.23) $ - $(3.19) $ - $ - $ - $ - $ 8.75 (26.72)% $ 29,734 1.81% (5) 1.97% 0.45% 195.35%
2008 14.54 0.09 (1.82) - (1.73) (0.17) (0.70) - (0.87) 11.94 (12.46)% 58,107 1.64% (5) 1.86% 0.68% 171.50%
2007 13.21 0.12 1.24 - 1.36 (0.03) - - (0.03) 14.54 10.33% 130,928 1.29% (5) 1.66% 0.84% 183.98%
2006 (4) 12.82 0.06 0.33# - 0.39 - - - - 13.21 3.04%# 140,795 1.26% (5) 1.82% 0.72% 59.61%
2005 11.66 0.10 1.69 - 1.79 (0.30) (0.33) - (0.63) 12.82 15.36% 227,265 1.36% (5) 1.44% 0.78% 81.00%
2004 11.10 0.09 0.99 - 1.08 (0.19) (0.33) - (0.52) 11.66 9.87% 57,171 1.17% (5) 1.70% 0.75% 152.00%
Institutional Class
2009 $11.96 $0.05 $(3.25) $ - $(3.20) $ - $ - $ - $ - $ 8.76 (26.76)% $ 12,547 1.77% (5) 1.87% 0.55% 195.35%
2008 14.54 0.09 (1.81) - (1.72) (0.16) (0.70) - (0.86) 11.96 (12.33)% 29,025 1.63% (5) 1.89% 0.70% 171.50%
2007 13.21 0.12 1.24 - 1.36 (0.03) - - (0.03) 14.54 10.34% 35,246 1.24% (5) 1.60% 0.82% 183.98%
2006 (4) 12.82 0.08 0.31# - 0.39 - - - - 13.21 3.04%# 6,833 1.21% (5) 2.11% 0.97% 59.61%
2005*** 13.45 0.01 (0.10) - (0.09) (0.21) (0.33) - (0.54) 12.82 (0.63)% 2 1.27% (5) 2.12% 1.55% 81.00%
________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ANALYTIC GLOBAL FUND^^
Class A
2009 $ 9.22 $(0.03) $(2.96) $ - $(2.99) - $ - $(0.08) $(0.08) $ 6.15 (32.49)% $ 2,174 3.13%††† 4.73% (0.41)% 241.48%
2008 11.36 0.01 (1.68) - (1.67) (0.07) (0.40) - (0.47) 9.22 (15.12)% 8,606 2.41%††† 2.96% 0.07% 2 68.22%
2007 10.05 0.08 1.25 - 1.33 (0.02) - - (0.02) 11.36 13.27% 24,417 2.55%††† 3.19% 60;0.68% 173.28%
2006 10.00 (0.02) 0.07 - 0.05 - - - - 10.05 0.50% 257 2.80%††† 12.44%&# 160; (1.19)% 19.97%
Class C
2009 $ 9.04 $(0.08) $(2.90) $ - $(2.98) $ - $ - $ - $ - $ 6.06 (32.96)% $ 2,601 3.92%††† 5.44% (1.16)% 241.48%
2008 11.26 (0.05) (1.67) - (1.72) (0.10) (0.40) - (0.50) 9.04 (15.76)% 10,799 3.19%††† 3.74% (0.54)% 268.22%
2007 10.03 (0.02) 1.25 - 1.23 - - - - 11.26 12.30% 19,136 3.30%††† 4.07% ; (0.16)% 173.28%
2006 10.00 (0.03) 0.06 - 0.03 - - - - 10.03 0.30% 111 3.55%††† 24.73%&# 160; (1.87)% 19.97%
Class Z
2009 $ 9.28 $(0.01) $(2.99) $ - $(3.00) - $ - $(0.13) $(0.13) $ 6.15 (32.31)% $ 130 2.92%††† 10.17% (0.17)% 241.48%
2008 11.38 0.18 (1.82) - (1.64) (0.06) (0.40) - (0.46) 9.28 (14.83)% 515 2.22%††† 6.98% 1.75% 60; 268.22%
2007 10.04 0.15 1.21 - 1.36 (0.02) - - (0.02) 11.38 13.52% 526 2.30%††† 17.92% ; 1.28% 173.28%
2006 10.00 - 0.04 - 0.04 - - - - 10.04 0.40% 1 2.55%††† 60; 612.91% (0.27)% 19.97%
Institutional Class
2009 $ 9.33 $ 0.02 $(3.03) $ - $(3.01) - $ - $(1.04) $(1.04) $ 5.28 (32.27)% $ 79 1.91%††† 4.80% 0.35% 241.48%
2008 11.40 0.18 (1.80) - (1.62) (0.05) (0.40) - (0.45) 9.33 (14.64)% 2,437 1.91%††† 3.18% 1.78% 2 68.22%
2007 10.05 0.11 1.27 - 1.38 (0.03) - - (0.03) 11.40 13.79% 2,855 2.00%††† 3.71% 0; 0.96% 173.28%
2006 10.00 - 0.05 - 0.05 - - - - 10.05 0.50% 2,510 2.26%††† ; 6.77% (0.01)% 19.97%
________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
65
FINANCIAL HIGHLIGHTS - continued
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)
60; Ratio of
60; Expenses
Realized & #160; to Average Net Ratio of Net
Net and Net Net 60; Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Assets Ratio (Excluding Income
Value Investment Gains Total from Net from Dividends Value End of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Period to Average Expense to Average Turnover
�� of Period (Loss)* Securities* Fees Operations Income Gains Distributions of Period Return† (000) Net Assets†† Reductions)†† Net Assets†† Rate†
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL CHINA FUND^
Class A
2009 $15.81 $ 0.09 $ 0.62# $ - $ 0.71 $(0.20) $ - $(0.20) $16.32 5.00%# $15,069 1.95% 2.62% 0.70% 119.96%
2008 22.46 (0.01) (1.73) - (1.74) (0.03) (4.88) (4.91) 15.81 (13.91)% 17,927 2.02% 2.34% (0.06)% 178.32%
2007 13.23 0.06 9.59 - 9.65 (0.05) (0.37) (0.42) 22.46 73.81% 25,976 2.10% 2.42% 0.31% 193.08%
2006 10.00 0.01 3.22 - 3.23 - - - 13.23 32.30% 2,532 2.10% 6.65% 0.12% 50.80%
Class C
2009 $15.48 $(0.01) $ 0.65# $ - $ 0.64 $(0.04) $ - $(0.04) $16.08 4.21%# $8,267 2.70% 3.43% (0.05)% 119.96%
2008 22.26 (0.17) (1.64) - (1.81) (0.09) (4.88) (4.97) 15.48 (14.49)% 9,991 2.77% 3.15% (0.85)% 178.32%
2007 13.18 (0.06) 9.52 0.01 9.47 (0.02) (0.37) (0.39) 22.26 72.67% 15,497 2.85% 3.33% (0.33)% 193.08%
2006 10.00 (0.06) 3.24 - 3.18 - - - 13.18 31.80% 793 2.85% 11.53% (0.76 )% 50.80%
Class Z
2009 $15.96 $ 0.14 $ 0.57# $ - $ 0.71 $(0.25) $ - $(0.25) $16.42 5.13%# $11,654 1.70% 2.46% 1.10% 119.96%
2008 22.55 0.04 (1.74) - (1.70) (0.01) (4.88) (4.89) 15.96 (13.64)% 5,333 1.76% 2.55% 0.21% 178.32%
2007 13.25 0.02 9.71 - 9.73 (0.06) (0.37) (0.43) 22.55 74.36% 3,377 1.85% 5.59% 0.12% 193.08%
2006 10.00 (0.03) 3.28 - 3.25 - - - 13.25 32.50% 24 1.85% 259.40% (0.46 )% 50.80%
Institutional Class
2009 $16.10 $ 0.15 $ 0.60# $ - $ 0.75 $(0.33) $ - $(0.33) $16.52 5.51%# $ 9,744 1.40% 1.97% 1.20% 119.96%
2008 22.65 0.13 (1.80) - (1.67) - (4.88) (4.88) 16.10 (13.41)% 9,231 1.47% 1.76% 0.62% 178.32%
2007 13.27 0.19 9.63 - 9.82 (0.07) (0.37) (0.44) 22.65 74.91% 22,303 1.55% 1.75% 1.06% 193.08%
2006 10.00 0.08 3.19 - 3.27 - - - 13.27 32.70% 12,622 1.55% 2.58% ;1.07% 50.80%
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND^^^
Class A
2009 $10.10 $(0.10) $ (2.29)# $ - $(2.39) $ - $ - $ - $ 7.71 (23.66)%# $ 3,480 1.67% 1.90% (1.35)% 283.83%
2008 12.90 (0.16) (1.71) - (1.87) - (0.93) (0.93) 10.10 (16.08)% 11,213 1.67% 1.88% (1.33)% 260.79%
2007 10.52 (0.16) 2.54 - 2.38 - - - 12.90 22.62% 35,890 1.55% 1.85% (1.32)% &# 160; 169.81%
2006 10.00 (0.13) 0.65 - 0.52 - - - 10.52 5.20% 20,814 1.55% 2.97% (1.15)% 60; 282.22%
2005 10.00 - - - - - - - 10.00 0.00% 2,500 ‡‡ ‡‡ ‡‡ ‡‡
Class C
2009 $ 9.86 $(0.15) $ (2.24)# $ - $(2.39) $ - $ - $ - $ 7.47 (24.24)%# $ 367 2.42% 5.24% (2.10)% 283.83%
2008 12.70 (0.24) (1.67) - (1.91) - (0.93) (0.93) 9.86 (16.67)% 947 2.42% 5.22% (2.09)% 260.79%
2007 10.43 (0.24) 2.51 - 2.27 - - - 12.70 21.76% 511 2.30% 7.42% (2.06)% 169.81%
2006 10.00 (0.21) 0.64 - 0.43 - - - 10.43 4.30% 384 2.30% 15.96% (1.89)% 282.22%
2005 10.00 - - - - - - - 10.00 0.00% - ‡‡ 0; ‡‡ ‡‡ ‡‡
Class Z***
2009 $10.18 $(0.08) $ (2.31)# $ - $(2.39) $ - $ - $ - $ 7.79 (23.48)%# $19,771 1.42% 1.57% (1.09)% 283.83%
2008 12.97 (0.13) (1.73) - (1.86) - (0.93) (0.93) 10.18 (15.90)% 15,510 1.42% 1.65% (1.11)% 260.79%
2007 10.55 (0.15) 2.57 - 2.42 - - - 12.97 22.94% 557 1.30% 12.38% (1.12 )% 169.81%
2006 10.46 (0.07) 0.16 - 0.09 - - - 10.55 0.86% 1 1.30% 787.59% & #160;(0.93)% 282.22%
Institutional Class
2009 $10.24 $(0.07) $ (2.31)# $ - $(2.38) $ - $ - $ - $ 7.86 (23.24)%# $35,660 1.22% 1.18% (0.89)% 283.83%
2008 13.01 (0.11) (1.73) - (1.84) - (0.93) (0.93) 10.24 (15.69)% 34,651 1.17% 1.35% (0.85)% 260.79%
2007 10.56 (0.10) 2.55 - 2.45 - - - 13.01 23.20% 66,666 1.10% 1.21% (0.86)% &# 160; 169.81%
2006 10.00 (0.08) 0.64 - 0.56 - - - 10.56 5.60% 49,751 1.10% 1.71% (0.70)% 60; 282.22%
2005 10.00 - - - - - - - 10.00 0.00% - ‡‡ 0; ‡‡ ‡‡ ‡‡
________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
66
60; Ratio of
60; Expenses
Realized & #160; to Average Net Ratio of Net
Net and �� Net Net 60; Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Assets Ratio (Excluding Income
Value Investment Gains Total from Net from Dividends Value End of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Period to Average Expense to Average Turnover
of Period (Loss)* Securities* Fees Operations Income Gains Distributions of Period Return† (000) Net Assets†† Reductions)†† Net Assets†† Rate†
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL INTERNATIONAL BOND FUND (6)
Institutional Class
2009 $10.38 $0.23 $ 0.29 $- $ 0.52 $(1.94) $(0.34) $(2.28) $ 8.62 5.49% $ 13,484 0.95% 1.01% 2.53% 58.55%
2008 10.00 0.22 0.37 - 0.59 (0.21) - (0.21) 10.38 5.89% 23,339 0.95% 1.11% 3.01% 60;234.18%
________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL INTERNATIONAL EQUITY FUND^
Class A
2009 $11.12 $0.12 $(3.46)# $- $(3.34) $(0.11) $ - $(0.11) $ 7.67 (29.95)%# $ 617 1.52% 3.43% 1.62% 151.84%
2008 13.51 0.17 (2.45) - (2.28) (0.03) (0.08) (0.11) 11.12 (17.04)% 1,875 1.60% 2.76% 1.34% 180.69%
2007 10.95 0.14 2.87 - 3.01 (0.10) (0.35) (0.45) 13.51 28.02% 2,170 1.70% 4.33% 1.05% 94.78%
2006 10.00 0.18 0.77 - 0.95 - - - 10.95 9.50% 251 1.70% 30.10% &# 160; 2.94% 48.74%
Class C
2009 $10.89 $0.06 $(3.37)# $- $(3.31) $ - $ - $ - $ 7.58 (30.35)%# $ 921 2.27% 3.63% 0.85% 151.84%
2008 13.36 0.08 (2.42) - (2.34) (0.05) (0.08) (0.13) 10.89 (17.72)% 2,238 2.34% 3.55% 0.63% 180.69%
2007 10.91 0.04 2.86 - 2.90 (0.10) (0.35) (0.45) 13.36 27.03% 1,402 2.45% 6.77% 0.29% 94.78%
2006 10.00 0.12 0.79 - 0.91 - - - 10.91 9.10% 170 2.45% 39.12% &# 160; 1.88% 48.74%
Class Z
2009 $11.20 $0.14 $(3.49)# $- $(3.35) $(0.15) $ - $(0.15) $ 7.70 (29.70)%# $ 513 1.27% 3.85% 1.94% 151.84%
2008 13.57 0.22 (2.49) - (2.27) (0.02) (0.08) (0.10) 11.20 (16.88)% 1,269 1.34% 3.44% 1.74% 180.69%
2007 10.97 0.19 2.85 - 3.04 (0.09) (0.35) (0.44) 13.57 28.23% 1,002 1.45% 13.96% 1.37% 94.78%
2006 10.00 0.10 0.87 - 0.97 - - - 10.97 9.70% 1 1.45% 1,776.73% & #160; 1.59% 48.74%
Institutional Class
2009 $11.27 $0.16 $(3.52)# $- $(3.36) $(0.18) $ - $(0.18) $ 7.73 (29.58)%# $ 72,759 1.02% 1.55% 2.15% 151.84%
2008 13.61 0.25 (2.49) - (2.24) (0.02) (0.08) (0.10) 11.27 (16.61)% 113,297 1.06% 1.32% 1.96% 180.69%
2007 10.98 0.17 2.92 - 3.09 (0.11) (0.35) (0.46) 13.61 28.65% 9,834 1.20% 1.75% 1.33% 94.78%
2006 10.00 0.12 0.86 - 0.98 - - - 10.98 9.80% 5,490 1.20% 2.96% & #160; 1.85% 48.74%
________________________________________________________________________________________________________________________________________________________________________________________________________________
67
FINANCIAL HIGHLIGHTS - concluded
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR OR PERIOD ENDED JULY 31, (UNLESS OTHERWISE NOTED)
* Per share amounts for the year or period are calculated based on average outstanding shares.
