Julian F. Sluyters
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2010
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 3
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) 4
Old Mutual Asset Allocation Balanced Portfolio
Class A (OMABX), Class C (OMBCX), Class Z (OMBZX), Institutional Class (OMBLX) 8
Old Mutual Asset Allocation Moderate Growth Portfolio
Class A (OMMAX), Class C (OMMCX), Class Z (OMMZX), Institutional Class (OMMIX) 12
Old Mutual Asset Allocation Growth Portfolio
Class A (OMGAX), Class C (OMCGX), Class Z (OMGZX), Institutional Class (OMGIX) 16
Statements of Assets and Liabilities 21
Statements of Operations 22
Statements of Changes in Net Assets 23
Financial Highlights 24
Notes to Financial Statements 27
Report of Independent Registered Public Accounting Firm 39
Notice to Shareholders 40
Proxy Voting and Portfolio Holdings 41
Fund Expenses Example 42
Board of Trustees and Officers of the Trust 44
Board Review and Approval of Investment
Management and Sub-Advisory Agreements 46
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 was applied or the investment was not redeemed. Performance with load assumes
that a front-end or contingent deferred sales charge was 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, 2010, 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 or security 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, 2010 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 total return figures for the Morgan Stanley Capital International ("MSCI") EAFE®
Index assume changes 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:
Barclays Capital 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 May 2010, the MSCI EAFE Index consisted of the following 22
developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland,
Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United
Kingdom.
1
ABOUT THIS REPORT - concluded
Standard & Poor's Composite 1500
The unmanaged Standard & Poor's Composite 1500 ("S&P Composite 1500") is a broad-based, capitalization-weighted index comprising
1,500 stocks of large-cap, mid-cap and small-cap U.S. companies.
Index returns and statistical data included in this report are provided by Bloomberg, FactSet and Barclays Capital.
2
MESSAGE TO SHAREHOLDERS
Dear Shareholder:
At the beginning of the fiscal year, investors saw stock markets around the world climb higher. There were signs that an economic
recovery was intact and that the recession may be over. By autumn of 2009, there were reports that U.S. home sales were stronger
than expected and the Federal Reserve Board vowed to keep interest rates low. In fact, the third and fourth quarters of 2009 were
not only good for the major market indexes, but for small-caps specifically. As history has shown, small-cap stocks tend to recover
more quickly coming out of a recession and outperform their large-cap counterparts. This held true as the small-cap segment posted
its best start to the calendar year since 2006. However, the upward trajectory came to an abrupt end in May and June of 2010, and
there was a strong reversal in the markets' positive strength. This was due in large part to the sell-off that began in late April
when fears took hold that some heavily indebted European countries, such as Greece, may default on their sovereign debt. Even the
small-cap markets, which had such a strong showing during the first quarter of 2010, experienced their worst second calendar-year
quarter in history, though they still managed to outperform large-caps. It wasn't until July, the final month of the 12-month
reporting period, that markets rebounded.
While the economic picture may be muddled, Old Mutual Capital, Inc. believes that the likelihood of a second recession coming to
fruition is relatively low, though investors may remain cautious of the potential for a double-dip recession. That said, Old Mutual
Capital, Inc. believes that investors will begin to focus on important long-term drivers of growth - valuation, earnings and
quality - and, going forward, there may be significant opportunities for active stock selection in those higher-quality companies
with improving earnings.
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
3
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, 2010, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the
"Fund") returned 10.27% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S.
Aggregate Index returned 8.91%.
o Except for the MSCI EAFE Index and the Fund's cash position, each asset class exceeded Ibbotson's long-run annual
expectations. Specifically, the Fund's 7% allocation to high-yield bonds helped performance.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Dwight High Yield Fund and Old Mutual Dwight Intermediate Fixed Income
Fund were the largest contributors to overall performance.
o Old Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual TS&W Small Cap Value Fund and
Old Mutual Copper Rock Emerging Growth Fund contributed the least to overall performance.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the
"Fund") returned 10.27% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S.
Aggregate Index returned 8.91%. Performance for all share classes can be found on page 6.
Q. What investment environment did the Fund face during the past year?
A. At the beginning of the fiscal year, Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, indicated that
it was thrilled to see that the "crisis" part of the larger financial crisis seemed to be over. Over the next twelve months,
the U.S. equity market was up 13.84% as measured by the S&P 500, while international equities rose 6.26% as gauged by the MSCI
EAFE Index. As noted above, the Barclays Capital U.S. Aggregate Index, the most popular measure of the performance of the U.S.
bond market, returned 8.91% for the 12-month period. Within the U.S. market, all styles and market capitalizations provided
strong positive returns for the fiscal year.
Although returns were positive for the period overall, there were three strong pullbacks in equities during the fiscal year.
First, the months of October, January, May and June were strongly negative months that demonstrated the skittishness of
investors. Second, a series of bad datapoints during the second quarter of 2010 changed market sentiment rather dramatically,
with many economists declaring that the massive stimulus had failed to jumpstart the private sector. Third, fixed asset
returns were much steadier as interest rates remained low and the yield curve dropped from its already low level.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund generally strives for a 30% equity and a 70% fixed income allocation. The Fund typically allocates assets across a
total of 12 equity and bond asset classes.
Except for the MSCI EAFE Index (non-U.S. developed stocks) and the Fund's cash position, each asset class exceeded Ibbotson's
long-run annual expectations, providing a welcome return to positive returns from the losses of the previous two fiscal years.
The Fund's 7% allocation to high-yield bonds helped performance as default rates for risky bonds did not climb to the high
levels that many predicted at the beginning of the period.
The U.S. dollar appreciated relative to the euro by over 20% from December through May, leading the MSCI EAFE Index to trail
the S&P 500 by 11%, and non-U.S. bonds to underperform similar to U.S. bonds over the same period. This detracted from
relative returns as approximately 8% of the Fund was allocated to non-U.S. equities. One driver of the euro's depreciation was
concern over the debt of Greece and its neighbors, which brought into question the future of the European Union (EU) and its
currency. Much of the first quarter was dominated by concerns of a European sovereign default on the back of increasing debt
to gross domestic product and fiscal tightening required by the EU. Greece, Portugal and Ireland saw their debt come under
significant pressure in the first quarter for their lack of fiscal discipline, while Spain and Italy also suffered on similar
concerns, but to a lesser degree.
At the beginning of 2010, inflation was a major concern, but as unemployment and industrial capacity utilization figures
continued to remain high throughout the year, deflationary forces started to grab headlines. The yield curve dropped during
the year, fueling healthy bond returns for investors and record-low mortgage rates for consumers.
Asset Allocation Conservative Portfolio
4
In Ibbotson's tactical asset allocation program, the Fund started the period with no over- or underweights. In November 2009, as
concern grew about the uncertain economic picture and relatively pricey stock valuations, Ibbotson elected to increase the weight
of more established companies in the Fund. An overweight of U.S. large-cap stocks and an underweight of U.S. small-cap stocks were
implemented, both of which were still in place at the end of this fiscal year. This shift has worked against the Fund so far, as
small-cap valuations have remained high relative to large-caps. In March 2010, Ibbotson continued to see problems, including
stretched equity valuations, weak consumers, unemployment, housing prices, weak governments, higher taxes, increased regulations
and trade barriers, and an end to easy government money. As such, Ibbotson elected to underweight U.S. equities and overweight U.S.
bonds. This shift helped relative performance as the Fund avoided a portion of the May and June equity sell-off.
Q. How did portfolio composition affect relative Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portion 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 High Yield Fund and Old Mutual Dwight Intermediate Fixed Income Fund were the largest contributors to overall
performance. Old Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual TS&W Small Cap
Value Fund and Old Mutual Copper Rock Emerging Growth Fund contributed the least to overall performance.
Q. What is the investment outlook?
A. At the end of the first quarter of 2010, there was speculation that the National Bureau of Economic Research's Business Cycle
Dating Committee was only one good datapoint away from declaring the end of the recession that began in December 2007. A
series of bad datapoints over the second quarter of 2010 changed market sentiment rather dramatically, with many economists
declaring that the massive stimulus had failed to jumpstart the private sector. Ibbotson believes that the most likely
outcomes include a slower-than-expected recovery, a continuation of the Great Recession, or a double-dip recession.
The market's newfound pessimism seems to be more in-line with Ibbotson's view of the economy and concerns about substantial
economic headwinds. In Ibbotson's view, the primary hurdles to the economic recovery continue to be: unemployed consumers with
weak balance sheets; large fiscal deficits and debts (which have left governments with little room to maneuver in the face of
new or continuing crises); a weak housing market coupled with a second wave of mortgage resets; lack of available credit;
increased government regulation and taxes; increased global protectionism; and the end of "easy money."
The decline in most equity markets during the second quarter of 2010 helped to partially mitigate Ibbotson's concerns of
severe equity market overvaluations. Over the long term, given the extremely low yields on bonds, Ibbotson believes it is
unlikely that bonds will outperform stocks over the next decade.
Ibbotson notes the growing global push for fiscal austerity is more likely to result in deflation, rather than inflation, as
the U.S. cuts government spending and increases taxes. Furthermore, Ibbotson points out that the dire state of the job market
should keep both wage growth and inflation low in the short term (in the long term, money supply is a more important
determinant of inflation). On the prospect of the Federal Reserve Board raising interest rates, Ibbotson notes that one only
need consider the central bank's dual mandate of maintaining employment and anchoring inflation to realize that it may be some
time before Federal Reserve Board Chairman Ben Bernanke feels compelled to raise rates.
Top Ten Holdings
as of July 31, 2010
Old Mutual Barrow Hanley
Core Bond Fund 37.3%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 16.0%
___________________________________________________________________________________
Old Mutual Dwight Short
Term Fixed Income Fund 12.4%
___________________________________________________________________________________
Old Mutual Dwight High
Yield Fund 6.4%
___________________________________________________________________________________
Old Mutual International
Equity Fund 6.4%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 5.3%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap
Value Fund 4.8%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 4.4%
___________________________________________________________________________________
Old Mutual Focused Fund 2.8%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 1.5%
___________________________________________________________________________________
As a % of Total
Fund Investments 97.3%
___________________________________________________________________________________
Asset Allocation Conservative Portfolio
5
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 3.94% 3.24% 3.86%
Class A without load 09/30/04 10.27% 4.47% 4.92%
Class C with load 09/30/04 8.37% 3.69% 4.15%
Class C without load 09/30/04 9.37% 3.69% 4.15%
Class Z 12/09/05 10.54% n/a 4.88%
Institutional Class 09/30/04 10.52% 4.73% 5.19%
S&P Composite 1500 09/30/04 14.73% 0.08% 2.28%
Barclays Capital U.S. Aggregate Index 09/30/04 8.91% 5.96% 5.54%
____________________________________________________________________________________________________________________________________
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 prospectus dated November 19, 2009) are 1.65% and 1.40%; 2.33% and 2.15%; 8.56% and 1.15%; and
2.22% and 1.15%, respectively.
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 Composite 1500 | 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 | |
| 7/31/10 | 12,472 | 12,674 | 13,429 | 11,404 | 13,696 | |
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, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Corporate/Preferred-High Yield | 6.4% | |
| Government/Corporate | 65.7% | |
| Growth | 1.5% | |
| Growth & Income-Large Cap | 2.8% | |
| Growth-Large Cap | 4.4% | |
| International Equity | 6.4% | |
| Market Neutral-Equity | 1.3% | |
| Cash Equivalents | 0.7% | |
| Value | 5.3% | |
| Value-Mip Cap | 4.8% | |
| Value-Small Cap | 0.7% | |
6
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 99.5% Money Market Fund - 0.7%
Dreyfus Cash Management Fund,
Corporate/Preferred-High Yield - 6.4% Institutional Class, 0.243% (A) 299,814 $ 300
Old Mutual Dwight High Yield Fund 262,299 $ 2,793 ______________
______________
Total Money Market Fund (Cost $300) 300
Total Corporate/Preferred-High Yield 2,793 _____________________________________________________________________
_____________________________________________________________________
Total Investments - 100.2% (Cost $41,430) 43,518
Government/Corporate - 65.9% _____________________________________________________________________
Old Mutual Barrow Hanley
Core Bond Fund 1,508,998 16,237 Other Assets and Liabilities, Net - (0.2)% (105)
Old Mutual Dwight Intermediate _____________________________________________________________________
Fixed Income Fund 664,863 6,954
Old Mutual Dwight Short Term Total Net Assets - 100.0% $ 43,413
Fixed Income Fund 536,393 5,417 _____________________________________________________________________
______________
For descriptions of abbreviations and footnotes, please refer to
Total Government/Corporate 28,608 page 20.