*** Class commenced operations on December 9, 2005.
# Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.
† Total returns and portfolio turnover rates are for the period indicated and have not been annualized. Total return would have
been lower had certain expenses not been waived by the Adviser during the year or period. Returns shown do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Returns shown exclude
any applicable sales charges.
†† Ratios for periods less than one year have been annualized.
††† For Old Mutual Analytic Global Fund, the ratio of expenses to average net assets includes dividend expense on securities sold
short. Following is the impact of these expenses as a ratio to average net assets:
A C Z Institutional
______________________________________________________________
2009 0.78% 0.81% 0.80% 0.39%
2008 0.39% 0.42% 0.47% 0.45%
2007 0.46% 0.46% 0.46% 0.46%
2006 0.79% 0.79% 0.79% 0.79%
______________________________________________________________
‡‡ This shareholder data is not being disclosed because the data is not believed to be meaningful due to the short operational
history.
^ Fund commenced operations December 30, 2005.
^^ Fund commenced operations May 31, 2006.
^^^ Fund commenced operations July 29, 2005.
(1) On December 9, 2005, the Old Mutual Analytic Fund (the "Fund") acquired substantially all of the assets and liabilities of the
Analytic Defensive Equity Fund (the "Predecessor Fund"), a series of The Advisors' Inner Circle Fund. The operations of the
Fund prior to the acquisition were those of the Predecessor Fund.
(2) Commenced operations March 31, 2005.
(3) The Fund's Class Z is the successor class of the Predecessor Fund's Institutional Class; the Fund's Institutional Class is new.
(4) The Old Mutual Analytic Fund changed its fiscal year end from December 31 to July 31. 2006 amounts are for the period 1/1/06 to
7/31/06.
(5) For Old Mutual Analytic Fund, the ratio of expenses to average net assets includes dividend expense on securities sold short.
Following is the impact of these expenses as a ratio to average net assets:
A C Z Institutional
______________________________________________________________
2009 0.36% 0.36% 0.35% 0.36%
2008 0.39% 0.39% 0.39% 0.42%
2007 0.28% 0.28% 0.28% 0.27%
2006 0.34% 0.34% 0.27% 0.39%
2005 0.41% 0.35% 0.24% n/a
2004 n/a n/a 0.18% n/a
______________________________________________________________
(6) Fund commenced operations on November 19, 2007.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
68
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2009
1. ORGANIZATION
____________________________________________________________________________________________________________________________________
Old Mutual Funds I (the "Trust"), organized as a Delaware statutory trust on May 27, 2004, is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Trust currently offers ten
series portfolios, of which the following are covered by this Annual Report - the Old Mutual Analytic Fund, the Old Mutual Analytic
Global Fund, the Old Mutual China Fund (formerly the Old Mutual Clay Finlay China Fund), the Old Mutual International Equity Fund,
the Old Mutual International Bond Fund, and the Old Mutual Copper Rock Emerging Growth Fund (each, a "Fund" and collectively, the
"Funds"). The Trust's series portfolios whose financial statements are presented separately are the Old Mutual Asset Allocation
Conservative Portfolio, the Old Mutual Asset Allocation Balanced Portfolio, the Old Mutual Asset Allocation Moderate Growth
Portfolio and the Old Mutual Asset Allocation Growth Portfolio. The Old Mutual Analytic Fund commenced operations on July 1, 1978,
the Old Mutual China Fund and Old Mutual International Equity Fund commenced operations on December 30, 2005, the Old Mutual Copper
Rock Emerging Growth Fund commenced operations on July 29, 2005, the Old Mutual Analytic Global Fund commenced operations on May 31,
2006 and the Old Mutual International Bond Fund commenced operations on November 19, 2007.
Shareholders may purchase shares of the Funds (except Old Mutual International Bond Fund) through four separate classes, Class A,
Class C, Class Z and Institutional Class shares. Shareholders may only purchase Institutional Class shares of Old Mutual
International Bond Fund. All classes have equal rights as to earnings, assets and voting privileges, except that each class may have
different distribution costs, dividends, registration costs and shareholder services costs and each class has exclusive voting
rights with respect to its distribution plan. Except for these differences, each share class of each Fund represents an equal
proportionate interest in that Fund. Each Fund, except for the Old Mutual China Fund and Old Mutual International Bond Fund, is
classified as a diversified management investment company. The Funds' prospectuses provide a description of each Fund's investment
objective, policies and investment strategies.
On July 14, 2009, the Trust's Board of Trustees (the "Board") approved an Agreement and Plan of Reorganization (the
"Reorganization") pursuant to which the Old Mutual China Fund will be reorganized into the Clough China Fund, a series of Financial
Investors Trust. The Old Mutual China Fund anticipates that it will complete the Reorganization on or around December 11, 2009,
subject to shareholder approval.
On July 28, 2009, the Board approved a plan to liquidate and terminate Class C shares of the Old Mutual Copper Rock Emerging Growth
Fund and Old Mutual International Equity Fund effective on or around the close of business October 23, 2009. The Board also approved
a Plan of Liquidation and Dissolution (the "Liquidation") pursuant to which the assets of the Old Mutual Analytic Global Fund will
be liquidated and the proceeds remaining after payment of liabilities and obligations of the fund will be distributed to
shareholders. The Old Mutual Analytic Global Fund anticipates that it will complete the Liquidation on or around November 9, 2009,
subject to shareholder approval.
As of July 31, 2009, two shareholders individually owned greater than five percent of the Old Mutual China Fund's outstanding
shares, representing, in aggregate, approximately twenty-one percent of the total Fund.
In the normal course of business, the Funds may enter into various agreements that provide for general indemnifications. Each Fund's
maximum exposure under these arrangements is unknown as any potential exposure involves future claims that may be made against each
Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
____________________________________________________________________________________________________________________________________
The following is a summary of the significant accounting policies followed by the Funds.
Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.
Security Valuation - Investment securities of a Fund, including securities sold short, that are listed on a securities exchange,
market or automated quotation system and for which market quotations are readily available, including securities traded
over-the-counter ("OTC") (except for securities traded on NASDAQ), are valued at the last quoted sales price on the principal market
on which they are traded at the close of trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m., Eastern Time) each day
that the NYSE is open (the "Valuation Time"), or, if there is no such reported sale at the Valuation Time, at the most recent quoted
bid price reported by the exchange or the OTC market. For securities traded on NASDAQ, the NASDAQ Official Closing Price provided by
NASDAQ each business day will be used. If such prices are not available, these securities and unlisted securities for which market
quotations are not readily available are valued in accordance with Fair Value Procedures established by the Board. The Funds use
pricing services to report the market value of securities in the portfolios; if the pricing service is not able to provide a price,
or the pricing service quote of valuation is inaccurate or does not reflect the market value of the security, prices may be obtained
through market quotations from independent broker/dealers. If market quotations from these sources are not readily available,
securities are valued in accordance with Fair Value Procedures established by the Board. The Trust's Fair Value Procedures are
implemented through a Valuation Committee (the "Committee") designated by the Board. Some of the more common reasons that may
necessitate that a security be valued using Fair Value Procedures include: the security's trading has been halted
69
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
or suspended; the security has been de-listed from a national exchange; the security's primary trading market is temporarily closed
at a time when, under normal conditions, it would be open; or the security's primary pricing source is not able or willing to
provide a price. When a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value
after taking into consideration relevant information reasonably available to the Committee. The valuation is assigned to Fair Valued
Securities for purposes of calculating a Fund's net asset value ("NAV"). Debt securities (other than short-term obligations),
including listed issues, are valued on the basis of valuations furnished by a pricing service which utilizes electronic data
processing techniques to determine valuations for normal institutional size trading units of debt securities, without exclusive
reliance upon exchange or over-the-counter prices. Short-term obligations with maturities of 60 days or less may be valued at
amortized cost, which approximates market value. Under this valuation method, acquisition discounts and premiums are accreted and
amortized ratably to maturity and are included in interest income.
Foreign securities traded on the foreign exchanges in the Western Hemisphere are valued based upon quotations from the principal
market in which they are traded before the valuation time and are translated from the local currency into U.S. dollars using current
exchange rates. In addition, if quotations are not readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets may be valued in accordance with the Fair Value Procedures established by
the Board.
Foreign securities traded in countries outside the Western Hemisphere are fair valued daily by utilizing the quotations of an
independent pricing service, unless the Fund's investment adviser, Old Mutual Capital, Inc. (the "Adviser"), determines that use of
another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local
prices using factors such as subsequent movement and changes in the prices of indexes, securities and exchange rates in other
markets in determining fair value as of the time the Funds calculate the NAVs. The fair value of the foreign security is translated
from the local currency into U.S. dollars using current exchange rates.
The Funds are subject to the provisions of Statement of Financial Account Standards No. 157 Fair Value Measurements, ("SFAS 157").
SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily
available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable. Foreign securities fair valued
by utilizing quotations of an independent pricing service are categorized as Level 2 securities. The inputs used for valuing
securities are not necessarily an indication of the risks associated with investing in those securities. Changes in valuation
techniques may result in transfers in or out of an investment's assigned level within the hierarchy during the reporting period. The
aggregate value by input level, as of July 31, 2009, for each Fund's investments is included in the Schedule of Investments.
Valuation of Options and Futures - Options are valued at the last quoted sales price. If there is no such reported sale on the
valuation date, long option positions are valued at the most recent bid price, and short option positions are valued at the most
recent ask price. Futures contracts are valued at the settlement price established each day by the board of exchange on which they
are traded. The daily settlement prices for financial futures are provided by an independent source.
Security Transactions and Investment Income - Security transactions are accounted for on the date the securities are purchased or
sold (trade date). Dividend income, dividend expense on securities sold short and distributions to shareholders are recognized on
the ex-dividend date; interest income and expense is recognized on the accrual basis and includes amortization of premiums and
accretion of discounts on investments. Non-cash dividends included in dividend income, if any, are recorded at the fair market value
of the securities received. Costs used in determining realized capital gains and losses on the sale of investment securities are
those of the specific securities sold adjusted for the accretion and amortization of acquisition discounts and premiums during the
respective holding periods, if applicable.
Dividends and Distributions - Dividends from net investment income for the Funds are declared and paid at least annually, if
available, with the exception of the Old Mutual International Bond Fund. Dividends from net investment income for the Old Mutual
International Bond Fund are declared daily and paid monthly. Distributions of net realized capital gains, for each Fund, are
generally made to shareholders at least annually, if available.
Foreign Withholding Taxes - The Funds may be subject to taxes imposed by countries in which they invest with respect to their
investments in issuers existing or operating in such countries. Such taxes are generally based on income earned. The Funds accrue
such taxes when the related income is earned.
Forward Foreign Currency Contracts - The Funds are subject to foreign currency exchange risk in the normal course of pursuing their
objectives. The Funds may enter into forward foreign currency contracts to take advantage of changes in currency values, to enhance
investment returns or to hedge against foreign currency fluctuations. All commitments are "marked-to-market" daily at the applicable
foreign exchange rate, and any resulting unrealized gains or losses are recorded accordingly. The Funds realize gains and losses at
the time the forward contracts are settled. Unrealized gains or losses on outstanding positions in forward foreign currency
contracts held at the close of the period are recognized as ordinary income or loss for Federal income tax purposes. The Funds could
be exposed to risk if the counterparties to the contracts are unable to meet the terms of the contract and from unanticipated
movements in the value of a foreign currency relative to the U.S. dollar or other foreign currencies in which it has invested.
Finally, the risk exists that losses could exceed amounts disclosed on the Statements of Assets and Liabilities.
Investments in Real Estate Investment Trusts ("REIT") - Dividend income is recorded based on the income included in distributions
received from the REIT investments using published REIT reclassifications, including some management estimates when actual amounts
are not available. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments
or reclassified to capital gains. The actual amounts of income, return of capital and capital gains are only determined by each REIT
after its fiscal year-end, and may differ from the estimated amounts. The Funds held no REIT Investments during the year ended July
31, 2009.
70
TBA Purchase Commitments - The Funds may enter into "TBA" (to be announced) purchase commitments to purchase securities for a fixed
price at a future date, typically not exceeding 45 days. TBA purchase commitments may be considered securities in themselves, and
involve a risk of loss if the value of the security to be purchased declines prior to settlement date. This risk is in addition to
the risk of decline in the value of each Fund's other assets. Unsettled TBA purchase commitments are valued at the current market
value of the underlying securities, according to the procedures described under "Security Valuation" above. The Funds did not enter
into any TBA Purchase Commitments during the year ended July 31, 2009.
Mortgage Dollar Rolls - The Funds may enter into mortgage dollar rolls (principally using TBAs) in which each Fund sells mortgage
securities for delivery in the current month and simultaneously contracts to repurchase substantially similar securities at an
agreed-upon price on a fixed date. Each Fund accounts for such dollar rolls under the purchases and sales method and receives
compensation as consideration for entering into the commitment to repurchase. Each Fund must maintain liquid securities having a
value not less than the repurchase price (including accrued interest) for such dollar rolls. The market value of the securities that
each Fund is required to purchase may decline below the agreed upon repurchase price of those securities.
The counterparty receives all principal and interest payments, including prepayments, made in respect of a security subject to such
a contract while it is the holder. Mortgage dollar rolls may be renewed with a new purchase and repurchase price and a cash
settlement made on settlement date without physical delivery of the securities subject to the contract. The Funds did not enter into
any Mortgage Dollar Rolls during the year ended July 31, 2009.
Foreign Currency Conversion - The books and records of the Funds are maintained in U.S. dollars. Foreign currency amounts are
converted into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities at the current rate of exchange; and
(ii) purchases and sales of investment securities, income and expenses at the relevant rates of exchange prevailing on the
respective dates of such transactions.
The Funds do not isolate that portion of gains and losses on investment securities that is due to changes in the foreign exchange
rates from that which is due to changes in market prices of such securities. The Funds report gains and losses on foreign currency
related transactions as components of realized gains and losses for financial reporting purposes, whereas such components are
treated as ordinary income or loss for Federal income tax purposes.
Futures Contracts - The Funds are subject to equity price risk, interest rate risk and foreign currency exchange risk in the normal
course of pursuing their objectives. The Funds may utilize futures contracts to enhance investment returns, as an efficient way to
gain broad market exposure with reduced transaction costs and to hedge against changes in the value of equity securities, overall
equity market volatility, interest rates or foreign currencies. Upon entering into a futures contract, the Funds will deposit
securities for the initial margin with its custodian in a segregated account. Subsequent payments, which are dependent on the daily
fluctuations in the value of the underlying instrument, are made or received by the Funds each day (daily variation margin) and are
recorded as unrealized gains or losses until the contracts are closed. When the contract is closed, the Funds record a realized gain
or loss equal to the difference between the proceeds from (or cost of) the closing transactions and the Fund's basis in the
contract. Risks of entering into futures contracts include the possibility that a change in the value of the contract may not
correlate with the changes in the value of the underlying instruments. Second, it is possible that a lack of liquidity for futures
contracts could exist in the secondary market, resulting in an inability to close a futures position prior to its maturity date.
Third, the purchase of a futures contract involves the risk that the Funds could lose more than the original margin deposit required
to initiate the futures transaction. Finally, the risk exists that losses could exceed amounts disclosed on the Statements of Assets
and Liabilities. There is minimal counterparty credit risk involved in entering into futures contracts since they are
exchange-traded instruments and the exchange's clearinghouse, as counterparty to all exchange-traded futures, guarantees the futures
against default.
Options - The Funds may write or purchase financial options contracts primarily to hedge against changes in the value of equity
securities (or securities that the Funds intend to purchase), against fluctuations in fair value caused by changes in prevailing
market interest rates or foreign currency exchange rates and against changes in overall equity market volatility. In addition, the
Funds may utilize options in an attempt to generate gains from option premiums or to reduce overall portfolio risk. The Funds'
option strategy primarily focuses on the use of writing call options on equity indexes. When the Funds write or purchase an option,
an amount equal to the premium received or paid by the Funds is recorded as a liability or an asset and is subsequently adjusted to
the current market value of the option written or purchased. Premiums received or paid from writing or purchasing options which
expire unexercised are treated by the Funds on the expiration date as realized gains or losses. The difference between the premium
and the amount paid or received on effecting a closing purchase or sale transaction, including brokerage commissions, is also
treated as a realized gain or loss. If an option is exercised, the premium paid or received is added to the cost of the purchase or
proceeds from the sale in determining whether the Funds have realized a gain or a loss on investment transactions. The Funds, as
writers of an option, may have no control over whether the underlying securities may be sold (call) or purchased (put) and as a
result bear the market risk of an unfavorable change in the price of the security underlying the written option. The Funds, as
purchaser of an option, bears the risk that the counterparties to the option may not have the ability to meet the terms of the
option contracts. There is minimal counterparty credit risk involved in entering into option contracts since they are
exchange-traded instruments and the exchange's clearinghouse, as counterparty to all exchange-traded options, guarantees the options
against default.
Collateralized Mortgage Obligations (CMOs) - CMOs are hybrids between mortgage-backed bonds and mortgage pass-through securities.
Similar to a bond, CMOs usually pay interest monthly and have a more focused range of principal payment dates than pass-through
securities. While CMOs may be collateralized by whole mortgage loans, CMOs are more typically collateralized by mortgage-backed
securities guaranteed by Government National Mortgage Association, Federal Home Loan Mortgage Corporation or Federal National
Mortgage Association and their income streams.
71
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
A Real Estate Mortgage Investment Conduit (REMIC) is a CMO that qualifies for special tax treatment under the Internal Revenue Code
of 1986, as amended, and invests in certain mortgages primarily secured by interests in real property and other permitted
investments.
CMOs are structured into multiple classes, each bearing a different stated maturity. Each class of CMO or REMIC certificate, often
referred to as a "tranche," is issued at a specific interest rate and must be fully retired by its final distribution date.
Generally, all classes of CMOs or REMIC certificates pay or accrue interest monthly. Investing in the lowest tranche of CMOs and
REMIC certificates involves risks similar to those associated with investing in equity securities. CMOs are often highly sensitive
to changes in interest rates and any resulting change in the rate at which homeowners sell their properties, refinance, or otherwise
pre-pay their loans. Investors in these securities may not only be subject to this prepayment risk, but also may be exposed to
significant market and liquidity risks. Investors in privately backed CMOs may be exposed to significant credit risk resulting from
delinquencies or defaults in the loans backing the mortgage pool. The Funds held no CMOs during the year ended July 31, 2009.
Short Sales - As is consistent with the Old Mutual Analytic Fund's and Old Mutual Analytic Global Fund's investment objectives, the
Old Mutual Analytic Fund and the Old Mutual Analytic Global Fund may engage in short sales that are "uncovered." Uncovered short
sales are transactions under which a Fund sells a security it does not own. To complete such a transaction, a Fund must borrow the
security to make delivery to the buyer. The Fund then is obligated to replace the security borrowed by purchasing the security at
the market price at the time of the replacement. The price at such time may be more or less than the price at which the security was
sold by the Fund. Until the security is replaced, the Fund is required to pay the lender amounts equal to any dividends or interest
that accrue during the period of the loan, which is recorded as an expense on the Statement of Operations. To borrow the security,
the Fund also may be required to pay a premium, which would decrease proceeds of the security sold. The proceeds of the short sale
will be retained by the broker, to the extent necessary to meet margin requirements, until the short position is closed out. A gain,
limited to the price at which the Fund sells the security short, or a loss, unlimited in size, will be recognized upon the close of
a short sale.
Until a Fund closes its short position or replaces the borrowed security, it will: (a) maintain a segregated account containing cash
or liquid securities at such a level that the amount deposited in the segregated account plus the amount deposited with the broker
as margin will equal the current value of the security sold short, or (b) otherwise cover the Fund's short positions. The segregated
assets are marked to market daily.
Payments by Affiliates - During the year ended July 31, 2008, the Old Mutual Copper Rock Emerging Growth was reimbursed $1 (000) by
the sub-adviser for trading errors. During the year ended July 31, 2009, the Old Mutual China Fund was reimbursed $1 (000) by Clay
Finlay LLC (the Fund's former sub-adviser) for a trading error. Old Mutual Copper Rock Emerging Growth Fund and Old Mutual
International Equity Fund was reimbursed $1 (000) and $2 (000) respectively, by the sub-adviser for trading errors.
Other - Expenses that are directly related to one of the Funds are charged directly to that Fund. Other operating expenses are
prorated to the Funds on the basis of relative net assets. Class specific expenses, such as distribution and service fees, are borne
by that class. Income, other expenses and realized and unrealized gains and losses of a Fund are allocated to the respective class
on the basis of the relative net assets each day.
The Funds have an arrangement with the transfer agent, DST Systems, Inc., whereby interest earned on uninvested cash balances is
used to offset a portion of the transfer agent expense. The transfer agent fees shown in the Statements of Operations are in total
and do not reflect the expense reductions, if any, which are shown separately.
The Funds impose a 2% redemption/exchange fee on total redemption proceeds (after applicable deferred sales charges) of any
shareholder redeeming shares (including redemptions by exchange) of the Funds within 10 calendar days of their purchase. The Funds
charge the redemption/exchange fee to discourage market timing by those shareholders initiating redemptions or exchanges to take
advantage of short-term market movements. The redemption fee will be imposed to the extent that the number of Fund shares redeemed
exceeds the number of Fund shares that have been held for more than 10 calendar days. In determining how long shares of the Fund
have been held, shares held by the investor for the longest period of time will be sold first. The Funds will retain the fee by
crediting Paid-in Capital. For the year ended July 31, 2009, the following redemption fees were collected by the Funds.
Class A Class C Class Z Institutional Class
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $4,005 $ - $ 7 $ - -
Old Mutual China Fund 793 1,469 375 -
Old Mutual Copper Rock Emerging Growth Fund 1,059 - 67 12
Old Mutual International Equity Fund - - 87 -
____________________________________________________________________________________________________________________________________
72
3. INVESTMENT ADVISORY FEES, ADMINISTRATIVE FEES AND OTHER TRANSACTIONS WITH AFFILIATES
____________________________________________________________________________________________________________________________________
Investment Adviser - Old Mutual Capital, Inc. is an indirect, wholly owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH").
OMUSH is a direct, wholly owned subsidiary of OM Group (UK) Limited, which, in turn, is a direct, wholly owned subsidiary of Old
Mutual plc., a London-Exchange listed international financial services firm. The Funds and the Adviser are parties to Investment
Advisory Agreements (the "Advisory Agreements"), under which the Adviser is paid a monthly fee that is calculated daily and paid
monthly, at an annual rate based on the average daily net assets of each Fund, as follows:
Management Fee Asset Level
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund 0.950% N/A
Old Mutual Analytic Global Fund 1.150% Less than $1 billion
1.125% From $1 billion to $2 billion
1.100% From $2 billion to $3 billion
1.075% Greater than $3 billion
Old Mutual China Fund 1.350% Less than $1 billion
1.325% From $1 billion to $2 billion
1.300% From $2 billion to $3 billion
1.275% Greater than $3 billion
Old Mutual Copper Rock Emerging Growth Fund 0.900% N/A
Old Mutual International Bond Fund 0.600% Less than $500 Million
0.575% $500 Million to less than $1 billion
0.550% Greater than $1 billion
Old Mutual International Equity Fund 1.000% Less than $1 billion
0.975% From $1 billion to $2 billion
0.950% From $2 billion to $3 billion
0.925% Greater than $3 billion
____________________________________________________________________________________________________________________________________
Expense Limitation Agreements - In the interest of limiting expenses of the Funds, the Adviser has entered into an expense
limitation agreement ("Current Expense Limitation Agreement") pursuant to which the Adviser has agreed, in writing, to waive or
limit its fees and to assume other expenses of the Funds to the extent necessary to limit the total annual expenses to a specified
percentage of the Funds' average daily net assets through the dates specified below.