_____________________________________________________________________
Other Information:
Growth - 1.5%
Old Mutual Copper Rock Emerging The Fund utilizes various inputs in determining the value of its
Growth Fund* 76,646 674 investments as of the reporting period end. These inputs are
______________ summarized in three broad levels as follows:
Total Growth 674 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
Growth & Income-Large Cap - 2.8% speeds, credit risk, etc.)
Old Mutual Focused Fund 63,125 1,200 Level 3 - significant unobservable inputs (including the Fund's own
______________ assumptions in determining the fair value of investments)
Total Growth & Income-Large Cap 1,200 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, 2010
Growth-Large Cap - 4.4% in valuing the Fund's net assets were as follows (000):
Old Mutual Large Cap Growth Fund 122,298 1,896
______________ Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Total Growth-Large Cap 1,896
_____________________________________________________________________ Investments
Affiliated Mutual Funds $43,218 $- $- $43,218
International Equity - 6.4% Money Market Fund 300 - - 300
Old Mutual International Equity Fund 343,495 2,769 _____________________________________________________________________
______________
Total Investments $43,518 $- $- $43,518
Total International Equity 2,769 _____________________________________________________________________
_____________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further
Market Neutral-Equity - 1.3% information.
Old Mutual Analytic U.S.
Long/Short Fund 57,509 584
______________
Total Market Neutral-Equity 584
_____________________________________________________________________
Value - 5.3%
Old Mutual Barrow Hanley Value Fund 401,656 2,285
______________
Total Value 2,285
_____________________________________________________________________
Value-Mid Cap - 4.8%
Old Mutual TS&W Mid-Cap Value Fund 272,503 2,104
______________
Total Value-Mid Cap 2,104
_____________________________________________________________________
Value-Small Cap - 0.7%
Old Mutual TS&W Small Cap Value Fund 19,527 305
______________
Total Value-Small Cap 305
______________
Total Affiliated Mutual Funds (Cost $41,130) 43,218
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
7
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, 2010, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the "Fund")
returned 10.99% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S. Aggregate Index
returned 8.91%.
o Except for the MSCI EAFE Index and the Fund's cash position, each asset class exceeded Ibbotson's long-run annual
expectations. Specifically, the Fund's 4% allocation to high-yield bonds and 2% allocation to REITs boosted performance.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual International Equity Fund and Old Mutual Barrow Hanley Value Fund were
among the largest contributors to overall performance.
o Old Mutual Dwight Short Term Fixed Income Fund, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual Growth Fund
(reorganized into Old Mutual Focused Fund in December 2009) were among those that contributed the least to overall
performance.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the "Fund")
returned 10.99% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S. Aggregate Index
returned 8.91%. Performance for all share classes can be found on page 10.
Q. What investment environment did the Fund face during the past year?
A. At the beginning of the fiscal year, Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, indicated that
it was thrilled to see that the "crisis" part of the larger financial crisis seemed to be over. Over the next 12 months, the
U.S. equity market was up 13.84% as measured by the S&P 500, while international equities rose 6.26% as gauged by the MSCI
EAFE Index. As noted above, the Barclays Capital U.S. Aggregate Index, the most popular measure of the performance of the U.S.
bond market, returned 8.91% for the 12-month period. Within the U.S. market, all styles and market capitalizations provided
strong positive returns for the fiscal year.
Although returns were positive for the period overall, there were three strong pullbacks in equities during the fiscal year.
First, the months of October, January, May and June were strongly negative months that demonstrated the skittishness of
investors. Second, a series of bad datapoints during the second quarter of 2010 changed market sentiment rather dramatically,
with many economists declaring that the massive stimulus had failed to jumpstart the private sector. Third, fixed asset
returns were much steadier as interest rates remained low and the yield curve dropped from its already low level.
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 typically allocates assets across a
total of 15 equity and bond asset classes.
Except for the MSCI EAFE Index (non-U.S. developed stocks) and the Fund's cash position, each asset class exceeded Ibbotson's
long-run annual expectations, providing a welcome return to positive returns from the losses of the previous two fiscal years.
The Fund's 4% allocation to high-yield bonds helped performance, as default rates for risky bonds did not climb to the high
levels that many predicted at the beginning of the period. The Fund's 2% allocation to U.S. REITs boosted performance, as U.S.
REITs were the best-performing asset class this period, bouncing back from being the largest underperformer last period.
The U.S. dollar appreciated relative to the euro by over 20% from December through May, leading the MSCI EAFE Index to trail
the S&P 500 by 11%, and non-U.S. bonds to underperform similar to U.S. bonds over the same period. This detracted from the
Fund's relative performance as approximately 16% of the Fund was allocated to non-U.S. equities. One driver of the euro's
depreciation was concern over the debt of Greece and its neighbors, which brought into question the future of the European
Union (EU) and its currency. Much of the first quarter was dominated by concerns of a European sovereign default on the back
of increasing debt to gross domestic product and fiscal tightening required by the EU. Greece, Portugal and Ireland saw their
debt come under significant pressure in the first quarter for their lack of fiscal discipline, while Spain and Italy also
suffered on similar concerns, but to a lesser degree.
At the beginning of 2010, inflation was a major concern, but as unemployment and industrial capacity utilization figures
continued to remain high throughout the year, deflationary forces started to grab headlines. The yield curve dropped during
the year, fueling healthy bond returns for investors and record-low mortgage rates for consumers.
Asset Allocation Balanced Portfolio
8
In Ibbotson's tactical asset allocation program, the Fund started the period with no over- or underweights. In November 2009,
as concern grew about the uncertain economic picture and relatively pricey stock valuations, Ibbotson elected to increase the
weight of more established companies in the Fund. An overweight of U.S. large-cap stocks and an underweight of U.S. small-cap
stocks were implemented, both of which were still in place at the end of this fiscal year. This shift has worked against the
Fund so far, as small-cap valuations have remained high relative to large-caps. In March 2010, Ibbotson continued to see
problems, including stretched equity valuations, weak consumers, unemployment, housing prices, weak governments, higher taxes,
increased regulations and trade barriers, and an end to easy government money. As such, Ibbotson elected to underweight U.S.
equities and overweight U.S. bonds. This shift helped relative performance as the Fund avoided a portion of the May and June
equity sell-off.
Q. How did portfolio composition affect relative 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
International Equity Fund and Old Mutual Barrow Hanley Value Fund were among the largest contributors to overall performance.
Old Mutual Dwight Short Term Fixed Income Fund, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual Growth Fund
(reorganized into Old Mutual Focused Fund in December 2009) were among those that contributed the least to overall
performance.
Q. What is the investment outlook?
A. At the end of the first quarter of 2010, there was speculation that the National Bureau of Economic Research's Business Cycle
Dating Committee was only one good datapoint away from declaring the end of the recession that began in December 2007. A
series of bad datapoints over the second quarter of 2010 changed market sentiment rather dramatically, with many economists
declaring that the massive stimulus had failed to jumpstart the private sector. Ibbotson believes that the most likely
outcomes include a slower-than-expected recovery, a continuation of the Great Recession, or a double-dip recession.
The market's newfound pessimism seems to be more in-line with Ibbotson's view of the economy and concerns about substantial
economic headwinds. In Ibbotson's view, the primary hurdles to the economic recovery continue to be: unemployed consumers with
weak balance sheets; large fiscal deficits and debts (which have left governments with little room to maneuver in the face of
new or continuing crises); a weak housing market coupled with a second wave of mortgage resets; lack of available credit;
increased government regulation and taxes; increased global protectionism; and the end of "easy money."
The decline in most equity markets during the second quarter of 2010 helped to partially mitigate Ibbotson's concerns of
severe equity market overvaluations. Over the long term, given the extremely low yields on bonds, Ibbotson believes it is
unlikely that bonds will outperform stocks over the next decade.
Ibbotson notes the growing global push for fiscal austerity is more likely to result in deflation, rather than inflation, as
the U.S. cuts government spending and increases taxes. Furthermore, Ibbotson points out that the dire state of the job market
should keep both wage growth and inflation low in the short term (in the long term, money supply is a more important
determinant of inflation). On the prospect of the Federal Reserve Board raising interest rates, Ibbotson notes that one only
need consider the central bank's dual mandate of maintaining employment and anchoring inflation to realize that it may be some
time before Federal Reserve Board Chairman Ben Bernanke feels compelled to raise rates.
Top Ten Holdings
as of July 31, 2010
Old Mutual Barrow
Hanley Core Bond Fund 26.0%
___________________________________________________________________________________
Old Mutual International
Equity Fund 13.5%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Value Fund 12.7%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 7.5%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 6.9%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 6.0%
___________________________________________________________________________________
Old Mutual Dwight Short
Term Fixed Income Fund 6.0%
___________________________________________________________________________________
Old Mutual Focused Fund 5.5%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 5.1%
___________________________________________________________________________________
Old Mutual Dwight
High Yield Fund 3.7%
___________________________________________________________________________________
As a % of Total
Fund Investments 92.9%
___________________________________________________________________________________
Asset Allocation Balanced Portfolio
9
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 4.57% 1.81% 3.35%
Class A without load 09/30/04 10.99% 3.01% 4.40%
Class C with load 09/30/04 9.19% 2.25% 3.65%
Class C without load 09/30/04 10.19% 2.25% 3.65%
Class Z 12/09/05 11.25% n/a 3.02%
Institutional Class 09/30/04 11.29% 3.24% 4.65%
S&P Composite 1500 09/30/04 14.73% 0.08% 2.28%
Barclays Capital U.S. Aggregate Index 09/30/04 8.91% 5.96% 5.54%
____________________________________________________________________________________________________________________________________
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 prospectus dated November 19, 2009) are 1.70% and 1.55%; 2.42% and 2.30%; 2.32% and 1.30%; and
1.49% and 1.30%, respectively.
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 Composite 1500 | 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 | |
| 7/31/10 | 12,118 | 12,328 | 13,039 | 11,404 | 13,696 | |
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, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.6% | |
| Corporate/Preferred-High Yield | 3.7% | |
| Government/Corporate | 38.0% | |
| Growth | 1.9% | |
| Growth & Income-Large Cap | 5.5% | |
| Growth & Income-Small Cap | 0.1% | |
| Growth-Large Cap | 7.5% | |
| International Equity | 13.5% | |
| Market Neutral-Equity | 2.1% | |
| Sector Fund-Real Estate | 2.4% | |
| Value | 12.7% | |
| Value-Mip Cap | 6.9% | |
| Value-Small Cap | 5.1% | |
10
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1)- 99.6% Value-Mid Cap - 6.9%
Corporate/Preferred-High Yield - 3.7% Old Mutual TS&W
Old Mutual Dwight High Yield Fund 287,718 $ 3,064 Mid-Cap Value Fund 731,256 $ 5,645
______________ ______________
Total Corporate/Preferred-High Yield 3,064 Total Value-Mid Cap 5,645
_____________________________________________________________________ _____________________________________________________________________
Government/Corporate - 38.1% Value-Small Cap - 5.1%
Old Mutual Barrow Hanley Old Mutual TS&W
Core Bond Fund 1,974,883 21,250 Small Cap Value Fund 267,761 4,177
Old Mutual Dwight Intermediate ______________
Fixed Income Fund 472,038 4,937
Old Mutual Dwight Short Term Total Value-Small Cap 4,177
Fixed Income Fund 488,561 4,934 ______________
______________
Total Affiliated Mutual Funds (Cost $81,964) 81,446
Total Government/Corporate 31,121 _____________________________________________________________________
_____________________________________________________________________
Money Market Fund - 0.6%
Growth - 1.9% Dreyfus Cash Management Fund,
Old Mutual Copper Rock Emerging Institutional Class, 0.243% (A) 466,667 467
Growth Fund* 172,022 1,514 ______________
______________
Total Money Market Fund (Cost $467) 467
Total Growth 1,514 _____________________________________________________________________
_____________________________________________________________________
Total Investments - 100.2% (Cost $82,431) 81,913
Growth & Income-Large Cap - 5.5% _____________________________________________________________________
Old Mutual Focused Fund 238,411 4,532
______________ Other Assets and Liabilities, Net - (0.2)% (165)
_____________________________________________________________________
Total Growth & Income-Large Cap 4,532
_____________________________________________________________________ Total Net Assets - 100.0% $ 81,748
_____________________________________________________________________
Growth & Income-Small Cap - 0.1%
Old Mutual Strategic Small For descriptions of abbreviations and footnotes, please refer to
Company Fund 9,521 86 page 20.