The expense limitations are as follows:
Institutional Expiration Date
Class A Class C Class Z Class of Expense Limitation
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund 1.55% 2.30% 1.30% 1.25% December 31, 2009
Old Mutual Analytic Global Fund 1.95% 2.70% 1.70% 1.40% December 31, 2009
Old Mutual China Fund 1.95% 2.70% 1.70% 1.40% December 31, 2009
Old Mutual Copper Rock Emerging Growth Fund 1.67% 2.42% 1.42% 1.22% December 31, 2009
Old Mutual International Bond Fund n/a n/a n/a 0.95% December 31, 2009
Old Mutual International Equity Fund 1.52% 2.27% 1.27% 1.02% December 31, 2009
____________________________________________________________________________________________________________________________________
Reimbursement by the Old Mutual Analytic Fund of the advisory fees waived and other expenses paid by the Adviser pursuant to the
applicable Expense Limitation Agreement that expired on December 8, 2007 may be made at a later date when a Fund has reached a
sufficient asset size to permit reimbursement to be made without causing the total annual expense rate of the Fund to exceed the
expense limitation. Consequently, no reimbursement by the Old Mutual Analytic Fund will be made unless: (i) the Fund's assets exceed
$75 million; (ii) such reimbursement does not cause the operating expenses of the Fund in the year of reimbursement to exceed the
expense limitation in effect in the year for which fees are being reimbursed; and (iii) the payment of such reimbursement was
approved by the Board. Moreover, to the extent that the Adviser reimburses advisory fees or absorbs operating expenses of a Fund,
the Adviser may seek payment of such amounts within two fiscal years after the fiscal year in which fees were reimbursed or
absorbed.
73
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
Reimbursement by the Funds of the advisory fees waived and other expenses paid by the Adviser pursuant to the applicable Current
Expense Limitation Agreement may be made up to three years after the expenses were reimbursed or absorbed if such reimbursement does
not cause the operating expenses of the Fund in the year of reimbursement to exceed the expense limitation in effect in the year for
which fees are being reimbursed. At July 31, 2009, the Adviser may seek reimbursement of previously waived and reimbursed fees as
follows (000):
Expires 2010 Expires 2011 Expires 2012 Total
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $1,067 $593 $783 $2,443
Old Mutual Analytic Global Fund 134 222 218 574
Old Mutual China Fund 148 249 233 630
Old Mutual Copper Rock Emerging Growth Fund - 93 122 215
Old Mutual International Bond Fund - 17 23 40
Old Mutual International Equity Fund 120 307 452 879
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
For the year ended July 31, 2009, the Adviser was reimbursed the following amounts for previously waived fees:
Total (000)
______________________________________________________________________
Old Mutual Analytic Fund $86
Old Mutual Analytic Global Fund 52
Old Mutual China Fund 29
Old Mutual Copper Rock Emerging Growth Fund 86
Old Mutual International Bond Fund 14
Old Mutual International Equity Fund 43
______________________________________________________________________
Sub-Advisory Agreements - The Trust, on behalf of the Old Mutual International Equity Fund, and the Adviser have entered into a
sub-advisory agreement (the "Acadian Sub-Advisory Agreement") with Acadian Asset Management LLC ("Acadian"). Acadian is a
majority-owned subsidiary of OMUSH. For the services provided and expenses incurred pursuant to the Acadian Sub-Advisory Agreement,
Acadian is entitled to receive from the Adviser a sub-advisory fee with respect to the average daily net assets of such portion of
the Old Mutual International Equity Fund managed by Acadian, which is computed and paid monthly at an annual rate of 0.60%, net of
50% of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser and net of
all breakpoints.
The Trust, on behalf of the Old Mutual Analytic Fund and the Old Mutual Analytic Global Fund, and the Adviser have entered into
sub-advisory agreements (collectively, the "Analytic Sub-Advisory Agreement") with Analytic Investors, LLC ("Analytic"). Analytic is
a majority-owned subsidiary of OMUSH. For the services provided and expenses incurred pursuant to the Analytic Sub-Advisory
Agreement, Analytic is entitled to receive from the Adviser a sub-advisory fee, which is computed and paid monthly at an annual rate
of 0.70% and 0.80% for the Old Mutual Analytic Fund and the Old Mutual Analytic Global Fund, respectively. For the Old Mutual
Analytic Global Fund, Analytic is entitled to receive the sub-advisory fee, net of 50% of any breakpoints, waivers, reimbursement
payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser.
The Trust, on behalf of the Old Mutual China Fund, and the Adviser have entered into a sub-advisory agreement (the "Clay Finlay
Sub-Advisory Agreement") with Clay Finlay LLC ("Clay Finlay"). Clay Finlay is a majority-owned subsidiary of OMUSH but has
discontinued its operations as a registered investment adviser as of July 31, 2009. For the services provided and expenses incurred
pursuant to the Clay Finlay Sub-Advisory Agreement, Clay Finlay is entitled to receive from the Adviser a sub-advisory fee with
respect to the average daily net assets of such portion of the Old Mutual China Fund and Old Mutual International Equity Fund
managed by Clay Finlay, which is computed and paid monthly at an annual rate of 1.00% and 0.60% of the Old Mutual China Fund and Old
Mutual International Equity Fund, respectively. For the Old Mutual China Fund and Old Mutual International Equity Fund, Clay Finlay
is entitled to receive the sub-advisory fee net of 50% of any waivers, reimbursement payments, supermarket fees and alliance fees
waived, reimbursed or paid by the Adviser and net of all breakpoints. Effective June 1, 2009, Clay Finlay was no longer a
sub-adviser to the Old Mutual International Equity Fund and Acadian became the sole sub-adviser to the Fund. Effective at the close
of business on July 17, 2009, Clay Finlay was replaced as sub-adviser to the Old Mutual China Fund by Clough Capital Partners, LP
("Clough"). The Trust, on behalf of the Old Mutual China Fund, and the Adviser have entered into an interim sub-advisory agreement
(the "Clough Sub-Advisory Agreement") with Clough pursuant to which Clough is entitled to receive from the Adviser a sub-advisory
fee, which is computed and paid monthly at an annual rate of 1.00%, net of 50% of any waivers, reimbursement payments, supermarket
fees and alliance fees waived, reimbursed or paid by the Adviser and net of all breakpoints.
The Trust, on behalf of the Old Mutual Copper Rock Emerging Growth Fund, and the Adviser have entered into a sub-advisory agreement
(the "Copper Rock Sub-Advisory Agreement") with Copper Rock Capital Partners, LLC ("Copper Rock"). Copper Rock is a majority-owned
subsidiary of OMUSH. For the services provided and expenses incurred pursuant to the Copper Rock Sub-Advisory Agreement, Copper Rock
is entitled to receive from the Adviser a sub-advisory fee which is computed and paid monthly at an annual rate of 0.60%.
74
The Trust, on behalf of the Old Mutual International Bond Fund, and the Adviser have entered into a sub-advisory agreement (the
"Rogge Sub-Advisory Agreement") with Rogge Global Partners PLC ("Rogge"). Rogge is a majority-owned subsidiary of OMUSH. For the
services provided and expenses incurred pursuant to the Rogge Sub-Advisory Agreement, Rogge is entitled to receive from the Adviser
a sub-advisory fee which is computed and paid monthly at an annual rate of 0.35%.
The Sub-Advisory Agreements obligate the sub-advisers to: (i) manage the investment operations of the assets managed by the
sub-adviser and the composition of the investment portfolio comprising such assets, including the purchase, retention and
disposition thereof in accordance with the Fund's investment objective, policies and limitations; (ii) provide supervision of the
assets managed by the sub-adviser and to determine from time to time what investment and securities will be purchased, retained or
sold on behalf of the Fund and what portion of the assets managed by the sub-adviser will be invested or held uninvested in cash;
and (iii) determine the securities to be purchased or sold on behalf of the Fund in connection with such assets and to place orders
with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Prospectuses or
as the Board or the Adviser may direct from time to time, in conformity with federal securities laws.
Administrative Services Agreement - The Trust and Old Mutual Fund Services (the "Administrator"), a wholly owned subsidiary of the
Adviser, entered into an Administrative Services Agreement (the "Administrative Agreement"), pursuant to which the Administrator
oversees the administration of the Trust's and each Fund's business and affairs, including regulatory reporting and all necessary
office space, equipment, personnel and facilities, as well as services performed by various third parties. The Administrator is
entitled to a fee from the Trust, which is calculated daily and paid monthly, as follows:
Average Daily Net Assets Annual Fee Rate
________________________________________________________________________________
$0 to $500 million 0.10%
> $500 million up to $1 billion 0.09%
> $1 billion up to $1.5 billion 0.08%
> $1.5 billion 0.07%
________________________________________________________________________________
The Administrative Agreement provides that the Administrator will not be liable for any error of judgment or mistake of law or for
any loss suffered by the Trust in connection with the matters to which the Administrative Agreement relates, except a loss resulting
from willful misfeasance, bad faith or gross negligence on the part of the Administrator in the performance of its duties. The
Administrative Agreement will continue in effect unless terminated by either party upon not less than 90 days' prior written notice
to the other party.
The Bank of New York Mellon (the "Sub-Administrator") serves as sub-administrator to the Trust. The Sub-Administrator assists the
Administrator in connection with the administration of the business and affairs of the Trust. Pursuant to a sub-administration and
accounting agreement (the "Sub-Administration Agreement") between the Administrator and the Sub-Administrator, the Administrator
pays the Sub- Administrator as follows: annual rates, based on the combined average daily gross assets of the funds within the
Trust, Old Mutual Funds II and Old Mutual Funds III (the "Old Mutual Complex"), of (1) 0.0475% of the first $6 billion, plus (2)
0.04% of the average daily gross assets in excess of $6 billion. For funds within the Old Mutual Complex that are managed as a "fund
of funds," these fees apply only at the underlying fund level. In addition, the Administrator pays the Sub-Administrator the
following annual fees: (1) $35,000 for each fund managed as a "fund of funds"; and (2) $3,000 per class in excess of three classes
for each fund in the Old Mutual Complex. Certain minimum fees apply. The Sub-Administration Agreement provides that the
Sub-Administrator will not be liable for any costs, damages, liabilities or claims incurred by the Sub-Administrator except those
arising out of the Sub-Administrator's or its delegee's or agent's (if such delegee or agent is a subsidiary of the
Sub-Administrator) negligence or willful misconduct or the Sub-Administrator's failure to act in good faith. In no event shall the
Sub-Administrator be liable to the Administrator or any third party for special, indirect or consequential damages.
Distribution Agreement - Old Mutual Investment Partners (the "Distributor"), a wholly owned subsidiary of the Adviser, and the Trust
are parties to a distribution agreement (the "Distribution Agreement"), pursuant to which the Distributor serves as principal
underwriter for the Trust's shares. The Distributor receives no compensation for serving in such capacity, except as provided in
separate Distribution Plans and Service Plans.
The Distribution Agreement is renewable annually. The Distribution Agreement may be terminated by the Distributor, by a majority
vote of the Trustees who are not "interested persons" (as defined in the 1940 Act) and have no financial interest in the
Distribution Agreement or by a majority vote of the outstanding securities of the Trust upon not more than 90 days' written notice
by either party or upon assignment by the Distributor.
The Trust has adopted a Distribution Plan for each of Class A and Class C shares pursuant to Rule 12b-1 under the 1940 Act to enable
the Class A and Class C shares of each Fund to directly and indirectly bear certain expenses relating to the distribution of such
shares. The Trust has also adopted a Service Plan to enable the Class A and Class C shares of each Fund to directly and indirectly
bear certain expenses relating to the shareholder servicing and/or personal account maintenance of the holders of such shares. Each
of the Distribution Plans and Service Plans are compensation plans, which means that they compensate the Distributor or third-party
broker-dealer or financial intermediary regardless of the expenses actually incurred by such persons.
75
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
Pursuant to the Distribution Plan for Class A and Class C shares, the Trust will pay to the Distributor a monthly fee at an annual
aggregate rate not to exceed (i) 0.25% of the average net asset value of the Class A shares of each Fund and (ii) 0.75% of the
average net asset value of the Class C shares of each Fund, as determined at the close of each business day during the month, which
is to compensate the Distributor for services provided and expenses incurred by it in connection with the offering and sale of Class
A or Class C shares, which may include, without limitation, the payment by the Distributor to investment dealers of commissions on
the sale of Class A or Class C shares, as set forth in the then current prospectus or statement of additional information with
respect to Class A and Class C shares and interest and other financing costs.
The amount of such payments shall be determined by the Trust's disinterested Trustees from time to time. Currently, Class A shares
are not authorized to pay distribution fees and Class C shares are authorized to pay the maximum amount of distribution fees.
Pursuant to the Service Plan for Class A and Class C shares, the Trust will pay to the Distributor or other third-party financial
intermediaries a fee at an annual aggregate rate not to exceed 0.25% of the average net asset value of Class A and Class C shares,
which is for maintaining or improving services provided to shareholders by the Distributor and investment dealers, financial
institutions and 401(k) plan service providers. The amount of such payments shall be determined by the Trust's disinterested
Trustees from time to time.
Currently, both Class A and Class C shares are authorized to pay the maximum amount of service fees.
The Distributor will prepare and deliver written reports to the Board on a regular basis (at least quarterly) setting forth the
payments made pursuant to the Distribution Plans and the Service Plans, and the purposes for which such expenditures were made, as
well as any supplemental reports as the Board may from time to time reasonably request.
Except to the extent that the Administrator, Sub-Administrator, Adviser or sub-advisers may benefit through increased fees from an
increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust nor
any Trustee of the Trust who is not an "interested person" (as defined in the 1940 Act) of the Trust has a direct or indirect
financial interest in the operation of the Distribution or Service Plans or any related agreement.
Of the service and distribution fees the Distributor received for the year ended July 31, 2009, it retained the following:
Service Fees (000) Distribution Fees (000)
____________________________________________________________________________________________________________________________________
Class A Class C Class C
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $- $1 $ 4
Old Mutual Analytic Global Fund - - 1
Old Mutual China Fund - 3 10
Old Mutual Copper Rock Emerging Growth Fund - - 1
Old Mutual International Equity Fund - 1 2
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Other Service Providers - The Bank of New York Mellon serves as the custodian for the Funds.
DST Systems, Inc. ("DST") serves as the transfer agent and dividend disbursing agent of the Funds. From time to time, the Funds may
pay amounts to third parties that provide sub-transfer agency and other administrative services relating to the Fund to persons who
beneficially own interests in the Fund.
The Funds have entered into a shareholder servicing agreement with the Administrator to provide shareholder support and other
shareholder account-related services. The shareholder service fees are reviewed periodically and approved annually by the Board.
Shareholder service fees paid to Old Mutual Fund Services for the year ended July 31, 2009 were as follows (000):
________________________________________________________________________________
Old Mutual Analytic Fund $3
Old Mutual Analytic Global Fund 1
Old Mutual China Fund 3
Old Mutual Copper Rock Emerging Growth Fund -
Old Mutual International Bond Fund -
Old Mutual International Equity Fund 1
________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Effective September 17, 2008, these services were no longer provided by the Administrator and the Trust entered into an agency
agreement with DST, pursuant to which DST provides call center, correspondence and other shareholder account-related services to the
Funds.
Officers and Trustees of the Funds who are or were officers of the Adviser, Administrator, Sub-Administrator or Distributor received
no compensation from the Funds.
76
4. INTERFUND LENDING
____________________________________________________________________________________________________________________________________
Pursuant to resolutions adopted by the Boards of Trustees of each of Old Mutual Funds I and Old Mutual Funds II (together, the
"Trusts"), on behalf of certain series portfolios of the Trusts (the "OM Funds"), each of the OM Funds may lend an amount up to its
prospectus-defined limitations to other OM Funds. All such lending shall be conducted pursuant to the exemptive order granted by the
Securities and Exchange Commission on August 12, 2003 to the Trusts. The interest rate charged on the loan is the average of the
overnight repurchase agreement rate (highest rate available to the OM Funds from investments in overnight repurchase agreements) and
the bank loan rate (Federal Funds Rate plus 50 basis points). None of the OM Funds may borrow more than 10% of its assets.
The Funds had no outstanding borrowings or loans related to interfund lending at any time during the year ended July 31, 2009.
5. INVESTMENT TRANSACTIONS
____________________________________________________________________________________________________________________________________
The cost of securities purchased and the proceeds from securities sold and matured, other than short-term investments, for the
Funds, for the year ended July 31, 2009 were as follows:
Purchases (000) Sales and Maturities (000)
____________________________________________________________________________________________________________________________________
U.S. Government Other U.S. Government Other
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $- $599,068 $ - $842,953
Old Mutual Analytic Global Fund - 26,437 - 39,532
Old Mutual China Fund - 36,640 - 35,720
Old Mutual Copper Rock Emerging Growth Fund - 160,021 - 142,406
Old Mutual International Bond Fund - 8,504 161 16,812
Old Mutual International Equity Fund - 110,776 - 116,434
____________________________________________________________________________________________________________________________________
Transactions in option contracts written in the Old Mutual Analytic Fund and the Old Mutual Analytic Global Fund for the year ended
July 31, 2009, were as follows:
Old Mutual Analytic Fund Old Mutual Analytic Global Fund
____________________________________________________________________________________________________________________________________
Number of Premiums Number of Premiums
Contracts Received (000) Contracts Received (000)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2008 27,440 $ 16,671 1,235 $ 764
Options written 309,620 365,216 10,938 12,546
Options terminated in closing purchasing transactions (276,360) (342,010) (10,171) (11,970)
Options expired (43,820) (35,725) (1,674) (1,190)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2009 16,880 $ 4,152 328 $ 150
____________________________________________________________________________________________________________________________________
77
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
6. SHARE TRANSACTIONS
____________________________________________________________________________________________________________________________________
Old Mutual Old Mutual
Analytic Analytic Global
Fund Fund
____________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08
____________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 2,659 10,913 96 947
Shares Issued upon Reinvestment of Distributions - 1,707 2 27
Shares Redeemed (17,095) (30,479) (678) (2,191)
____________________________________________________________________________________________________________________________________
Total Class A Share Transactions (14,436) (17,859) (580) (1,217)
____________________________________________________________________________________________________________________________________
Class C
Shares Issued 196 3,413 29 409
Shares Issued upon Reinvestment of Distributions - 527 - 36
Shares Redeemed (7,703) (14,043) (794) (950)
____________________________________________________________________________________________________________________________________
Total Class C Share Transactions (7,507) (10,103) (765) (505)
____________________________________________________________________________________________________________________________________
Class Z
Shares Issued 502 969 1 8
Shares Issued upon Reinvestment of Distributions - 428 - 2
Shares Redeemed (1,968) (5,537) (36) (1)
____________________________________________________________________________________________________________________________________
Total Class Z Share Transactions (1,466) (4,140) (35) 9
____________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 155 453 - -
Shares Issued upon Reinvestment of Distributions - 126 2 11
Shares Redeemed (1,149) (577) (249) -
____________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions (994) 2 (247) 11
____________________________________________________________________________________________________________________________________
Net Increase in Shares Outstanding (24,403) (32,100) (1,627) (1,702)
____________________________________________________________________________________________________________________________________
* Inception date of the Fund.
Amounts designated as "-" are either $0 or have been rounded to $0.
78
____________________________________________________________________________________________________________________________________
Old Mutual Old Mutual
China Copper Rock Old Mutual Old Mutual
Fund Emerging Growth Fund International Bond Fund International Equity Fund
____________________________________________________________________________________________________________________________________
8/1/08 to 8/1/07 to 8/1/08 to 8/1/07 to 8/1/08 to 11/19/07* to 8/1/08 to 8/1/07 to
7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08 7/31/09 7/31/08
____________________________________________________________________________________________________________________________________
458 584 536 2,024 - - 5 177
10 194 - 146 - - 1 1
(679) (801) (1,195) (3,841) - - (95) (171)
____________________________________________________________________________________________________________________________________
(211) (23) (659) (1,671) - - (89) 7
____________________________________________________________________________________________________________________________________
144 296 19 67 - - 15 152
1 80 - 4 - - - 1
(276) (426) (66) (15) - - (99) (53)
____________________________________________________________________________________________________________________________________
(131) (50) (47) 56 - - (84) 100
____________________________________________________________________________________________________________________________________
507 366 2,404 1,601 - - 7 56
6 66 - 13 - - 2 1
(137) (248) (1,391) (134) - - (56) (17)
____________________________________________________________________________________________________________________________________
376 184 1,013 1,480 - - (47) 40
____________________________________________________________________________________________________________________________________
1 1 2,198 2,807 104 2,841 1,983 10,355
16 215 - 159 388 52 256 60
(1) (627) (1,042) (4,706) (1,176) (645) (2,887) (1,082)
____________________________________________________________________________________________________________________________________
16 (411) 1,156 (1,740) (684) 2,248 (648) 9,333
____________________________________________________________________________________________________________________________________
50 (300) 1,463 (1,875) (684) 2,248 (868) 9,480
____________________________________________________________________________________________________________________________________
79
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2009
7. FOREIGN HOLDINGS RISK
____________________________________________________________________________________________________________________________________
Each Fund may invest in foreign securities. Investing in the securities of foreign issuers involves special risks and considerations
not typically associated with investing in U.S. companies. These risks and considerations include differences in accounting,
auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which
could affect U.S. investment in foreign countries and potential restrictions on the flow of international capital and currencies.
Foreign issuers may also be subject to less government regulation than U.S. companies. Moreover, the dividends and interest payable
on foreign securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution
to a Fund's shareholders. Further, foreign securities often trade with less frequency and volume than domestic securities and,
therefore, may exhibit greater price volatility. Changes in foreign exchange rates will affect, favorably or unfavorably, the value
of those securities which are denominated or quoted in currencies other than the U.S. dollar.
8. FEDERAL TAX INFORMATION
____________________________________________________________________________________________________________________________________
Each Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code and to distribute substantially all of its taxable income and net capital gains. Accordingly, no provision has been
made for Federal income taxes.
The Funds are subject to the provisions of Financial Accounting Standards Board Interpretation No. 48 ("FIN 48"), Accounting for
Uncertainty in Income Taxes. FIN 48 requires an evaluation of tax positions taken (or expected to be taken) in the course of
preparing a Fund's tax returns to determine whether these positions meet a "more-likely-than-not" standard that based on the
technical merits have a more than fifty percent likelihood of being sustained by a taxing authority upon examination. A tax position
that meets the "more-likely-than-not" recognition threshold is measured to determine the amount of benefit to recognize in the
financial statements. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense
in the Statement of Operations.
FIN 48 requires management of the Funds to analyze all open tax years, fiscal years 2006 - 2008 as defined by IRS statute of
limitations, for all major jurisdictions, including federal tax authorities and certain state tax authorities. As of and during the
year ended July 31, 2009, the Funds did not have a liability for any unrecognized tax benefits. The Funds have no examination in
progress and are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax
benefits will significantly change in the next twelve months.
Dividends from net investment income and distributions from net realized capital gains are determined in accordance with U.S.
Federal income tax regulations, which may differ from those amounts determined under accounting principles generally accepted in the
United States of America. These book/tax differences are either temporary or permanent in nature. To the extent these differences
are permanent, they are charged or credited to Paid-in Capital or accumulated net realized gain, as appropriate, in the period that
the differences arise.
Accordingly, the following permanent differences as of July 31, 2009, primarily attributable to certain net operating losses,
reclassifications of long-term capital gain distributions on Real Estate Investment Trust securities, reclassifications of capital
gain distributions investments in Passive Foreign Investment Companies, foreign currency translation and return of capital,
reclassifications of capital gains related to shortsales which, for tax purposes, are not available to offset future income, were
reclassified to the following accounts.
Increase/(Decrease) Increase/(Decrease)
Undistributed Accumulated
Increase/(Decrease) Net Investment Net Realized
Paid-in Capital Income Gain
(000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $(29,297) $(3,220) $32,517
Old Mutual Analytic Global Fund (111) (215) 326
Old Mutual China Fund - 289 (289)
Old Mutual Copper Rock Emerging Growth Fund (513) 513 -
Old Mutual International Bond Fund - (138) 138
Old Mutual International Equity Fund - (539) 539
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
80
The tax character of dividends and distributions declared during the year or periods ended July 31, 2009 and 2008 were as follows:
Ordinary Long Term Return of
Income Capital Gain Capital Total
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund (2)
2008 $57,467 $ - $ - $57,467
Old Mutual Analytic Global Fund
2009 - - 64 64
2008 1,407 134 115 1,656
Old Mutual China Fund
2009 460 - - 460
2008 13,762 1,888 - 15,650
Old Mutual Copper Rock Emerging Growth Fund (2)
2008 3,203 2,116 - 5,319
Old Mutual International Bond Fund
2009 3,146 296 - 3,442
2008 (1) 545 - - 545
Old Mutual International Equity Fund
2009 1,772 - - 1,772
2008 654 245 - 899
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
(1) The Fund commenced operations on November 19, 2007.