______________
Other Information:
Total Growth & Income-Small Cap 86
_____________________________________________________________________ The Fund utilizes various inputs in determining the value of its
investments as of the reporting period end. These inputs are
Growth-Large Cap - 7.5% summarized in three broad levels as follows:
Old Mutual Large Cap Growth Fund 395,851 6,136
______________ Level 1 - quoted prices in active markets for identical securities
Level 2 - other significant observable inputs (including quoted
Total Growth-Large Cap 6,136 prices for similar securities, interest rates, prepayment
_____________________________________________________________________ speeds, credit risk, etc.)
Level 3 - significant unobservable inputs (including the Fund's own
International Equity - 13.5% assumptions in determining the fair value of investments)
Old Mutual International Equity Fund 1,367,106 11,019
______________ The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in
Total International Equity 11,019 those securities. A summary of the inputs used as of July 31, 2010 in
_____________________________________________________________________ valuing the Fund's net assets were as follows (000):
Market Neutral-Equity - 2.2% Description Level 1 Level 2 Level 3 Total
Old Mutual Analytic U.S. _____________________________________________________________________
Long/Short Fund 173,171 1,758
______________ Investments
Affiliated Mutual Funds $81,446 $- $- $81,446
Total Market Neutral-Equity 1,758 Money Market Fund 467 - - 467
_____________________________________________________________________ _____________________________________________________________________
Sector Fund-Real Estate - 2.4% Total Investments $81,913 $- $- $81,913
Old Mutual Heitman REIT Fund 269,342 1,988 _____________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further
Total Sector Fund-Real Estate 1,988 information.
_____________________________________________________________________
Value - 12.7%
Old Mutual Barrow Hanley Value Fund 1,828,878 10,406
______________
Total Value 10,406
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
11
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, 2010, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio (the
"Fund") returned 11.52% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S.
Aggregate Index returned 8.91%.
o Except for the MSCI EAFE Index,each asset class exceeded Ibbotson's long-run annual expectations. Specifically, the Fund's 4%
allocation to U.S. REITs boosted performance, as U.S. REITs were the best-performing asset class this period.
o Old Mutual International Equity Fund, Old Mutual Barrow Hanley Value Fund and Old Mutual Barrow Hanley Core Bond Fund were
among the largest contributors to overall performance.
o Old Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual Copper Rock Emerging Growth
Fund and Old Mutual Dwight Short Term Fixed Income Fund (no longer a Fund holding) were among those that contributed the least
to overall performance.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio (the
"Fund") returned 11.52% at net asset value, while the S&P Composite 1500 returned 14.73% and the Barclays Capital U.S.
Aggregate Index returned 8.91%. Performance for all share classes can be found on page 14.
Q. What investment environment did the Fund face during the past year?
A. At the beginning of the fiscal year, Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, indicated that
it was thrilled to see that the "crisis" part of the larger financial crisis seemed to be over. Over the next 12 months, the
U.S. equity market was up 13.84% as measured by the S&P 500, while international equities rose 6.26% as gauged by the MSCI
EAFE Index. As noted above, the Barclays Capital U.S. Aggregate Index, the most popular measure of the performance of the U.S.
bond market, returned 8.91% for the 12-month period. Within the U.S. market, all styles and market capitalizations provided
strong positive returns for the fiscal year.
Although returns were positive for the period overall, there were three strong pullbacks in equities during the fiscal year.
First, the months of October, January, May and June were strongly negative months that demonstrated the skittishness of
investors. Second, a series of bad datapoints during the second quarter of 2010 changed market sentiment rather dramatically,
with many economists declaring that the massive stimulus had failed to jumpstart the private sector. Third, fixed asset
returns were much steadier as interest rates remained low and the yield curve dropped from its already low level.
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 typically allocates assets across a
total of 13 equity and bond asset classes.
Except for the MSCI EAFE Index (non-U.S. developed stocks), each asset class exceeded Ibbotson's long-run annual expectations,
providing a welcome return to positive returns from the losses of the previous two fiscal years. The Fund's 4% allocation to
U.S. REITs boosted performance, as U.S. REITs were the best-performing asset class during this period, bouncing back from
being the largest underperformer last period.
The U.S. dollar appreciated relative to the euro by over 20% from December through May, leading the MSCI EAFE Index to trail
the S&P 500 by 11% over this period. This detracted from relative returns, as approximately 22% of the Fund's portfolio is
allocated to non-U.S. equities. One driver of the euro's depreciation was concern over the debt of Greece and its neighbors,
which brought into question the future of the European Union (EU) and its currency. Much of the first quarter was dominated by
concerns of a European sovereign default on the back of increasing debt to gross domestic product and fiscal tightening
required by the EU. Greece, Portugal and Ireland saw their debt come under significant pressure in the first quarter for their
lack of fiscal discipline, while Spain and Italy also suffered on similar concerns, but to a lesser degree.
At the beginning of 2010, inflation was a major concern, but as unemployment and industrial capacity utilization figures
continued to remain high throughout the year, deflationary forces started to grab headlines. The yield curve dropped during
the year, fueling healthy bond returns for investors and record-low mortgage rates for consumers.
Asset Allocation
Moderate Growth Portfolio
12
In Ibbotson's tactical asset allocation program, the Fund started the period with no over- or underweights. In November 2009,
as concern grew about the uncertain economic picture and relatively pricey stock valuations, Ibbotson elected to increase the
weight of more established companies in the Fund. An overweight of U.S. large-cap stocks and an underweight of U.S. small-cap
stocks were implemented, both of which were still in place at the end of this fiscal year. This shift has worked against the
Fund so far, as small-cap valuations have remained high relative to large-caps. In March 2010, Ibbotson continued to see
problems, including stretched equity valuations, weak consumers, unemployment, housing prices, weak governments, higher taxes,
increased regulations and trade barriers, and an end to easy government money. As such, Ibbotson elected to underweight U.S.
equities and overweight U.S. bonds. This shift helped relative performance as the Fund avoided a portion of the May and June
equity sell-off.
Q. How did portfolio composition affect relative 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 International Equity Fund, Old Mutual
Barrow Hanley Value Fund and Old Mutual Barrow Hanley Core Bond Fund were among the largest contributors to overall
performance. Old Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual Copper Rock
Emerging Growth Fund and Old Mutual Dwight Short Term Fixed Income Fund (no longer a Fund holding) were among those that
contributed the least to overall performance.
Q. What is the investment outlook?
A. At the end of the first quarter of 2010, there was speculation that the National Bureau of Economic Research's Business Cycle
Dating Committee was only one good datapoint away from declaring the end of the recession that began in December 2007. A
series of bad datapoints over the second quarter of 2010 changed market sentiment rather dramatically, with many economists
declaring that the massive stimulus had failed to jumpstart the private sector. Ibbotson believes that the most likely
outcomes include a slower-than-expected recovery, a continuation of the Great Recession, or a double-dip recession.
The market's newfound pessimism seems to be more in-line with Ibbotson's view of the economy and concerns about substantial
economic headwinds. In Ibbotson's view, the primary hurdles to the economic recovery continue to be: unemployed consumers with
weak balance sheets; large fiscal deficits and debts (which have left governments with little room to maneuver in the face of
new or continuing crises); a weak housing market coupled with a second wave of mortgage resets; lack of available credit;
increased government regulation and taxes; increased global protectionism; and the end of "easy money."
The decline in most equity markets during the second quarter of 2010 helped to partially mitigate Ibbotson's concerns of
severe equity market overvaluations. Over the long term, given the extremely low yields on bonds, Ibbotson believes it is
unlikely that bonds will outperform stocks over the next decade.
Ibbotson notes the growing global push for fiscal austerity is more likely to result in deflation, rather than inflation, as
the U.S. cuts government spending and increases taxes. Furthermore, Ibbotson points out that the dire state of the job market
should keep both wage growth and inflation low in the short term (in the long term, money supply is a more important
determinant of inflation). On the prospect of the Federal Reserve Board raising interest rates, Ibbotson notes that one only
need consider the central bank's dual mandate of maintaining employment and anchoring inflation to realize that it may be some
time before Federal Reserve Board Chairman Ben Bernanke feels compelled to raise rates.
Top Ten Holdings
as of July 31, 2010
Old Mutual International
Equity Fund 19.5%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Core Bond Fund 18.6%
___________________________________________________________________________________
Old Mutual Barrow
Hanley Value Fund 12.6%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 10.6%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 8.5%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 8.2%
___________________________________________________________________________________
Old Mutual Focused Fund 6.3%
___________________________________________________________________________________
Old Mutual Heitman
REIT Fund 5.1%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 3.9%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 3.3%
___________________________________________________________________________________
As a % of Total
Fund Investments 96.6%
___________________________________________________________________________________
Asset Allocation
Moderate Growth Portfolio
13
OLD MUTUAL ASSET ALLOCATION MODERATE GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 5.12% 0.08% 2.21%
Class A without load 09/30/04 11.52% 1.27% 3.25%
Class C with load 09/30/04 9.71% 0.52% 2.49%
Class C without load 09/30/04 10.71% 0.52% 2.49%
Class Z 12/09/05 11.77% n/a 0.96%
Institutional Class 09/30/04 11.79% 1.55% 3.54%
S&P Composite 1500 09/30/04 14.73% 0.08% 2.28%
Barclays Capital U.S. Aggregate Index 09/30/04 8.91% 5.96% 5.54%
____________________________________________________________________________________________________________________________________
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 prospectus dated November 19, 2009) are 1.98% and 1.56%; 2.68% and 2.31%; 3.63% and 1.31%; and
1.60% and 1.31%, respectively.
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 Composite 1500 | 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 | |
| 7/31/10 | 11,358 | 11,542 | 12,249 | 11,404 | 13,696 | |
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, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 21.9% | |
| Growth | 2.7% | |
| Growth & Income-Large Cap | 6.3% | |
| Growth-Large Cap | 10.6% | |
| International Equity | 19.5% | |
| Market Neutral-Equity | 3.9% | |
| Cash Equivalents | 0.7% | |
| Sector Fund-Real Estate | 5.1% | |
| Value | 12.6% | |
| Value-Mip Cap | 8.5% | |
| Value-Small Cap | 8.2% | |
14
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds(1) - 99.6% Money Market Fund - 0.7%
Government/Corporate - 22.0% Dreyfus Cash Management Fund,
Old Mutual Barrow Hanley Institutional Class, 0.243% (A) 643,845 $ 644
Core Bond Fund 1,636,117 $ 17,605 ______________
Old Mutual Dwight Intermediate
Fixed Income Fund 297,605 3,113 Total Money Market Fund (Cost $644) 644
______________ _____________________________________________________________________
Total Government/Corporate 20,718 Total Investments - 100.3% (Cost $100,450) 94,629
_____________________________________________________________________ _____________________________________________________________________
Growth - 2.7% Other Assets and Liabilities, Net - (0.3)% (313)
Old Mutual Copper Rock _____________________________________________________________________
Emerging Growth Fund* 293,829 2,586
______________ Total Net Assets - 100.0% $ 94,316
_____________________________________________________________________
Total Growth 2,586
_____________________________________________________________________ For descriptions of abbreviations and footnotes, please refer to
page 20.
Growth & Income-Large Cap - 6.3%
Old Mutual Focused Fund 314,005 5,969 Other Information:
______________
The Fund utilizes various inputs in determining the value of its
Total Growth & Income-Large Cap 5,969 investments as of the reporting period end. These inputs are
_____________________________________________________________________ summarized in three broad levels as follows:
Growth-Large Cap - 10.6% �� Level 1 - quoted prices in active markets for identical securities
Old Mutual Large Cap Growth Fund 643,338 9,972 Level 2 - other significant observable inputs (including quoted
______________ prices for similar securities, interest rates,
prepayment speeds, credit risk, etc.)