(2) The Old Mutual Analytic Fund and Old Mutual Copper Rock Emerging Growth Fund did not declare dividends or distributions during
the year ended July 31, 2009.
As of July 31, 2009, the components of Distributable Earnings/(Accumulated Losses) were as follows:
Undistributed Undistributed Post Post October Unrealized Other
Ordinary Long Term Capital Loss October Currency Appreciation/ Temporary
Income Capital Gain Carryforwards Losses Losses Depreciation Differences Total
(000) (000) (000) (000) (000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $ - $ - $ (81,880) $(82,515) $(8,357) $ 8,371 $(2,122) $(166,503)
Old Mutual Analytic
Global Fund - - (9,669) (3,958) (353) 384 - (13,596)
Old Mutual China Fund 892 - (7,601) (4,277) (61) 10,668 - (379)
Old Mutual Copper Rock
Emerging Growth Fund - - (19,088) (13,447) - 6,034 - (26,501)
Old Mutual International
Bond Fund 22 15 - - (760) 617 - (106)
Old Mutual International
Equity Fund 886 - (24,422) (27,960) - 2,850 - (48,646)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2008 through July 31, 2009 that, in
accordance with federal income tax regulations the Funds may elect to defer and treat as having arisen in the following fiscal year.
For Federal income tax purposes, capital loss carryforwards may be carried forward and applied against future capital gains for a
period of up to eight years to the extent allowed by the Internal Revenue Code.
81
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2009
As of July 31, 2009, the following Funds had capital loss carry forwards available to offset future realized gains through the
indicated expiration dates (000):
2016 2017 Total
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $50,153 $31,727 $81,880
Old Mutual Analytic Global Fund 5,232 4,437 9,669
Old Mutual China Fund - 7,601 7,601
Old Mutual Copper Rock Emerging Growth Fund - 19,088 19,088
Old Mutual International Equity Fund 8 24,414 24,422
____________________________________________________________________________________________________________________________________
The Federal tax cost, aggregate gross unrealized appreciation and depreciation of investments, excluding securities sold short,
futures contracts and written option contracts, held by each Fund at July 31, 2009 were as follows:
Net
Unrealized
Federal Tax Unrealized Unrealized Appreciation/
Cost Appreciation Depreciation Depreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $207,442 $ 6,669 $ - $ 6,669
Old Mutual Analytic Global Fund 6,012 1,136 (728) 408
Old Mutual China Fund 32,916 10,753 (85) 10,668
Old Mutual Copper Rock Emerging Growth Fund 53,489 7,495 (1,461) 6,034
Old Mutual International Bond Fund 12,627 1,077 (468) 609
Old Mutual International Equity Fund 71,972 14,786 (11,943) 2,843
____________________________________________________________________________________________________________________________________
9. SUBSEQUENT EVENTS
____________________________________________________________________________________________________________________________________
In accordance with the provisions set forth in FASB Statement of Financial Accounting Standards No. 165 Subsequent Events, the
Adviser has evaluated the possibility of subsequent events existing in the Funds' financial statements through September 21, 2009.
The Adviser intends to seek approval from the Board for a Plan of Liquidation and Dissolution of the Old Mutual International Bond
Fund on September 22, 2009. If approved, this Fund will be liquidated on or around November 9, 2009. The Adviser has determined that
there are no other material events that would require disclosure in the Funds' financial statements through this date.
82
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Shareholders of Old Mutual Funds I:
In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related
statements of operations and of changes in net assets, and of cash flows for the Old Mutual Analytic Fund and the Old Mutual
Analytic Global Fund and the financial highlights present fairly, in all material respects, the financial position of Old Mutual
Analytic Fund, Old Mutual Analytic Global Fund, Old Mutual China Fund (formerly the Old Mutual Clay Finlay China Fund), Old Mutual
Copper Rock Emerging Growth Fund, Old Mutual International Bond Fund and Old Mutual International Equity Fund (six of the ten funds
constituting Old Mutual Funds I, hereafter referred to as the "Funds") at July 31, 2009 and the results of each of their operations,
the changes in each of their net assets and of the cash flows for the Old Mutual Analytic Fund and the Old Mutual Analytic Global
Fund and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in
the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements")
are the responsibility of the Funds' management; our responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements 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 are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which
included confirmation of securities at July 31, 2009 by correspondence with the custodian and brokers, provide a reasonable basis
for our opinion.
/s/Pricewaterhouse Cooper LLP
Denver, Colorado
September 21, 2009
83
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2009 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2009 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2009, each Fund is designating the following items or those amounts determined necessary with regard to distributions paid
during the year.
Qualifying
For Corporate Qualified
Long Term Dividends Qualifying U.S. Qualified Short Term
Capital Gain Receivable Dividend Government Interest Capital
Fund Distribution* Deduction (1) Income (2) Interest (3) Income (4) Gain (5)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $ - 0.00% 0.00% 4.25% 0.00% 100.00%
Old Mutual Analytic Global Fund - 0.00% 0.00% 6.40% 4.66% 100.00%
Old Mutual China Fund (6) - 0.12% 7.21% 0.00% 0.30% 100.00%
Old Mutual Copper Rock Fund - 0.00% 0.00% 0.00% 0.00% 100.00%
Old Mutual International Bond Fund (7) 295,746 0.03% 0.03% 0.54% 0.42% 0.00%
Old Mutual International Equity Fund (8) - 0.00% 46.14% 0.00% 0.40% 100.00%
====================================================================================================================================
(1) Qualifying dividends represent dividends which qualify for the corporate dividends received deduction and are reflected as a
percentage of ordinary income distributions (the total of short-term capital gain and net investment income distributions).
(2) The percentage in this column represents the amount of "Qualifying Dividend Income" as created by the Jobs and Growth Tax
Relief Reconciliation Act of 2003 and is reflected as a percentage of ordinary income distributions (the total of short-term
capital gain and net investment income distributions). It is the intention of each of the Funds in the table to designate the
maximum amount permitted by law.
(3) "U.S. Government Interest" represents the amount of interest that was derived from direct U.S. Government obligations and
distributed during the fiscal year. This amount is reflected as a percentage of total ordinary income distributions (the total
of short-term capital gain and net investment income distributions). Generally, interest from direct U.S. Government
obligations is exempt from state income tax. However, for residents of California, Connecticut and New York, the statutory
threshold requirements were not satisfied to permit exemption of these amounts from state income.
(4) The percentage in this column represents the amount of "Qualifying Interest Income" as created by the American Jobs Creation
Act of 2004 and is reflected as a percentage of net investment income distributions that is exempt from U.S. withholding tax
when paid to foreign investors.
(5) The percentage in this column represents the amount of "Qualifying Short-Term Capital Gain" as created by the American Jobs
Creation Act of 2004 and is reflected as a percentage of short-term capital gain distributions that is exempt from U.S.
withholding tax when paid to foreign investors.
(6) The fund intends to pass through a foreign tax credit to the shareholders. For the fiscal year ended July 31, 2009, the total
amount of foreign source income is $840,282 or $0.31 per share. The total amount of foreign taxes to be paid is $35,324 or
$0.01 per share. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.
(7) The Fund intends to pass through a foreign tax credit to the shareholders. For the fiscal year ended July 31, 2009, the total
amount of foreign source income is $561,810 or $0.36 per share. The total amount of foreign taxes to be paid is $3,360 or
$0.0021 per share. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.
(8) The Fund intends to pass through a foreign tax credit to the shareholders. For the fiscal year ended July 31, 2009, the total
amount of foreign source income is $2,471,860 or $0.26 per share. The total amount of foreign taxes to be paid is $235,887 or
$0.02 per share. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.
* These amounts may include earnings and profits distributed to shareholders on the redemption of shares as part of the dividends
paid deduction.
84
PROXY VOTING AND PORTFOLIO HOLDINGS (Unaudited)
Proxy Voting
A description of the guidelines that the Trust uses to determine how to vote proxies relating to portfolio securities is available
(i) without charge, upon request, by calling toll-free at 888.772.2888; (ii) on the Trust's website at oldmutualfunds.com; and (iii)
on the SEC's website at http://www.sec.gov.
Information about how the Funds voted proxies relating to portfolio securities for the 12-month period ended June 30, 2009 is
available on the Trust's website at oldmutualfunds.com and on the SEC's website at http://www.sec.gov.
Portfolio Holdings
The Trust files a complete schedule of portfolio holdings with the SEC for the first and third quarters of its fiscal year on Form
N-Q. The Trust's Forms N-Q are available on the SEC's website at http://www.sec.gov, or may be reviewed and copied at the SEC's
Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling
1-800-SEC-0330 toll-free.
85
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2009
Example. As a shareholder of a Fund you may pay two types of fees: transaction fees and fund-related fees. Transaction fees may
include transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees. Fund-related
fees may include ongoing expenses, including management fees, distribution and/or service fees, and other fund expenses, which are
indirectly paid by shareholders and affect your investment return.
This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs
with the ongoing costs of investing in other mutual funds. This Example is based on an investment of $1,000 invested at the
beginning of the period and held for the six-month period ended July 31, 2009.
Actual Expenses. The first line for each share class in the following table provides information about actual account values and
actual expenses. The Example includes, but is not limited to, management fees, 12b-1 fees, fund accounting, custody and transfer
agent fees. However, the Example does not include client specific fees, such as the $10.00 fee charged to IRA accounts, or the
$10.00 fee charged for wire redemptions. The Example also does not include portfolio trading commissions and related trading
expenses. You may use this information, 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 line for each share class under the heading entitled "Expenses Paid During Six-Month Period" to
estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second line for each share class in the table provides information about
hypothetical account values and hypothetical expenses based on each Fund's actual expense ratio and an assumed rate of return of 5%
per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to
estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing
costs of investing in 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 table are meant to highlight
your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange
fees. Therefore, this information 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.
Annualized Expenses Ann ualized Expenses
Beginning Ending Expense Paid Beginning Ending Expense Paid
Account Account Ratios During Six Account Account Ratios During Six
Value Value for the Six Month Value Value for the Six Month
2/01/09 7/31/09 Month Period Period* 2/01/09 7/31/09 Month Period Period*
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class A Old Mutual Analytic Global Fund - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,017.60 1.83% $9.15 Actual Fund Return $1,000.00 $1,003.30 4.52% $22.45
Hypothetical 5% Return 1,000.00 1,024.64 1.83 9.19 Hypothetical 5% Return 1,000.00 1,024.50 4.52 22.69
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class C Old Mutual Analytic Global Fund - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,013.30 2.56 12.78 Actual Fund Return 1,000.00 1,003.80 3.78 18.78
Hypothetical 5% Return 1,000.00 1,024.60 2.56 12.85 Hypothetical 5% Return 1,000.00 1,006.03 3.78 18.80
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class Z Old Mutual China Fund - Class A
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,019.80 1.56 7.81 Actual Fund Return 1,000.00 1,593.80 1.95 12.54
Hypothetical 5% Return 1,000.00 1,017.01 1.56 7.80 Hypothetical 5% Return 1,000.00 1,024.63 1.95 9.79
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Institutional Class Old Mutual China Fund - Class C
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,018.60 1.53 7.66 Actual Fund Return 1,000.00 1,587.40 2.70 17.32
Hypothetical 5% Return 1,000.00 1,024.65 1.53 7.68 Hypothetical 5% Return 1,000.00 1,024.59 2.70 13.55
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Global Fund - Class A Old Mutual China Fund - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,001.60 3.40 16.87 Actual Fund Return 1,000.00 1,594.20 1.70 10.93
Hypothetical 5% Return 1,000.00 1,024.56 3.40 17.07 Hypothetical 5% Return 1,000.00 1,024.64 1.70 8.53
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Global Fund - Class C Old Mutual China Fund - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 998.40 3.09 15.31 Actual Fund Return 1,000.00 1,596.10 1.40 9.01
Hypothetical 5% Return 1,000.00 1,024.57 3.09 15.51 Hypothetical 5% Return 1,000.00 1,017.80 1.40 7.00
_________________________________________________________________________________________ _________________________________________________________________________________________
86
Annualized Expenses
Beginning Ending Expense Paid
Account Account Ratios During Six
Value Value for the Six Month
2/01/09 7/31/09 Month Period Period*
_________________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Class A
_________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,237.60 1.67% $9.27
Hypothetical 5% Return 1,000.00 1,024.64 1.67 8.38
_________________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Class C
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,234.70 2.42 13.41
Hypothetical 5% Return 1,000.00 1,024.61 2.42 12.15
_________________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Class Z
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,240.40 1.42 7.89
Hypothetical 5% Return 1,000.00 1,024.66 1.42 7.13
_________________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Institutional Class
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,241.70 1.22 6.78
Hypothetical 5% Return 1,000.00 1,018.69 1.22 6.11
_________________________________________________________________________________________
Old Mutual International Bond Fund - Institutional Class
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,075.40 0.95 4.89
Hypothetical 5% Return 1,000.00 1,024.68 0.95 4.77
_________________________________________________________________________________________
Old Mutual International Equity Fund - Class A
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,263.60 1.52 8.53
Hypothetical 5% Return 1,000.00 1,024.65 1.52 7.63
_________________________________________________________________________________________
Old Mutual International Equity Fund - Class C
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,259.10 2.27 12.72
Hypothetical 5% Return 1,000.00 1,024.61 2.27 11.40
_________________________________________________________________________________________
Old Mutual International Equity Fund - Class Z
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,264.40 1.27 7.13
Hypothetical 5% Return 1,000.00 1,024.66 1.27 6.38
_________________________________________________________________________________________
Old Mutual International Equity Fund - Institutional Class
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,267.20 1.02 5.73
Hypothetical 5% Return 1,000.00 1,019.68 1.02 5.11
_________________________________________________________________________________________
* Expenses are equal to the Fund's annualized expense ratio multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the one-half year
period).
87
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2009 (Unaudited)
Trustees
The management and affairs of the Trust are supervised by the Board under the laws of the State of Delaware. The Trustees, and their
principal occupations for the last five years are set forth below. Each may have held other positions with the named companies
during that period. Unless otherwise noted, all Trustees and Officers can be contacted c/o Old Mutual Capital, Inc., 4643 South
Ulster Street, 6th Floor, Denver, Colorado 80237. The Statement of Additional Information includes additional information about the
Trustees and is available, without charge, upon request, by calling 888-772-2888 toll-free.
_______________________________________________________________________________________________________________________________________________________________________
INDEPENDENT TRUSTEES
_______________________________________________________________________________________________________________________________________________________________________
Number of Funds
Term of Office* in the Old Mutual Fund
Position(s) Held and Length of Principal Occupation(s) Complex Overseen Other Directorships
Name and Age with the Trust Time Served During Past Five Years by Trustee Held by Trustee
_______________________________________________________________________________________________________________________________________________________________________
L. Kent Moore Chairman of Since 2004 Chairman, Foothills Energy 23 TS&W/Claymore Tax-Advantaged
(Age: 53) the Board and Ventures, LLC, since 2006. Partner, Balanced Fund, Old Mutual/Claymore
Trustee WillSource Enterprise, LLC (oil and Long Short Fund, and Old Mutual
gas exploration and production), Funds III.
since 2005. Managing Director,
High Sierra Energy, LP (holding
company of natural resource related
businesses), 2004 - 2005.
_______________________________________________________________________________________________________________________________________________________________________
John R. Bartholdson Trustee Since 2004 Retired. Chief Financial Officer, �� 38 Old Mutual Funds II, Old Mutual Funds
(Age: 64) The Triumph Group, Inc. III, ING Clarion Real Estate Income
(manufacturing), 1992 - 2007. Fund, and ING Clarion Global Real
Estate Income Fund.
_______________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. President and Chief 23 TS&W/Claymore Tax-Advantaged
(Age: 67) Investment Officer, TRW Investment Balanced Fund, Old Mutual/Claymore
Management Company (investment Long-Short Fund, and Old Mutual
management), 1984 - 2003. Funds III.
_______________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, 23 Hirtle Callaghan Trust, ING Clarion
(Age: 66) ING Clarion Real Estate Securities Real Estate Income Fund, ING Clarion
(investment adviser). Global Real Estate Income Fund, ING
Clarion, and Old Mutual Funds III.
_______________________________________________________________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________________________________________________________
INTERESTED TRUSTEE AND ADVISORY TRUSTEE
_______________________________________________________________________________________________________________________________________________________________________
Number of Funds
Term of Office* in the Old Mutual Fund
Position(s) Held and Length of Principal Occupation(s) Complex Overseen Other Directorships
Name and Age with the Trust Time Served During Past Five Years by Trustee Held by Trustee
_______________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters** Interested Since 2006 Chief Executive Officer 23 Old Mutual Capital, Inc., Old Mutual
(Age: 49) Trustee, (2008 - present), President Investment Partners, Old Mutual Fund
President, (2006 - - present), and Chief Operating Services, and Old Mutual Funds III.
and Principal Officer (2006 - 2008),
Executive Officer Old Mutual Capital, Inc.
President and Chief Executive Officer,
Scudder family of funds, 2004 - 2005.
Managing Director,
UBS Global Asset Management, and
President and Chief Executive Officer,
UBS Fund Services, 2001 - 2003.
_______________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.*** Advisory Trustee Since 2006 Chairman - Southeast, 23 Total Systems Services, Inc.,
(Age: 64) Goldman Sachs & Co., since 2006. Equifax, Inc., and Old Mutual
Chairman, King & Spalding LLP Funds III.
(law firm), 1970 - 2006.
_______________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
** Mr. Sluyters is a Trustee who may be deemed to be an "interested person" of the Trust, as that term is defined in the 1940 Act, because he is an officer of
the Adviser.
*** Mr. Driver commenced service as a Trustee in May 2005. Effective January 20, 2006, he resigned as a Trustee. Effective January 23, 2006, the Board appointed
Mr. Driver an Advisory Trustee of the Trust, with no voting rights.
88
Trust Officers
The Board elects the Officers of the Trust to actively supervise its day-to-day operations. The Officers of the Trust, all of whom
are officers and employees of the Adviser, are responsible for the day-to-day administration of the Trust and the Funds. The
Officers of the Trust receive no direct compensation from the Trust or the Funds for their services as Officers.
The Officers of the Trust, their ages, positions with the Trust, length of time served, and their principal occupations for the
last five years appear below. Trust Officers are elected annually by the Board and continue to hold office until they resign or are
removed, or until their successors are elected.
_______________________________________________________________________________________________________________________________________________________________________
Officers
_______________________________________________________________________________________________________________________________________________________________________
Term of Office*
Position(s) Held and Length of Principal Occupation(s)
Name and Age with the Trust Time Served During Past Five Years
_______________________________________________________________________________________________________________________________________________________________________
James F. Lummanick Vice President and Since 2005 Senior Vice President and Chief Compliance Officer, Old Mutual Capital, Inc. and
(Age: 61) Chief Compliance Officer Old Mutual Fund Services, Inc., since 2005. Chief Compliance Officer, Old Mutual
Funds II, since 2005. Chief Compliance Officer, Old Mutual Funds III, since 2008.
Senior Vice President and Director of Compliance, Calamos Advisors LLC,
2004 - - 2005. Vice President and Chief Compliance Officer, Invesco Funds
Group, Inc. 1996 - 2004.
_______________________________________________________________________________________________________________________________________________________________________
Andra C. Ozols Vice President and Since 2005 Chief Administrative Officer (since 2008) and Senior Vice President, Secretary,
(Age: 48) Secretary and General Counsel (since 2005), Old Mutual Capital, Inc. Executive
Vice President (2004 - 2005), General Counsel and Secretary (2002 - 2005), and
Vice President (2002 - 2004), ICON Advisors, Inc. and ICON Distributors, Inc.
Executive Vice President and Secretary, ICON Insurance Agency, Inc. (2004 - 2005).
_______________________________________________________________________________________________________________________________________________________________________
Karen S. Proc Assistant Secretary Since 2005 Vice President (since 2006) and Associate General Counsel (since 2005), Old Mutual
(Age: 39) Capital, Inc. Associate General Counsel, Founders Asset Management LLC,
2002 - - 2005.
_______________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Assistant Secretary Since 2008 Vice President and Associate General Counsel (since January 2009) and Associate
(Age: 35) Counsel (2005 - 2008), Old Mutual Capital, Inc. Associate Attorney, Hall & Evans,
LLC, 2004 - 2005.
_______________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Principal Since 2006 Vice President, Old Mutual Capital, Inc. and Old Mutual Fund Services, since 2006.
(Age: 40) Financial Officer Vice President of Portfolio Accounting, Founders Asset Management LLC, 2000 - 2006.
_______________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Assistant Treasurer Since 2006 Assistant Vice President, Old Mutual Fund Services, since January 2009. Regulatory
(Age: 32) Reporting Manager, Old Mutual Capital, Inc., since 2006. Manager (2004 -2006) and
Senior Associate (2001 - 2004), PricewaterhouseCoopers LLP.
_______________________________________________________________________________________________________________________________________________________________________
Robert D. Lujan Assistant Treasurer Since 2006 Fund Services Manager, Old Mutual Capital, Inc., since 2006. Fund Accounting
(Age: 42) Supervisor, Janus Capital Group, 2003 - 2006.
_______________________________________________________________________________________________________________________________________________________________________
* Officer of the Trust until such time as his or her successor is duly elected and qualified.
89
CONSIDERATIONS OF THE BOARD IN APPROVING INVESTMENT
ADVISORY AND INVESTMENT SUB-ADVISORY
AGREEMENTS (Unaudited)
Summary of Advisory and Sub-Advisory Agreements Approved by the Board
Old Mutual Analytic Fund (the "Analytic Fund").
On May 20, 2009, the Board approved the renewal, on behalf of the Analytic Fund, of the advisory agreement (the "Analytic Advisory
Agreement"), between the Trust and Old Mutual Capital, Inc. ("OMCAP" or the "Adviser"), as well as the renewal of the sub-advisory
agreement (the "Analytic Sub-Advisory Agreement") among the Trust, OMCAP, and Analytic Investors, LLC ("Analytic"), with each to
continue in effect through July 31, 2010.
Old Mutual Analytic Global Fund (the "Analytic Global Fund").
On May 20, 2009, the Board approved the renewal, on behalf of the Analytic Global Fund, of the advisory agreement (the "Analytic
Global Advisory Agreement"), between the Trust and OMCAP, as well as the renewal of the sub-advisory agreement (the "Analytic Global
Sub-Advisory Agreement") among the Trust, OMCAP, and Analytic, with each to continue in effect through July 31, 2010.
Old Mutual Copper Rock Emerging Growth Fund (the "Copper Rock Fund").
On May 20, 2009, the Board approved the renewal, on behalf of the Copper Rock Fund, of the advisory agreement (the "Emerging Growth
Advisory Agreement"), between the Trust and OMCAP, as well as the renewal of the sub-advisory agreement (the "Emerging Growth
Sub-Advisory Agreement") among the Trust, OMCAP, and Copper Rock Capital Partners, LLC ("Copper Rock"), with each to continue in
effect through July 31, 2010.
Old Mutual International Equity Fund (the "International Equity Fund").
On May 20, 2009, the Board approved the renewal, on behalf of the International Equity Fund, of the advisory agreement (the
"International Equity Advisory Agreement"), between the Trust and OMCAP, as well as the renewal of the sub-advisory agreements (the
"International Equity Sub-Advisory Agreements") among the Trust, OMCAP, and Clay Finlay, LLC ("Clay Finlay") and the Trust, OMCAP,
and Acadian Asset Management LLC ("Acadian") with each to continue in effect through July 31, 2010. Effective June 1, 2009, Clay
Finlay was removed as a sub-adviser of the International Equity Fund.
Old Mutual China Fund (f/k/a Old Mutual Clay Finlay China Fund") (the "China Fund").
On May 20, 2009, the Board approved the renewal, on behalf of the China Fund, of the advisory agreement (the "China Advisory
Agreement"), between the Trust and OMCAP, as well as the renewal of the sub-advisory agreement (the "China Sub-Advisory Agreement
with Clay Finlay") among the Trust, OMCAP, and Clay Finlay, with each to continue in effect through July 31, 2010. On July 14, 2009,
the Board terminated Clay Finlay as a sub-adviser to the China Fund effective at the close of business on July 17, 2009 and
appointed Clough Capital Partners, LP ("Clough") as interim sub-adviser pursuant to an Interim Investment Sub-Advisory Agreement
(the "Interim China Fund Sub-Advisory Agreement with Clough") among the Trust, OMCAP, and Clough to continue in effect until the
earlier to occur of the reorganization of the China Fund into the Clough China Fund or December 14, 2009. On July 28, 2009, the
Board approved Clough as the sub-adviser of the China Fund pursuant to a sub-advisory agreement (the "China Fund Sub-Advisory
Agreement with Clough") among the Trust, OMCAP, and Clough, which will be presented to shareholders for approval at a special
meeting of shareholders on December 7, 2009.
Description of Adviser
Old Mutual Capital, Inc. ("OMCAP" or the "Adviser")
OMCAP was formed and registered as an investment adviser with the Securities and Exchange Commission ("SEC") in May 2004. OMCAP is a
wholly-owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH"), which is a wholly-owned subsidiary of OM Group (UK) Limited,
which, in turn, is a wholly-owned subsidiary of Old Mutual plc., a London-exchange-listed international financial services firm. As
of July 31, 2009, OMCAP managed approximately $2.4 billion in mutual fund assets. OMCAP has served as investment adviser to the
Trust since its inception and is an affiliate of Acadian, Analytic, and Copper Rock through common ownership by OMUSH.