Total Growth-Large Cap 9,972 Level 3 - significant unobservable inputs (including the Fund's own
_____________________________________________________________________ assumptions in determining the fair value of investments)
International Equity - 19.5% The inputs or methodology used for valuing securities are not
Old Mutual International Equity Fund 2,287,338 18,436 necessarily an indication of the risk associated with investing in
______________ those securities. A summary of the inputs used as of July 31, 2010 in
valuing the Fund's net assets were as follows (000):
Total International Equity 18,436
_____________________________________________________________________ Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Market Neutral-Equity - 3.9%
Old Mutual Analytic Investments
U.S. Long/Short Fund 366,914 3,724 Affiliated Mutual Funds $93,985 $- $- $93,985
______________ Money Market Fund 644 - - 644
_____________________________________________________________________
Total Market Neutral-Equity 3,724
_____________________________________________________________________ Total Investments $94,629 $- $- $94,629
_____________________________________________________________________
Sector Fund-Real Estate - 5.1%
Old Mutual Heitman REIT Fund 653,560 4,823 Refer to the "Security Valuation" section of Note 2 for further
______________ information.
Total Sector Fund-Real Estate 4,823
_____________________________________________________________________
Value - 12.7%
Old Mutual Barrow Hanley Value Fund 2,097,336 11,934
______________
Total Value 11,934
_____________________________________________________________________
Value-Mid Cap - 8.6%
Old Mutual TS&W Mid-Cap Value Fund 1,045,326 8,070
______________
Total Value-Mid Cap 8,070
_____________________________________________________________________
Value-Small Cap - 8.2%
Old Mutual TS&W
Small Cap Value Fund 497,020 7,753
______________
Total Value-Small Cap 7,753
______________
Total Affiliated Mutual Funds (Cost $99,806) 93,985
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
15
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, 2010, Class A shares of the Old Mutual Asset Allocation Growth Portfolio (the "Fund")
returned 12.78% at net asset value, while the S&P Composite 1500 returned 14.73%.
o Except for the MSCI EAFE Index, each asset class exceeded Ibbotson's long-run annual expectations. Specifically, the Fund's 6%
allocation to U.S. REITs boosted performance, as U.S. REITs were the best-performing asset class this period.
o Old Mutual International Equity Fund, Old Mutual Barrow Hanley Value Fund and Old Mutual Large Cap Growth Fund were among the
largest contributors to overall performance.
o Old Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual Copper Rock Emerging Growth
Fund and Old Mutual Barrow Hanley Core Bond Fund were among those that contributed the least to overall performance.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Asset Allocation Growth Portfolio (the "Fund")
returned 12.78% at net asset value, while the S&P Composite 1500 returned 14.73%. Performance for all share classes can be
found on page 18.
Q. What investment environment did the Fund face during the past year?
A. At the beginning of the fiscal year, Ibbotson Associates Advisors, LLC ("Ibbotson"), the Fund's sub-adviser, indicated that it
was thrilled to see that the "crisis" part of the larger financial crisis seemed to be over. Over the next 12 months, the U.S.
equity market was up 13.84% as measured by the S&P 500, while international equities rose 6.26% as gauged by the MSCI EAFE
Index. The Barclays Capital U.S. Aggregate Index, the most popular measure of the performance of the U.S. bond market, returned
8.91% for the 12-month period. Within the U.S. market, all styles and market capitalizations provided strong positive returns
for the fiscal year.
Although returns were positive for the period overall, there were three strong pullbacks in equities during the fiscal year.
First, the months of October, January, May and June were strongly negative months that demonstrated the skittishness of
investors. Second, a series of bad datapoints during the second quarter of 2010 changed market sentiment rather dramatically,
with many economists declaring that the massive stimulus had failed to jumpstart the private sector. Third, fixed asset returns
were much steadier as interest rates remained low and the yield curve dropped from its already low level.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund generally seeks an all equity allocation. The Fund typically allocates assets across 10 equity asset classes.
Except for the MSCI EAFE Index (non-U.S. developed stocks), each asset class exceeded Ibbotson's long-run annual expectations,
providing a welcome return to positive returns from the losses of the previous two fiscal years. The Fund's 6% allocation to
U.S. REITs boosted performance, as U.S. REITs were the best-performing asset class this period, bouncing back from being the
largest underperformer last period.
The U.S. dollar appreciated relative to the euro by over 20% from December through May, leading the MSCI EAFE Index to trail
the S&P 500 by 11% over this period. This detracted from relative returns as approximately 30% of the Fund's portfolio was
allocated to non-U.S. equities. One driver of the euro's depreciation was concern over the debt of Greece and its neighbors,
which brought into question the future of the European Union (EU) and its currency. Much of the first quarter was dominated by
concerns of a European sovereign default on the back of increasing debt to gross domestic product and fiscal tightening
required by the EU. Greece, Portugal and Ireland saw their debt come under significant pressure in the first quarter for their
lack of fiscal discipline, while Spain and Italy also suffered on similar concerns, but to a lesser degree.
At the beginning of 2010, inflation was a major concern, but as unemployment and industrial capacity utilization figures
continued to remain high throughout the year, deflationary forces started to grab headlines. The yield curve dropped during the
year, fueling healthy bond returns for investors and record-low mortgage rates for consumers.
Asset Allocation Growth Portfolio
16
In Ibbotson's tactical asset allocation program, the Fund started the period with no over- or underweights. In November 2009,
as concern grew about the uncertain economic picture and relatively pricey stock valuations, Ibbotson elected to increase the
weight of more established companies in the Fund. An overweight of U.S. large-cap stocks and an underweight of U.S. small-cap
stocks were implemented, both of which are still in place at the end of this fiscal year. This shift has worked against the
Fund so far, as small-cap valuations have remained high relative to large-caps. In March 2010, Ibbotson continued to see
problems, including stretched equity valuations, weak consumers, unemployment, housing prices, weak governments, higher taxes,
increased regulations and trade barriers, and an end to easy government money. As such, Ibbotson elected to underweight U.S.
equities and overweight U.S. bonds. This shift helped relative performance as the Fund avoided a portion of the May and June
equity sell-off.
Q. How did portfolio composition affect relative 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 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 International Equity Fund, Old Mutual
Barrow Hanley Value Fund and Old Mutual Large Cap Growth Fund were among the largest contributors to overall performance. Old
Mutual Growth Fund (reorganized into Old Mutual Focused Fund in December 2009), Old Mutual Copper Rock Emerging Growth Fund and
Old Mutual Barrow Hanley Core Bond Fund were among those that contributed the least to overall performance.
Q. What is the investment outlook?
A. At the end of the first quarter of 2010, there was speculation that the National Bureau of Economic Research's Business Cycle
Dating Committee was only one good datapoint away from declaring the end of the recession that began in December 2007. A series
of bad datapoints over the second quarter of 2010 changed market sentiment rather dramatically, with many economists declaring
that the massive stimulus had failed to jumpstart the private sector. Ibbotson believes that the most likely outcomes include a
slower-than-expected recovery, a continuation of the Great Recession, or a double-dip recession.
The market's newfound pessimism seems to be more in-line with Ibbotson's view of the economy and concerns about substantial
economic headwinds. In Ibbotson's view, the primary hurdles to the economic recovery continue to be: unemployed consumers with
weak balance sheets; large fiscal deficits and debts (which have left governments with little room to maneuver in the face of
new or continuing crises); a weak housing market coupled with a second wave of mortgage resets; lack of available credit;
increased government regulation and taxes; increased global protectionism; and the end of "easy money."
The decline in most equity markets during the second quarter of 2010 helped to partially mitigate Ibbotson's concerns of severe
equity market overvaluations. Over the long term, given the extremely low yields on bonds, Ibbotson believes it is unlikely
that bonds will outperform stocks over the next decade.
Ibbotson notes the growing global push for fiscal austerity is more likely to result in deflation, rather than inflation, as
the U.S. cuts government spending and increases taxes. Furthermore, Ibbotson points out that the dire state of the job market
should keep both wage growth and inflation low in the short term (in the long term, money supply is a more important
determinant of inflation). On the prospect of the Federal Reserve Board raising interest rates, Ibbotson notes that one only
need consider the central bank's dual mandate of maintaining employment and anchoring inflation to realize that it may be some
time before Federal Reserve Board Chairman Ben Bernanke feels compelled to raise rates.
Top Ten Holdings
as of July 31, 2010
Old Mutual International Equity Fund 28.0%
___________________________________________________________________________________
Old Mutual Barrow Hanley Value Fund 15.3%
___________________________________________________________________________________
Old Mutual Large Cap Growth Fund 12.4%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap Value Fund 10.8%
___________________________________________________________________________________
Old Mutual Heitman REIT Fund 8.1%
___________________________________________________________________________________
Old Mutual TS&W Small Cap Value Fund 7.3%
___________________________________________________________________________________
Old Mutual Focused Fund 6.4%
___________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund 3.9%
___________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund 3.5%
___________________________________________________________________________________
Old Mutual Barrow Hanley Core Bond Fund 3.4%
___________________________________________________________________________________
As a % of Total Fund Investments 99.1%
___________________________________________________________________________________
Asset Allocation Growth Portfolio
17
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 6.28% (1.27)% 1.59%
Class A without load 09/30/04 12.78% (0.10)% 2.63%
Class C with load 09/30/04 11.03% (0.83)% 1.87%
Class C without load 09/30/04 12.03% (0.83)% 1.87%
Class Z 12/09/05 13.22% n/a (0.77)%
Institutional Class 09/30/04 13.10% 0.15% 2.88%
S&P Composite 1500 09/30/04 14.73% 0.08% 2.28%
____________________________________________________________________________________________________________________________________
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 prospectus dated November 19, 2009) are 2.08% and 1.62%; 2.80% and 2.37%; 4.55% and 1.37%; and
1.55% and 1.37%, respectively.
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 Composite 1500 | |
| 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 | |
| 7/31/10 | 10,966 | 11,143 | 11,798 | 11,404 | |
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, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.9% | |
| Government/Corporate | 3.4% | |
| Growth | 3.9% | |
| Growth & Income-Large Cap | 6.4% | |
| Growth-Large Cap | 12.4% | |
| International Equity | 28.0% | |
| Market Neutral-Equity | 3.5% | |
| Sector Fund-Real Estate | 8.1% | |
| Value | 15.3% | |
| Value-Mip Cap | 10.8% | |
| Value-Small Cap | 7.3% | |
18
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds(1) - 99.7% Money Market Fund - 0.9%
Dreyfus Cash Management Fund,
Government/Corporate - 3.4% Institutional Class, 0.243% (A) 483,615 $ 484
Old Mutual Barrow Hanley Core ______________
Bond Fund 180,477 $ 1,942
______________ Total Money Market Fund (Cost $484) 484
_____________________________________________________________________
Total Government/Corporate 1,942
_____________________________________________________________________ Total Investments - 100.6% (Cost $62,403) 56,702
_____________________________________________________________________
Growth - 3.9%
Old Mutual Copper Rock Emerging Other Assets and Liabilities, Net - (0.6)% (330)
Growth Fund* 249,649 2,197 _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 56,372
Total Growth 2,197 _____________________________________________________________________
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to
Growth & Income-Large Cap - 6.5% page 20.
Old Mutual Focused Fund 192,442 3,658
______________ Other Information:
Total Growth & Income-Large Cap 3,658 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:
Growth-Large Cap - 12.5%
Old Mutual Large Cap Growth Fund 455,375 7,058 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
Total Growth-Large Cap 7,058 speeds, credit risk, etc.)
_____________________________________________________________________ Level 3 - significant unobservable inputs (including the Fund's
own assumptions in determining the fair value of
International Equity - 28.2% investments)
Old Mutual International Equity Fund 1,969,248 15,872
______________ The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in
Total International Equity 15,872 those securities. A summary of the inputs used as of July 31, 2010 in
_____________________________________________________________________ valuing the Fund's net assets were as follows (000):
Market Neutral-Equity - 3.5% Description Level 1 Level 2 Level 3 Total
Old Mutual Analytic U.S. Long/Short Fund 194,979 1,979 _____________________________________________________________________
______________
Investments
Total Market Neutral-Equity 1,979 Affiliated Mutual Funds $56,218 $- $- $56,218
_____________________________________________________________________ Money Market Fund 484 - - 484
_____________________________________________________________________
Sector Fund-Real Estate - 8.1%
Old Mutual Heitman REIT Fund 618,849 4,567 Total Investments $56,702 $- $- $56,702
______________ _____________________________________________________________________
Total Sector Fund-Real Estate 4,567 Refer to the "Security Valuation" section of Note 2 for further
_____________________________________________________________________ information.
Value - 15.4%
Old Mutual Barrow Hanley Value Fund 1,527,272 8,690
______________
Total Value 8,690
_____________________________________________________________________
Value-Mid Cap - 10.9%
Old Mutual TS&W Mid-Cap Value Fund 795,295 6,140
______________
Total Value-Mid Cap 6,140
_____________________________________________________________________
Value-Small Cap - 7.3%
Old Mutual TS&W Small Cap Value Fund 263,772 4,115
______________
Total Value-Small Cap 4,115
______________
Total Affiliated Mutual Funds (Cost $61,919) 56,218
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
19
NOTES TO SCHEDULES 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, 2010.
Cost figures are shown with "000's" omitted.
20
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2010
_____________________________________________________________________________________________________________________________________________________________
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 $ 41,130 $ 81,964 $ 99,806 $ 61,919
Investment in Unaffiliated Funds, at cost 300 467 644 484
_____________________________________________________________________________________________________________________________________________________________
Investment in Affiliated Funds, at value $ 43,218 $ 81,446 $ 93,985 $ 56,218
Investment in Unaffiliated Funds, at value 300 467 644 484
Receivable for Capital Shares Sold - 31 41 3
Receivable from Investment Adviser 21 28 45 33
Receivable for Dividends from Affiliated Funds 107 121 68 7
Other Assets 6 10 11 6
_____________________________________________________________________________________________________________________________________________________________
Total Assets 43,652 82,103 94,794 56,751
_____________________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased 107 121 68 7
Payable for Capital Shares Redeemed 71 124 266 264
Payable for Administration Fees 3 7 8 5
Payable for Distribution & Service Fees 6 14 17 9
Payable for Management Fees 7 14 20 12
Payable for Trustees' Fees 1 1 2 2
Accrued Expenses 44 74 97 80
_____________________________________________________________________________________________________________________________________________________________
Total Liabilities 239 355 478 379
_____________________________________________________________________________________________________________________________________________________________
Net Assets $ 43,413 $ 81,748 $ 94,316 $ 56,372
_____________________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 44,952 $ 108,899 $ 144,072 $ 101,159
Undistributed (Distributions in Excess of) Net Investment Income/
(Accumulated Net Investment Loss) 110 89 100 115
Accumulated Net Realized Loss on Investments (3,737) (26,722) (44,035) (39,201)
Net Unrealized Appreciation or Depreciation on Investments 2,088 (518) (5,821) (5,701)
_____________________________________________________________________________________________________________________________________________________________
Net Assets $ 43,413 $ 81,748 $ 94,316 $ 56,372
_____________________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 12,141 $ 21,312 $ 22,740 $ 16,721
Net Assets - Class C 23,985 59,480 70,934 36,655
Net Assets - Class Z 1,129 929 635 2,322
Net Assets - Institutional Class 6,158 27 7 674
_____________________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 1,169,736 2,133,080 2,353,960 1,745,075
Outstanding Shares of Beneficial Interest - Class C 2,321,374 5,964,401 7,517,186 3,993,299
Outstanding Shares of Beneficial Interest - Class Z 108,730 92,826 65,140 238,872
Outstanding Shares of Beneficial Interest - Institutional Class 592,216 2,727 692 69,423
_____________________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 10.38 $ 9.99 $ 9.66 $ 9.58
_____________________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 11.01 $ 10.60 $ 10.25 $ 10.16
_____________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 10.33 $ 9.97 $ 9.44 $ 9.18
_____________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 10.39 $ 10.01 $ 9.75 $ 9.72
_____________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share
Institutional Class^ $ 10.40 $ 9.97 $ 9.75 $ 9.71
_____________________________________________________________________________________________________________________________________________________________
† Class C shares have a contingent deferred sales charge. For a description of possible sales charge, please see the Funds'
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.
21
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2010
_____________________________________________________________________________________________________________________________________________________________
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 $ 1,888 $ 2,732 $ 2,381 $ 1,460
Dividends 1 1 1 1
_____________________________________________________________________________________________________________________________________________________________
Total Investment Income 1,889 2,733 2,382 1,461
_____________________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 95 188 280 183
Administration Fees 48 94 112 73
Trustees' Fees 29 58 71 48
Professional Fees 26 50 62 45
Printing Fees 6 19 31 28
Transfer Agent Fees 51 131 221 174
Registration and SEC Fees 52 67 67 65
Distribution and Service Fees:
Class A 33 61 64 49
Class C 275 679 823 433
Other Expenses 12 20 22 16
_____________________________________________________________________________________________________________________________________________________________
Total Expenses 627 1,367 1,753 1,114
_____________________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (95) (188) (280) (183)
Reimbursement of Other Expenses by Investment Adviser (53) (72) (227) (213)
_____________________________________________________________________________________________________________________________________________________________
Net Expenses 479 1,107 1,246 718
_____________________________________________________________________________________________________________________________________________________________
Net Investment Income 1,410 1,626 1,136 743
_____________________________________________________________________________________________________________________________________________________________
Net Realized Loss from Affiliated Funds(1) (2,101) (13,650) (22,735) (21,900)
Net Capital Gain Distributions Received from Affiliated Funds(1) 698 1,114 1,106 537
Net Change in Unrealized Appreciation on Investments 4,592 21,014 33,428 31,194
_____________________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain on Investments 3,189 8,478 11,799 9,831
_____________________________________________________________________________________________________________________________________________________________
Increase in Net Assets Resulting from Operations $ 4,599 $ 10,104 $ 12,935 $ 10,574
_____________________________________________________________________________________________________________________________________________________________
(1) 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.
22
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
_________________________________________________________________________________________________________________________________________________________________________
8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to
7/31/10 7/31/09 7/31/10 7/31/09 7/31/10 7/31/09 7/31/10 7/31/09
_________________________________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income $ 1,410 $ 2,060 $ 1,626 $ 3,240 $ 1,136 $ 2,090 $ 743 $ 728
Net Realized Loss from Investments (1,403) (3,337) (12,536) (21,707) (21,629) (36,992) (21,363) (27,279)
Net Change in Unrealized Appreciation (Depreciation)
on Investments 4,592 190 21,014 (4,606) 33,428 (8,437) 31,194 (11,189)
_________________________________________________________________________________________________________________________________________________________________________
Net Increase (Decrease) in Net Assets Resulting
from Operations 4,599 (1,087) 10,104 (23,073) 12,935 (43,339) 10,574 (37,740)
_________________________________________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A (597) (780) (758) (1,272) (637) (587) (405) -
Class C (1,028) (1,442) (1,581) (2,163) (1,415) (969) (576) -
Class Z (47) (12) (29) �� (30) (15) (11) (16) -
Institutional Class (295) (104) (41) (196) (178) (147) (435) -
Net Realized Gains from Investment Transactions:
Class A - (295) - (1,669) - (2,257) - (1,804)
Class C - (664) - (4,327) - (7,891) - (4,015)
Class Z - (4) - (33) - (34) - ; (41)
Institutional Class - (46) - (205) - (475) - (1,203)
_________________________________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions (1,967) (3,347) (2,409) (9,895) (2,245) (12,371) (1,432) (7,063)
_________________________________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 2,794 7,206 3,578 8,898 2,801 3,676 2,399 3,171
Shares Issued upon Reinvestment of Distributions 463 809 576 2,360 517 2,280 325 1,341
Redemption Fees - - - 2 - - 1 ; -
Shares Redeemed (5,488) (8,949) (10,122) (21,304) (8,643) (19,500) (8,729) (14,341)
_________________________________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (2,231) (934) (5,968) (10,044) (5,325) (13,544) (6,004) (9,829)
_________________________________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 3,808 12,306 5,055 13,644 4,581 13,331 2,341 7,332
Shares Issued upon Reinvestment of Distributions 559 1,091 925 3,455 825 4,804 395 2,553
Redemption Fees - - - 3 - 1 - ; -
Shares Redeemed (13,406) (13,372) (29,401) (37,633) (34,527) (39,660) (19,049) (19,285)
_________________________________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (9,039) 25 (23,421) (20,531) (29,121) (21,524) (16,313) (9,400)
_________________________________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 1,539 54 257 162 88 10 3,000 92
Shares Issued upon Reinvestment of Distributions 47 16 29 62 15 45 16 41
Redemption Fees - - - - - - - ; -
Shares Redeemed (713) (448) (87) (138) (23) (1) (1,410) (4)
_________________________________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions 873 (378) 199 86 80 54 1,606 129
_________________________________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 1,435 6,622 32 1,326 24 2,709 733 4,961
Shares Issued upon Reinvestment of Distributions 250 150 41 401 178 622 435 1,203
Redemption Fees - - - - - - - ; -
Shares Redeemed (1,855) (7,259) (2,199) (4,873) (8,821) (2,567) (20,421) (6,582)
_________________________________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions (170) (487) (2,126) (3,146) (8,619) 764 (19,253) (418)
_________________________________________________________________________________________________________________________________________________________________________
Decrease in Net Assets Derived from Capital
Shares Transactions (10,567) (1,774) (31,316) (33,635) (42,985) (34,250) (39,964) (19,518)
_________________________________________________________________________________________________________________________________________________________________________
Total Decrease in Net Assets (7,935) (6,208) (23,621) (66,603) (32,295) (89,960) (30,822) (64,321)
_________________________________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 51,348 57,556 105,369 171,972 126,611 216,571 87,194 151,515
_________________________________________________________________________________________________________________________________________________________________________
End of Period $ 43,413 $ 51,348 $ 81,748 $105,369 $ 94,316 $126,611 $ 56,372 $ 87,194
_________________________________________________________________________________________________________________________________________________________________________
Undistributed (Distribution in Excess of) Net Investment
Income/(Accumulated Net Investment Loss) $ 110 $ 180 $ 89 $ 210 $ 100 $ 709 $ 115 $ 718
_________________________________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
23
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 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††,(1) Reductions)††,(1) Net Assets††,(1) Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO
Class A
2010 $ 9.84 $ 0.34 $ 0.66 $- $ 1.00 $ (0.46) $ - $ (0.46) $ 10.38 10.27% $ 12,141 0.61% 0.94% 3.36% ; 32.70%
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% 0;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% & #160; 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% 60; 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% 0; 2.46% 146.84%
Class C
2010 $ 9.80 $ 0.27 $ 0.64 $- $ 0.91 $ (0.38) $ - $ (0.38) $ 10.33 9.37% $ 23,985 1.36% 1.65% 2.61% 32.70%
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% 0;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% 1.8 6% 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% 60; 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% 60; 1.74% 146.84%
Class Z
2010 $ 9.85 $ 0.35 $ 0.67 $- $ 1.02 $ (0.48) $ - $ (0.48) $ 10.39 10.54% $ 1,129 0.34% 1.65% 3.40% & #160; 32.70%
2009 10.78 0.44 (0.54) - (0.10) (0.61) (0.22) (0.83) 9.85 (0.17)% 234 0.40% 7.77% & #160; 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% 0; 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% 0; 2.80% 146.84%
Institutional Class
2010 $ 9.86 $ 0.37 $ 0.65 $- $ 1.02 $ (0.48) $ - $ (0.48) $ 10.40 10.52% $ 6,158 0.36% 0.56% 3.62% & #160; 32.70%
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% &# 160; 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% 0; 2.98% 130.47%
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% 0; 2.71% 146.84%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO
Class A
2010 $ 9.28 $ 0.22 $ 0.80 $- $ 1.02 $ (0.31) $ - $ (0.31) $ 9.99 10.99% $ 21,312 0.64% 0.93% 2.26% & #160; 32.67%
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% 0;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% &# 160; 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% &# 160; 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% 60; 1.40% 129.99%
Class C
2010 $ 9.26 $ 0.15 $ 0.79 $- $ 0.94 $ (0.23) $ - $ (0.23) $ 9.97 10.19% $ 59,480 1.39% 1.62% 1.51% & #160; 32.67%
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% 2.4 6% 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% & #160; 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% & #160; 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% 60; 0.66% 129.99%
Class Z
2010 $ 9.30 $ 0.24 $ 0.80 $- $ 1.04 $ (0.33) $ - $ (0.33) $ 10.01 11.25% $ 929 0.39% 2.28% 2.46% 60; 32.67%
2009 11.31 0.31 (1.46) - (1.15) (0.40) (0.46) (0.86) 9.30 (9.00)% 672 0.40% 1.41% & #160; 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% 0; 2.02% 121.42%
2006** 11.26 0.12 0.28 - 0.40 (0.12) (0.08) (0.20) 11.46 3.57% 1 1.30% 771.22% 0; 1.60% 129.99%