Description of the Sub-Advisers (each, a "Sub-Adviser and, collectively, the "Sub-Advisers")
Acadian, a Delaware limited liability company located at One Post Office Square, 20th Floor, Boston, Massachusetts 02109, has
provided investment management services since 1986. As of July 31, 2009, Acadian had $50.3 billion in assets under management.
Acadian is a majority-owned subsidiary of OMUSH.
Analytic, a California limited liability company located at 555 West Fifth St., 50th Floor, Los Angeles, California 90013, has
provided investment management services since 1970. As of July 31, 2009, Analytic had $9.0 billion in assets under management.
Analytic is a majority-owned subsidiary of OMUSH.
Clay Finlay has discontinued its operations as a registered investment adviser as of July 31, 2009.
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Clough, a Delaware limited partnership, located at One Post Office Square, 40th Floor, Boston, MA 02109, has provided investment
management services since 2000. As of July 31, 2009, Clough had approximately $2.7 billion in assets under management.
Copper Rock, a Delaware limited liability company located at 200 Clarendon Street, 51st Floor, Boston, Massachusetts 02116, has
provided investment management services since 2005. As of July 31, 2009, Copper Rock held discretionary management authority with
respect to approximately $1.6 billion in assets under management. Copper Rock is a majority-owned subsidiary of OMUSH.
Considerations of the Board
This section describes the factors considered by the Board of Trustees of the Trust (the "Board" or the "Trustees") in approving the
renewal of the aforementioned agreements through July 31, 2010 (collectively, the "Renewal Agreements") and in approving the Interim
China Fund Sub-Advisory Agreement with Clough and the China Fund Sub-Advisory Agreement with Clough (collectively, the "Clough
Agreements") (the Renewal Agreements and Clough Agreements are collectively hereafter referred to as the "Agreements").
In determining whether it was appropriate to approve the Agreements, the Board requested information, provided by the Adviser and
each applicable Sub-Adviser, which it believed to be reasonably necessary to reach its conclusion. The Board carefully evaluated
this information and was advised by independent legal counsel with respect to its deliberations. The Board received reports prepared
by Lipper, Inc. ("Lipper"), a mutual fund statistical service, detailing comparative mutual fund advisory fees, expenses levels, and
performance rankings (the "Lipper Report(s)"). In considering the fairness and reasonableness of the Agreements, the Board reviewed
numerous factors, with respect to each applicable Fund separately, including the following:
o the nature of the services to be provided under the Agreements;
o the requirements of each Fund for the services provided by the Adviser and the Sub-Advisers;
o the quality of the services provided, including information contained in the Adviser's and Sub-Advisers' 15(c) responses
and/or the Lipper Report(s) comparing the performance results of the Funds, as well as those of appropriate market indexes;
o the fees payable for the services;
o advisory fee levels compared to other similar investment accounts managed by the Adviser and the Sub-Advisers;
o the total expenses of each Fund compared to those of each Fund's respective peer group;
o the commitment of the Adviser to cap certain Fund expenses through the contractual deferral of advisory fees and/or
reimbursement of expenses, and the fact that the Adviser may seek payment of such deferred fees or reimbursement of such
absorbed expenses within a specified period of time after the fiscal year in which fees were deferred or expenses were
absorbed, subject to the original contractual expense limitation in effect at the time;
o the financial condition of the Adviser and the Sub-Advisers, including financial statements and profitability analyses
provided by each;
o fall-out benefits received by the Adviser and Sub-Advisers, including sources of revenue to the Adviser's affiliates through
administration fees and retention of a portion of the sales charge on Class A shares;
o soft dollar benefits which may enhance the ability of the Adviser or the Sub-Advisers to obtain research and brokerage
services through soft dollar Trust trades which, in turn, may inure to the benefit of their other clients;
o portfolio management statistics such as portfolio turnover and brokerage commission expenses;
o OMCAP's role as Adviser to the Trust, which may add to its prestige and visibility in the investment community and make it
more attractive to potential clients;
o the economies of scale available to the Adviser and the Sub-Advisers and the resulting economies of scale passed on to
shareholders;
o the capabilities of the Adviser and the Sub-Advisers, including personnel resources;
o fees charged by the Adviser to funds, other than those of the Trust, which are managed by the Adviser;
o the contemplated outsourcing of certain administrative functions and related restructuring of OMCAP, which would include,
among other things, a reduction in the number of Funds and personnel;
o current economic and industry trends; and
o the overall balance of shareholder benefits versus Adviser and Sub-Adviser benefits.
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CONSIDERATIONS OF THE BOARD IN APPROVING INVESTMENT
ADVISORY AND INVESTMENT SUB-ADVISORY
AGREEMENTS - concluded (Unaudited)
In addition, in determining whether it was appropriate to approve the Clough Agreements, the Board considered the following:
o the sub-advisory fee to be paid to Clough is the same fee as was paid to Clay Finlay under the China Sub-Advisory Agreement
with Clay Finlay;
o Clough is experienced and possesses significant experience in managing Asian securities;
o Clough's historic investment performance of its managed accounts appeared to be consistent with the Fund's expectations;
o Clough has demonstrated its commitment to provide sufficient staffing resources and capabilities to manage the Fund,
including the retention of personnel with relevant investment management experience;
o Clough's willingness to hire some of the Clay Finlay personnel who are currently responsible for managing the Fund; and
o Clough appears to have high overall quality in terms of its personnel, operations, financial condition, investment management
capabilities, methodologies and performance.
Current management fees and effective management fees after expense limitations were reviewed in the context of the Adviser's costs
of providing services and its profitability. In addition, the Trustees reviewed the Lipper Report(s), comparing a Fund's expense
ratio, advisory fee, and performance with comparable mutual funds. The Trustees reviewed the costs of each Sub-Adviser in providing
the services and the profitability to each Sub-Adviser with respect to each Fund, noting that the Adviser had yet to realize a
profit on the Funds. The Trustees discussed with the Adviser the contemplated restructuring of OMCAP, in which the Adviser would
propose to reduce the number of Funds, reduce personnel, and outsource certain administrative functions. The Trustees were assured
that any such restructuring would not result in any material diminution of the quality of the services that the Adviser provides to
the Funds.
In connection with the approval of the renewal of the Analytic Advisory Agreement and the Analytic Sub-Advisory Agreement, the
Trustees considered the fact that the actual total expenses of the Analytic Fund less distribution ranked the Analytic Fund second
out of a peer group of five funds and that the contractual advisory fee for the Analytic Fund was lower than three funds in the
Fund's peer group and higher than one fund in its peer group. The Trustees considered the fact that the total return performance for
the Analytic Fund for the one-year period ended March 31, 2009 was better than three funds in the Fund's peer group and below one
fund in its peer group and for the three-year period ended March 31, 2009 below the other two funds in the Fund's peer group.
In connection with the approval of the renewal of the Analytic Global Advisory Agreement and the Analytic Global Sub-Advisory
Agreement, the Trustees considered the fact that the actual total expenses of the Analytic Global Fund less distribution ranked the
Analytic Global Fund fifth out of a peer group of seven funds and that the contractual advisory fee for the Analytic Global Fund was
lower than three funds in the Fund's peer group and higher than three funds in its peer group. The Trustees considered the fact that
the total return performance for the Analytic Global Fund for the one-year period ended March 31, 2009 was better than two funds in
the Fund's peer group but below four funds in its peer group and since inception was below the other two funds in its peer group.
The Board considered the continuing efforts of the Adviser with respect to performance.
In connection with the approval of the renewal of the Emerging Growth Advisory Agreement and the Emerging Growth Sub-Advisory
Agreement, the Trustees considered the fact that the actual total expenses of the Emerging Growth Fund less distribution ranked the
Emerging Growth Fund eighth out of a peer group of sixteen funds and that the contractual advisory fee for the Emerging Growth Fund
was lower than nine funds in the Fund's peer group and higher than six funds in its peer group. The Trustees considered the fact
that the total return performance for the Emerging Growth Fund for the one-year period ended March 31, 2009 was better than seven
funds in the Fund's peer group and below eight funds in its peer group, for the three-year period ended March 31, 2009 better than
seven funds in the Fund's peer group and below seven funds in its peer group, and since inception better than seven funds in the
Fund's peer group and below five funds in its peer group.
In connection with the approval of the renewal of the International Equity Advisory Agreement and the International Equity
Sub-Advisory Agreements, the Trustees considered the fact that the actual total expenses of the International Equity Fund less
distribution ranked the International Equity Fund sixth out of a peer group of ten funds and that the contractual advisory fee for
the International Equity Fund was lower than two funds in the Fund's peer group but higher than seven funds in its peer group. The
Trustees considered the fact that the total return performance for the International Equity Fund for the one-year period ended March
31, 2009 was better than one fund in the Fund's peer group but below eight funds in its peer group and for the three-year period
ended March 31, 2009 and since inception better than one fund in the Fund's peer group but below four funds in its peer group. The
Board considered the continuing efforts of the Adviser with respect to performance.
92
In connection with the approval of the renewal of the China Advisory Agreement and the China Sub-Advisory Agreement, the Trustees
considered the fact that the actual total expenses of the China Fund less distribution ranked the China Fund ninth out of a peer
group of ten funds and that the contractual advisory fee for the China Fund was higher than the other nine funds in its peer group.
The Board considered the continuing efforts of the Adviser with respect to expenses. The Trustees considered the fact that the total
return performance for the China Fund for the one-year period ended March 31, 2009 was better than the other nine funds in the
Fund's peer group, for the three-year period ended March 31, 2009 better than six funds in the Fund's peer group and below one fund
in its peer group, and since inception better than the other six funds in the Fund's peer group.
Board Approvals
The Board reviewed additional information provided by the Adviser and the Sub-Advisers. Following extended discussions concerning
this information, the Board determined that the Agreements were reasonable in light of the nature and the quality of the services
provided, and that approval of the agreements was consistent with the best interests of each Fund, as applicable, and shareholders.
The Board, including all of the trustees who are not "interested persons" of the Trust, voting separately at meetings held
in-person, unanimously approved the Agreements on the basis of the foregoing review and discussions. The Board concluded, among
other things:
o that the level of fees to be charged by the Adviser to the Funds is comparable to the fees charged by the Adviser to the
other similar funds it advises, as well as to fees charged by other investment advisers and investment sub-advisers to other
funds with similar investment strategies, and is therefore reasonable, considering the services provided by the Adviser and
the Sub-Advisers;
o that each Fund's performance was competitive with that of its performance peer group;
o that Acadian, Analytic, Clay Finlay, and Copper Rock are under common control with the Adviser, which allows for greater
coordination and monitoring of the nature and quality of sub-advisory services;
o that the Adviser's willingness to voluntarily defer its fees and reimburse expenses to reduce Fund expenses indicates a high
level of commitment on the part of the Adviser;
o that the profitability of each Fund to the Adviser and applicable Sub-Adviser, when positive, was reasonable in light of all
the circumstances;
o that the Advisory Agreements (with respect to each Fund except the Analytic Fund and the Emerging Growth Fund) contains
breakpoints, which will allow shareholders to realize economies of scale as the Funds' assets increase;
o that certain economies of scale factor in approving the Agreements at the present time, but, that because of the Copper Rock
Fund's capacity constraints and the Analytic Fund's and Analytic Global Fund's complexity and the level of oversight required
with respect thereto, it was premature to consider economies of scale as a factor in approving the renewal of the Advisory
Agreements with respect to such Funds;
o that the Adviser and Sub-Advisers are experienced and possess significant experience in managing particular asset classes;
o that the Adviser and the Sub-Advisers have demonstrated their commitment to provide sufficient staffing resources and
capabilities to manage the Funds, including the retention of personnel with relevant investment management experience;
o that the Adviser and Sub-Advisers appear to have overall high quality in terms of their personnel, operations, financial
condition, investment management capabilities, methodologies and performance;
o that the administrative fees are competitive;
o that the sales charge for Class A shares, of which the Adviser's affiliated broker-dealer retained only a portion, was
competitive; and
o that the receipt of research and brokerage services through soft dollar Trust trades would strengthen the investment
management resources of the Adviser, which might ultimately benefit the Funds, as well as other funds within the Trust and in
the Old Mutual complex.
93
FOR MORE INFORMATION
For investors who want more information about Old Mutual Funds I, please contact us at:
| By Telephone:
|
| 888.772.2888
|
| By Mail:
|
| Old Mutual Funds I
| P.O. Box 219534
| Kansas City, Missouri 64121-9534
|
| Via the Internet:
|
| oldmutualfunds.com
This annual report is intended for the information of Old Mutual
Funds I shareholders, but may be used by prospective investors
when preceded or accompanied by a current prospectus. You
may obtain a copy of the prospectus, which contains important
information about the objectives, risks, share classes, charges and
expenses of Old Mutual Funds I, by visiting oldmutualfunds.com
or by calling 888.772.2888. Please read the prospectus carefully
before investing.
[OLD MUTUAL LOGO]
Funds distributed by Old Mutual Investment Partners
R-09-570 09/2009
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.
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.