Institutional Class
2010 $ 9.26 $ 0.35 $ 0.69 $- $ 1.04 $ (0.33) $ - $ (0.33) $ 9.97 11.29% $ 27 0.39% 2.29% ; 3.55% 32.67%
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% 60; 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% &# 160; 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% 60; 1.64% 129.99%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
24
60; Ratio of
60; Expenses to
Realized & #160; 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††,(1) Reductions)††,(1) Net Assets††,(1) Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION MODERATE GROWTH PORTFOLIO
Class A
2010 $ 8.87 $ 0.15 $ 0.87 $- $ 1.02 $ (0.23) $ - $ (0.23) $ 9.66 11.52% $ 22,740 0.57% 1.08% 1.53% & #160; 37.54%
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% 0; 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% &# 160; 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% &# 160; 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% 60; 0.76% 111.99%
Class C
2010 $ 8.67 $ 0.07 $ 0.86 $- $ 0.93 $ (0.16) $ - $ (0.16) $ 9.44 10.71% $ 70,934 1.32% 1.74% 0.78% & #160; 37.54%
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% 0; 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)% &# 160; 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% 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%
Class Z
2010 $ 8.95 $ 0.17 $ 0.88 $- $ 1.05 $ (0.25) $ - $ (0.25) $ 9.75 11.77% $ 635 0.32% 2.59% 1.72 % 37.54%
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% 0; 1.40% 112.42%
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; 0.98% 111.99%
Institutional Class
2010 $ 8.95 $ 0.28 $ 0.78 $- $ 1.06 $ (0.26) $ - $ (0.26) $ 9.75 11.79% $ 7 0.32% 0.99% 2.99% 37.54%
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% 60; 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% &# 160; 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% 0; 1.00% 111.99%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
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 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††,(1) Reductions)††,(1) Net Assets†† Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
Class A
2010 $ 8.66 $ 0.12 $ 0.99 $- $ 1.11 $ (0.19) $ - $ (0.19) $ 9.58 12.78% $ 16,721 0.57% 1.18% 1.26% & #160; 41.29%
2009 12.33 0.10 (3.12) - (3.02) - (0.65) (0.65) 8.66 (23.55)% 20,556 0.56% 1.03% &# 160; 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% 4 5.80%
2007 12.70 0.03 2.34 - 2.37 - (0.25) (0.25) 14.82 18.76% 55,755 1.60% 1.83% & #160; 0.24% 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% 60; 0.17% 94.12%
Class C
2010 $ 8.30 $ 0.04 $ 0.96 $- $ 1.00 $ (0.12) $ - $ (0.12) $ 9.18 12.03% $ 36,655 1.32% 1.84% 0.47% & #160; 41.29%
2009 11.95 0.03 (3.03) - (3.00) - (0.65) (0.65) 8.30 (24.16)% 48,126 1.31% 1.75% &# 160; 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%
Class Z
2010 $ 8.77 $ 0.05 $ 1.11 $- $ 1.16 $ (0.21) $ - $ (0.21) $ 9.72 13.22% $ 2,322 0.32% 1.33% 0.56% &# 160; 41.29%
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% 0; 45.80%
2007 12.74 0.12 2.30 - 2.42 - (0.25) (0.25) 14.91 19.09% 648 1.35% 10.49% 60; 0.77% 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; 0.39% 94.12%
Institutional Class
2010 $ 8.77 $ 0.32 $ 0.83 $- $ 1.15 $ (0.21) $ - $ (0.21) $ 9.71 13.10% $ 674 0.32% 0.67% 3.37% 0; 41.29%
2009 12.44 0.12 (3.14) - (3.02) - (0.65) (0.65) 8.77 (23.34)% 17,845 0.31% 0.50% &# 160; 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% 4 5.80%
2007 12.75 0.07 2.34 - 2.41 - (0.25) (0.25) 14.91 19.00% 24,927 1.35% 1.38% & #160; 0.51% 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% &# 160; 0.47% 94.12%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
* 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. 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, 2010
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 seven
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 International Equity Fund and the Old Mutual Copper Rock Emerging Growth 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 investment management 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 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.
Old Mutual Copper Rock Emerging Growth Fund seeks to provide investors with capital appreciation. To pursue its objective, the fund
normally invests primarily in equity securities of emerging growth companies. The fund emphasizes small- and mid-cap companies in
its portfolio, that is, companies with market values generally within the range of market values of issuers included in the Russell
2500™ Growth Index. The fund may invest in emerging growth companies of any size. There is no minimum percentage of assets of
either small- or mid-cap companies for the fund's investments, and it has the flexibility to invest substantially in either small-
or mid-cap issuers. The fund may at times be invested primarily in small-cap stocks.
27
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
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 Bond 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 U.S. 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 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 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.
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.
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 Growth
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.
28
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, investment securities are valued 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 is 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 deemed inaccurate or does not reflect the market value of the
security, 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. A security may be valued
using Fair Value Procedures if among other things 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, of an underlying fund managed by the Adviser 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 of an underlying fund managed by the Adviser and traded on 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 Boards.
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 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 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820-10,
Fair Value Measurements and Disclosures, ("ASC 820-10"). ASC 820-10 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. For each Fund there were no significant transfers between Level 1 and Level
2 during the reporting period, based on the input level assigned under the hierarchy at the beginning and end of the reporting
period. The aggregate value by input level, as of July 31, 2010, for each Fund's investments is included the Schedule of
Investments.
29
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
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 - For the year ended July 31, 2010, the Adviser reimbursed $1 (000) to the Old Mutual Asset Allocation
Moderate Growth Portfolio to remove a net asset value divergence caused by a large shareholder redemption. This amount is included
in the total shares redeemed for the Institutional Class share transactions in the Statement of Changes in Net Assets.
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.
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, 2010, redemption fees of $1(000) were collected by Asset Allocation Growth
Portfolio (Class A). There were no other material redemption fees collected by the Funds.
30
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, 2011
Old Mutual Asset Allocation Balanced Portfolio 0.64% 1.39% 0.39% 0.39% December 31, 2011
Old Mutual Asset Allocation Moderate Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2011
Old Mutual Asset Allocation Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2011
____________________________________________________________________________________________________________________________________
Reimbursement by the Funds of the advisory fees waived and other expenses paid by the Adviser pursuant to the applicable expense
limitation agreement that expired on December 31, 2008 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; (iii) the payment of such reimbursement is approved by the Board and (iv)
reimbursement is made 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 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 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.
31
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
At July 31, 2010, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows (000):
Expires 2011 Expires 2012 Expires 2013 Total
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 98 $ 13 $148 $ 259
Old Mutual Asset Allocation Balanced Portfolio 155 50 260 465
Old Mutual Asset Allocation Moderate Growth Portfolio 336 218 507 1,061
Old Mutual Asset Allocation Growth Portfolio 278 120 396 794
____________________________________________________________________________________________________________________________________
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.
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
and Old Mutual Funds II (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; (2) $3,000 per class in excess
of three classes for each fund in the Old Mutual Complex, and (3) the greater of .01925% based on the combined average daily gross
assets of the Old Mutual Complex or $425,000. 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.
32
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.
The Administrator 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, 2010, it retained the following:
Service Fees (000) Distribution Fees (000)
____________________________________________________________________________________________________________________________________
Class A Class C Class C
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $1 $ 8 $25
Old Mutual Asset Allocation Balanced Portfolio 2 16 48
Old Mutual Asset Allocation Moderate Growth Portfolio 3 18 53
Old Mutual Asset Allocation Growth Portfolio 2 11 34
____________________________________________________________________________________________________________________________________
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. Pursuant to an agency agreement
between the Trust and DST, DST also provides call center, correspondence and other shareholder account-related services to 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.
OMUSH receives an offset of certain recordkeeping fees from the plan sponsors of OMUSH's participant directed 401K, profit sharing
and/or voluntary deferral plans which invest in the Old Mutual Complex (collectively, the "Deferred Plans"). The amount of the fee
offset is based in part on service and/or sub-transfer agency fees received by the plan sponsors from the Old Mutual Funds' Class Z
shares within the Deferred Plans. During the year ended July 31, 2010, the amount received by OMUSH for recordkeeping fee offsets
attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $38 (000).
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.
33
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
4. INTERFUND LENDING
____________________________________________________________________________________________________________________________________
Pursuant to resolutions adopted by the Boards of Trustees of the Trust 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, 2010.
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, 2010 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $15,371 $25,687
Old Mutual Asset Allocation Balanced Portfolio 30,254 60,847
Old Mutual Asset Allocation Moderate Growth Portfolio 41,221 83,647
Old Mutual Asset Allocation Growth Portfolio 29,506 69,568
____________________________________________________________________________________________________________________________________
6. CAPITAL 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
____________________________________________________________________________________________________________________________________________
8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to
7/31/10 7/31/09 7/31/10 7/31/09 7/31/10 7/31/09 7/31/10 7/31/09
____________________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 273 775 364 968 293 435 255 380
Shares Issued upon Reinvestment of Distributions 45 88 58 284 53 294 34 183
Shares Redeemed (534) (952) (1,021) (2,510) (898) (2,261) (918) (1,687)
____________________________________________________________________________________________________________________________________________
Total Class A Share Transactions (216) (89) (599) (1,258) (552) (1,532) (629) (1,124)
____________________________________________________________________________________________________________________________________________
Class C
Shares Issued 374 1,330 513 1,571 489 1,618 256 921
Shares Issued upon Reinvestment of Distributions 55 119 93 419 87 636 42 362
Shares Redeemed (1,318) (1,450) (2,990) (4,394) (3,711) (4,870) (2,102) (2,444)
____________________________________________________________________________________________________________________________________________
Total Class C Share Transactions (889) (1) (2,384) (2,404) (3,135) (2,616) (1,804) (1,161)
____________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 150 6 26 17 9 1 306 11
Shares Issued upon Reinvestment of Distributions 5 2 3 7 2 6 2 5
Shares Redeemed (69) (43) (9) (17) (2) - (145) -
____________________________________________________________________________________________________________________________________________
Total Class Z Share Transactions 86 (35) 20 �� 7 9 7 163 16
____________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 139 687 3 165 3 373 76 731
Shares Issued upon Reinvestment of Distributions 24 16 4 48 18 79 44 162
Shares Redeemed (181) (724) (222) (545) (909) (300) (2,086) (828)
____________________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions (18) (21) (215) (332) (888) 152 (1,966) 65
____________________________________________________________________________________________________________________________________________
Net Decrease in Shares Outstanding (1,037) (146) (3,178) (3,987) (4,566) (3,989) (4,236) (2,204)
____________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either 0 or have been rounded to 0.
34
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,
2010 follows:
Old Mutual Asset Allocation Conservative Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/10 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 1 $ 810 $ - $ - $ 1 $ (290)
Old Mutual Analytic U.S. Long/Short Fund 42 688 104 584 12 (248)
Old Mutual Barrow Hanley Core Bond Fund 5,862 5,964 990 16,237 713 502
Old Mutual Barrow Hanley Value Fund 308 2,053 317 2,285 43 (601)
Old Mutual Copper Rock Emerging Growth Fund 685 32 19 674 - 2
Old Mutual Dwight High Yield Fund 517 3,239 407 2,793 460 231
Old Mutual Dwight Intermediate Fixed Income Fund 3,882 2,166 244 6,954 236 60
Old Mutual Dwight Short Term Fixed Income Fund 1,564 1,983 124 5,417 134 14
Old Mutual Focused Fund 206 577 151 1,200 17 7
Old Mutual Growth Fund 42 642 - - 42 95
Old Mutual International Bond Fund 246 4,572 - - 142 (403)
Old Mutual International Equity Fund 120 698 (754) 2,769 60 (455)
Old Mutual Large Cap Growth Fund 1,469 628 358 1,896 12 30
Old Mutual TS&W Mid-Cap Value Fund 61 1,544 108 2,104 15 (361)
Old Mutual TS&W Small Cap Value Fund 366 91 20 305 1 10
____________________________________________________________________________________________________________________________________
Total $15,371 $25,687 $2,088 $43,218 $1,888 $(1,407)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/10 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 8 $ 7,382 $ - $ - $ 8 $ (3,358)
Old Mutual Analytic U.S. Long/Short Fund 41 4,244 (631) 1,758 41 (1,601)
Old Mutual Barrow Hanley Core Bond Fund 2,421 3,372 1,524 21,250 935 511
Old Mutual Barrow Hanley Value Fund 3,172 6,232 1,132 10,406 172 (3,131)
Old Mutual Copper Rock Emerging Growth Fund 1,450 39 100 1,514 - 3
Old Mutual Discover Value Fund - 2,172 - - 4 642
Old Mutual Dwight High Yield Fund 575 3,828 459 3,064 511 329
Old Mutual Dwight Intermediate Fixed Income Fund 1,647 1,733 231 4,937 191 52
Old Mutual Dwight Short Term Fixed Income Fund 6,023 1,675 45 4,934 87 6
Old Mutual Focused Fund 1,978 1,518 (809) 4,532 47 (5)
Old Mutual Growth Fund 38 821 - - 39 130
Old Mutual Heitman Global Real Estate Securities Fund 256 1,492 - - 155 (492)
Old Mutual Heitman REIT Fund 1,455 454 409 1,988 30 (144)
Old Mutual International Bond Fund 296 5,711 - - 172 (516)
Old Mutual International Equity Fund 241 6,350 (3,230) 11,019 241 (4,053)
Old Mutual Large Cap Growth Fund 8,422 4,545 685 6,136 39 247
Old Mutual Strategic Small Company Fund 3 2,195 (23) 86 3 (828)
Old Mutual TS&W Mid-Cap Value Fund 39 2,751 (943) 5,645 40 (624)
Old Mutual TS&W Small Cap Value Fund 2,189 4,333 533 4,177 17 270
____________________________________________________________________________________________________________________________________
Total $30,254 $60,847 $ (518) $81,446 $2,732 $(12,562)
____________________________________________________________________________________________________________________________________
35
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
Old Mutual Asset Allocation Moderate Growth Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/10 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund �� $ 11 $10,072 $ - $ - $ 11 $ (5,101)
Old Mutual Analytic U.S. Long/Short Fund 75 4,811 (1,413) 3,724 75 (1,821)
Old Mutual Barrow Hanley Core Bond Fund 5,417 1,955 1,023 17,605 700 345
Old Mutual Barrow Hanley Value Fund 3,278 11,279 1,768 11,934 228 (4,902)
Old Mutual Copper Rock Emerging Growth Fund 2,620 148 102 2,586 - 12
Old Mutual Discover Value Fund - 3,912 - - 10 1,213
Old Mutual Dwight High Yield Fund 36 1,572 - - 36 128
Old Mutual Dwight Intermediate Fixed Income Fund 3,241 743 82 3,113 70 14
Old Mutual Dwight Short Term Fixed Income Fund 1,607 1,605 - - 7 (2)
Old Mutual Focused Fund 2,288 3,020 (1,115) 5,969 70 (243)
Old Mutual Growth Fund 20 1,207 - - 20 210
Old Mutual Heitman Global Real Estate Securities Fund 638 3,671 - - 387 (1,259)
Old Mutual Heitman REIT Fund 3,875 1,047 1,013 4,823 67 (180)
Old Mutual International Bond Fund 192 3,745 - - 111 (352)
Old Mutual International Equity Fund 425 11,744 (7,911) 18,436 425 (7,575)
Old Mutual Large Cap Growth Fund 13,485 5,800 1,169 9,972 63 208
Old Mutual Strategic Small Company Fund 4 5,531 - - 4 (1,968)
Old Mutual TS&W Mid-Cap Value Fund 62 4,276 (1,501) 8,070 62 (952)
Old Mutual TS&W Small Cap Value Fund 3,947 7,509 962 7,753 35 556
____________________________________________________________________________________________________________________________________
Total $41,221 $83,647 $(5,821) $93,985 $2,381 $(21,669)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/10 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Advantage Growth Fund $ 12 $10,871 $ - $ - $ 12 $ (5,365)
Old Mutual Analytic U.S. Long/Short Fund 52 3,827 (750) 1,979 51 (1,435)
Old Mutual Barrow Hanley Value Fund 486 9,670 (281) 8,690 184 (5,051)
Old Mutual Barrow Hanley Core Bond Fund 1,926 36 52 1,942 26 -
Old Mutual Copper Rock Emerging Growth Fund 2,802 790 135 2,197 - 50
Old Mutual Discover Value Fund - 2,902 - - 7 232
Old Mutual Focused Fund 1,059 3,157 (715) 3,658 57 (405)
Old Mutual Growth Fund 5 167 - - 5 34
Old Mutual Heitman Global Real Estate Securities Fund 791 4,538 - - 480 (1,518)
Old Mutual Heitman REIT Fund 4,492 3,309 1,014 4,567 84 (534)
Old Mutual International Equity Fund 1,128 9,721 (5,929) 15,872 424 (6,298)
Old Mutual Large Cap Growth Fund 11,550 5,645 687 7,058 52 466
Old Mutual Strategic Small Company Fund 5 4,474 - - 5 (1,415)
Old Mutual TS&W Mid-Cap Value Fund 2,271 3,272 (463) 6,140 48 (718)
Old Mutual TS&W Small Cap Value Fund 2,927 7,189 549 4,115 25 561
____________________________________________________________________________________________________________________________________
Total $29,506 $69,568 $(5,701) $56,218 $1,460 $(21,396)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
36
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 FASB Accounting Standards Codification 740-10 ("ASC 740-10"), Income Taxes. ASC 740-10
requires an evaluation of tax positions taken (or expected to be taken) in the course of preparing the Funds' 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.
ASC 740-10 requires management of the Funds to analyze all open tax years, fiscal years 2006 - 2009 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, 2010, 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, 2010, primarily attributable to reclassifications of capital
distributions received from underlying funds for tax purposes and losses disallowed according to section 362(e) of the Internal
Revenue Code, 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 Asset Allocation Conservative Portfolio $(197) $487 $(290)
Old Mutual Asset Allocation Balanced Portfolio (426) 662 (236)
Old Mutual Asset Allocation Moderate Growth Portfolio (82) 500 (418)
Old Mutual Asset Allocation Growth Portfolio (103) 86 17
____________________________________________________________________________________________________________________________________
The tax character of dividends and distributions declared during the years ended July 31, 2010 and 2009 were as follows:
Ordinary Long Term
Income Capital Gain Total
(000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio
2010 $1,967 $ - $ 1,967
2009 2,678 669 3,347
Old Mutual Asset Allocation Balanced Portfolio
2010 2,409 - 2,409
2009 6,147 3,748 9,895
Old Mutual Asset Allocation Moderate Growth Portfolio
2010 2,245 - 2,245
2009 4,320 8,051 12,371
Old Mutual Asset Allocation Growth Portfolio
2010 1,432 - 1,432
2009 1,501 5,562 7,063
____________________________________________________________________________________________________________________________________
37
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2010
As of July 31, 2010, the components of Distributable Earnings/(Accumulated Losses) were as follows:
Undistributed Unrealized Other
Ordinary Capital Loss Post October Appreciation/ Temporary
Income Carryforwards Losses Depreciation Differences Total
(000) (000) (000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation
Conservative Portfolio $111 $ (2,719) $ (491) $ 1,560 $ - $ (1,539)
Old Mutual Asset Allocation
Balanced Portfolio 87 (20,726) (4,629) (1,886) 3 (27,151)
Old Mutual Asset Allocation
Moderate Growth Portfolio 99 (33,246) (9,527) (7,082) - (49,756)
Old Mutual Asset Allocation
Growth Portfolio 118 (26,778) (10,160) (7,964) (3) (44,787)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2009 through July 31, 2010 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, 2010, the following Funds had capital loss carry forwards available to offset future realized gains through the
indicated expiration dates:
2017 2018 Total
(000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ - $ 2,719 $ 2,719
Old Mutual Asset Allocation Balanced Portfolio 1,664 19,062 20,726
Old Mutual Asset Allocation Moderate Growth Portfolio 5,460 27,786 33,246
Old Mutual Asset Allocation Growth Portfolio 5,176 21,602 26,778
____________________________________________________________________________________________________________________________________
The Federal tax cost, aggregate gross unrealized appreciation and depreciation of investments held by each Fund at July 31, 2010
were as follows:
Net
Unrealized
Federal Tax Unrealized Unrealized Appreciation/
Cost Appreciation Depreciation Depreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 41,958 $2,540 $ (980) $ 1,560
Old Mutual Asset Allocation Balanced Portfolio 83,799 5,384 (7,270) (1,886)
Old Mutual Asset Allocation Moderate Growth Portfolio 101,711 7,068 (14,150) (7,082)
Old Mutual Asset Allocation Growth Portfolio 64,666 3,557 (11,521) (7,964)
____________________________________________________________________________________________________________________________________
9. NEW ACCOUNTING PRONOUNCEMENT
____________________________________________________________________________________________________________________________________
In January 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-06 "Improving Disclosures about Fair Value
Measurements." ASU 2010-06 requires the Funds to include disclosures about amounts and reasons for significant transfers in and out
of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and
nonrecurring fair value measurements that fall in either Level 2 or Level 3. Effective for interim and annual reporting periods
beginning after December 15, 2010, the Funds will be required to include disclosures on purchases, sales, issuances and settlements
in the reconciliation of activity in Level 3 fair value measurements. The disclosures about purchases, sales, issuances, and
settlements in the reconciliation of activity in Level 3 fair value measurements will be effective for interim and annual reporting
periods beginning after December 15, 2010. At this time, the Adviser is evaluating the implications of ASU No. 2010-06 and its
impact on the financial statements has not been determined.
10. SUBSEQUENT EVENTS
____________________________________________________________________________________________________________________________________
In accordance with the provisions set forth in FASB Accounting Standards Codification 855-10 Subsequent Events, the Adviser has
evaluated the possibility of subsequent events existing in the Funds' financial statements and has determined that there are no
material events that would require disclosure in the Funds' financial statements.
38
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 seven funds
constituting Old Mutual Funds I, hereafter referred to as the "Funds") at July 31, 2010 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 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, 2010 by correspondence with the transfer agent, provide a reasonable basis for our
opinion.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
September 21, 2010
39
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2010 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2010 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2010, each Fund is designating the following items with regard to distributions paid during the year.
Qualifying
For Corporate Qualified
Dividends Qualifying U.S. Qualified Short Term
Receivable Dividend Government Interest Capital
Fund Deduction (1) Income (2) Interest (3) Income (4) Gain (5)
___________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio 6.36% 7.66% 0.00% 0.02% 0.00%
Old Mutual Asset Allocation Balanced Portfolio 15.82% 22.50% 0.00% 0.03% 0.00%
Old Mutual Asset Allocation Moderate Growth Portfolio 20.64% 43.66% 0.00% 0.03% 0.00%
Old Mutual Asset Allocation Growth Portfolio 35.49% 90.26% 0.00% 0.04% 0.00%
===========================================================================================================================================
(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.
40
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, 2010 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.
41
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2010
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, 2010.
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 60;Annualized 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
2/1/10 7/31/10 Month Period Period* 2/1/10 7/31/10 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 $1,033.60 0.61% $3.08 Actual Fund Return $1,000.00 $1,034.90 0.39% $1.97
Hypothetical 5% Return 1,000.00 1,021.77 0.61 3.06 Hypothetical 5% Return 1,000.00 1,022.86 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 1,028.90 1.36 6.84 Actual Fund Return 1,000.00 1,034.10 0.39 1.97
Hypothetical 5% Return 1,000.00 1,018.05 1.36 6.80 Hypothetical 5% Return 1,000.00 1,022.86 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 1,035.00 0.34 1.72 Actual Fund Return 1,000.00 1,034.30 0.57 2.88
Hypothetical 5% Return 1,000.00 1,023.11 0.34 1.71 Hypothetical 5% Return 1,000.00 1,021.97 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 1,034.80 0.36 1.82 Actual Fund Return 1,000.00 1,030.60 1.32 6.65
Hypothetical 5% Return 1,000.00 1,023.01 0.36 1.81 Hypothetical 5% Return 1,000.00 1,018.25 1.32 6.61
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio - Class A Old Mutual Asset Allocation Moderate Growth Portfolio - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,032.60 0.64 3.23 Actual Fund Return 1,000.00 1,035.00 0.32 1.61
Hypothetical 5% Return 1,000.00 1,021.62 0.64 3.21 Hypothetical 5% Return 1,000.00 1,023.21 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 1,028.90 1.39 6.99 Actual Fund Return 1,000.00 1,035.00 0.32 1.61
Hypothetical 5% Return 1,000.00 1,017.90 1.39 6.95 Hypothetical 5% Return 1,000.00 1,023.21 0.32 1.61
_________________________________________________________________________________________ _________________________________________________________________________________________
42
Annualized Expenses
Beginning Ending Expense Paid
Account Account Ratios During
Value Value for the Six Six Month
2/1/10 7/31/10 Month Period Period*
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class A
_________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,035.70 0.57% $2.88
Hypothetical 5% Return 1,000.00 1,021.97 0.57 2.86
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class C
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,032.60 1.32 6.65
Hypothetical 5% Return 1,000.00 1,018.25 1.32 6.61
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class Z
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,037.40 0.32 1.62
Hypothetical 5% Return 1,000.00 1,023.21 0.32 1.61
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Institutional Class
_________________________________________________________________________________________
Actual Fund Return 1,000.00 1,037.40 0.32 1.62
Hypothetical 5% Return 1,000.00 1,023.21 0.32 1.61
_________________________________________________________________________________________
* Expenses are equal to each 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).
43
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2010 (Unaudited)
_________________________________________________________________________________________________________________________________________________________________________________
INDEPENDENT TRUSTEES
_________________________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex Other Directorships
Held with the and Length of Principal Occupation(s) Overseen Held by Trustee
Name and Age Trust Time Served During Past Five Years by Trustee During Past Five Years
_________________________________________________________________________________________________________________________________________________________________________________
L. Kent Moore Chairman of Since 2004 Managing Member, Eagle River Ventures, 22 TS&W/Claymore Tax-Advantaged
(Age: 54) the Board and LLC (investments) since 2003. Chairman, Balanced Fund, Old Mutual/
Trustee Foothills Energy Ventures, LLC, since Claymore Long Short Fund,
2006. Partner, WillSource Enterprise, Old Mutual Funds II.
LLC (oil and gas exploration and
production), 2005 to 2006. 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, The 22 ING Clarion Global Real Estate
(Age: 65) Triumph Group, Inc. (manufacturing), Income Fund, Old Mutual Funds II.
1992 - 2007.
_________________________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. President and Chief Investment 22 TS&W/Claymore Tax-Advantaged
(Age: 68) Officer, TRW Investment Management Balanced Fund, Old Mutual/
Company (investment management), Claymore Long-Short Fund, Old
1984 - 2003. Mutual Funds II.
_________________________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, ING Clarion 22 ING Clarion Global Real Estate
(Age: 67) Real Estate Securities (investment Income Fund, ING Clarion, Old
management), since 1998. Mutual Funds II.
_________________________________________________________________________________________________________________________________________________________________________________
INTERESTED TRUSTEE AND ADVISORY TRUSTEE
_________________________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex Other Directorships
Held with the and Length of Principal Occupation(s) Overseen Held by Trustee
Name and Age Trust Time Served During Past Five Years by Trustee During Past Five Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters** Interested Since 2006 Chief Executive Officer, since 2008, 7 Old Mutual Capital, Inc., Old Mutual
(Age: 50) Trustee, President, since 2006, and Chief Investment Partners, Old Mutual
President, Operating Officer (2006 - 2008), Old Fund Services.
and Principal Mutual Capital, Inc. President and Chief
Executive Executive Officer, Scudder family of
Officer funds, 2004 - 2005).
_________________________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.*** Advisory Since 2006 Chairman - Southeast, Goldman Sachs 22 Total Systems Services, Inc., Equifax,
(Age: 65) Trustee & Co., since 2006. Chairman, King & Inc., Old Mutual Funds II.
Spalding 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 is considered to be an "interested person" of the Trust, as that term is defined in the 1940 Act, due to his
employment at Goldman Sachs & Co. and the possibility that the Trust may execute trades with Goldman Sachs & Co. acting as
principal. As an Advisory Trustee, Mr. Driver has no voting rights.
44
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 Held and Length of Principal Occupation(s)
Name and Age* with the Trust Time Served** During Past 5 Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters President and Principal Since 2006 Chief Executive Officer, since 2008, President, since 2006, and Chief Operating
(Age: 50) Executive Officer Officer, October 2006 - June 2008, Old Mutual Capital, Inc. President, Chief
Financial Officer and Treasurer, Old Mutual Fund Services, since 2006. President,
since 2008, Old Mutual Investment Partners. President and Chief Executive
Officer, Scudder family of funds, 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Principal Since 2006 Vice President, since 2007, Old Mutual Capital, Inc. and Vice President, since
(Age: 41) Financial Officer 2006, Old Mutual Fund Services. Vice President of Portfolio Accounting, Founders
Asset Management LLC, 2000 - 2006.
_________________________________________________________________________________________________________________________________________________________________________________
Andra C. Ozols Vice President and Since 2005 Chief Administrative Officer, since 2009, Senior Vice President, Secretary, and
(Age: 49) Secretary General Counsel, since 2005, Old Mutual Capital, Inc. and Old Mutual Investment
Partners. Senior Vice President, Secretary, and General Counsel, since 2005, Old
Mutual Fund Services. Executive Vice President, 2004 - 2005, General Counsel
and Secretary, 2002 - 2005, and Vice President, 2002 - 2004, ICON Advisors,
Inc. Director of ICON Management & Research Corporation, 2003 - 2005.
Executive Vice President, 2004 - 2005, General Counsel and Secretary,
2002 - 2005, and Vice President, 2002 - 2004, ICON Distributors, Inc. Executive
Vice President and Secretary, ICON Insurance Agency, Inc., 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Vice President, Vice President and Chief Vice President and Chief Compliance Officer, since 2010, Regulatory Reporting
(Age: 33) Chief Compliance Compliance Officer Manager, since 2006, and Assistant Vice President, 2009 - 2010, Old Mutual
Officer and Assistant since 2010; Assistant Fund Services. Chief Compliance Officer and Vice President, since 2010, Old
Treasurer Treasurer since 2006 Mutual Capital, Inc. Manager, 2004 - 2006, PricewaterhouseCoopers LLP.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Vice President and Vice President since Vice President and Associate General Counsel, since 2009, and Associate
(Age: 36) Assistant Secretary 2010, Assistant Counsel, 2005 - 2009, Old Mutual Capital, Inc. Associate Attorney, Hall & Evans,
Secretary since 2007 LLC, 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
45
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (Unaudited)
Background
The Board of Trustees of ("Board" or "Trustees") of Old Mutual Funds I (the "Trust") is required to annually approve the renewal of
the Trust's advisory agreements. During the contract renewal meetings held on May 18, 2010 and June 25, 2010, the Board as a whole,
and the disinterested or "Independent" Trustees voting separately, unanimously approved the continuance of the investment advisory
agreement (the "Advisory Agreement") for each series portfolio of the Trust (each a "Fund" and together, the "Funds") with Old
Mutual Capital, Inc. ("OMCAP" or "Adviser"). The Trustees, including all of the Independent Trustees voting separately, also
unanimously approved the continuance of the sub-advisory agreements (each a "Sub-Advisory Agreement" and, together with the Advisory
Agreement, the "Agreements") with the Funds' sub-advisers: Acadian Asset Management, LLC ("Acadian"); Analytic Investors, LLC;
Copper Rock Capital Partners, LLC ("Copper Rock"); and Ibbotson Associates Advisors, LLC ("Ibbotson") (each a "Sub-Adviser" and
together, the "Sub-Advisers"). The Agreements were approved for a one year period ending July 31, 2011. In doing so, the Board
determined, in exercise of their business judgment, that the overall advisory arrangements with each Fund were in the best interests
of each Fund and its shareholders and that the compensation to the Adviser and Sub-Advisers is fair and reasonable.
The Board's Evaluation Process
The Board met throughout the year to review the performance of the Funds, including comparative performance information and periodic
asset flow data. Over the course of the year, the Board met with portfolio managers for the Funds and other members of management to
review the performance, investment objective(s), policies, trading, strategies and techniques used in managing each Fund. The
Trustees also received and reviewed a considerable amount of information and analysis from Old Mutual Capital in response to
requests of the Independent Trustees and their independent legal counsel. In the course of its deliberations, the Board evaluated,
among other things, the qualifications of the investment personnel at OMCAP and each of the Sub-Advisers; the compliance programs of
OMCAP and the Sub-Advisers; brokerage practices, including the extent the Sub-Advisers obtained research through "soft dollar"
arrangements with the Funds' brokerage; and the financial and non-financial resources available to provide services required under
the Agreements.
In addition to meeting throughout the year, at its designated contracts renewals meetings, the Board conducted an in-depth review of
the performance, advisory fees, total expense ratios, OMCAP's contractual agreement to limit the Funds' expenses, and other matters
related to the Funds. The Board also received a report on comparative mutual fund performance, advisory fees, and expense levels for
each Fund (the "Peer Reports") prepared by Lipper, Inc. ("Lipper"), an independent mutual fund statistical service. Throughout their
consideration of the Agreements, the Independent Trustees were advised by their independent legal counsel.
During the annual contract renewal process, the Board considered the information provided to them, including information provided at
their meetings throughout the year as part of their ongoing oversight of the Funds, and did not identify any one particular factor
that was controlling. The material factors and conclusions that formed the basis for the Trustees' approval of the continuation of
the Agreements are discussed below.
Nature and Extent of Services. The Board reviewed the nature, extent and quality of services provided by OMCAP and the Sub-Advisers,
taking into account the investment objective and strategy of each Fund, the knowledge the Trustees gained from their regular
meetings with management, and their ongoing review of information related to the Funds. In addition, the Board reviewed the
resources and key personnel of OMCAP and each Sub-Adviser, with particular emphasis placed on employees providing investment
management services to the Funds. The Board also considered the other services provided to the Funds by OMCAP, its affiliates, and
the Sub-Advisers, such as managing the execution of portfolio transactions and the selection of broker/dealers for those
transactions; monitoring adherence to the Funds' investment restrictions; producing shareholder reports; providing support services
for the Trustees; communicating with shareholders; and overseeing the activities of other service providers, including monitoring
compliance with various policies and procedures of the Funds and with applicable securities laws and regulations. The Board also
considered the steps that OMCAP and its affiliates continue to take to improve the quality and efficiency of the services they
provide to the Funds in the areas of investment performance, fund operations, shareholder services and compliance.
Advisory Fees. The Board reviewed the Funds' advisory fees compared to funds in each Fund's expense group as determined by Lipper.
The Board also compared each Fund's net effective management fee, which is the net fee after waivers and reimbursements by the
Adviser pursuant to the contractual expense limitation arrangements. The Board noted that OMCAP has contractually agreed to limit
expenses of the Funds through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a
specified percentage of average daily net assets for each class of shares of the Funds. 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, with the Board noting that during the previous year, the Adviser has not realized a profit on any of the Funds. It
was noted that one Fund was marginally profitable at an enterprise level, taking into account the sub-advisory fees received by an
affiliated sub-adviser. The Board also reviewed advisory fee levels compared to other similar investment accounts managed by the
Adviser and Sub-Advisers. Further, the Board considered the new management fee reduction for the Old Mutual Analytic Fund. The Board
also considered that five of the seven Funds had advisory fee breakpoints based on certain asset level thresholds and the Trustees
considered these breakpoints an acceptable framework of expense savings to pass on to shareholders resulting from economies of
scale. The Board also considered that given the lack of profitability of each of the Funds, it was not appropriate to consider
additional breakpoints for the Funds.
46
Profitability and Financial Resources. The Board reviewed information from OMCAP concerning the costs of the advisory and other
services that OMCAP provides to the Funds and the profitability of OMCAP in providing these services. The Board also reviewed
information concerning the financial condition of OMCAP and its affiliates. The Board considered the overall financial condition of
Old Mutual U.S. Holdings, OMCAP's parent company, as well as the financial condition of Old Mutual plc, the ultimate parent of OMCAP
and its affiliates. The Board noted that OMCAP continues to operate at a net loss although its financial condition has improved as a
result of the fund rationalization and corporate restructuring that had taken place the previous year. The Board considered whether
OMCAP is financially sound and has the resources necessary to perform obligations under the Advisory Agreement, and concluded that
OMCAP, with the backing of its parent company, has the financial resources necessary to fulfill these obligations. The Board also
considered whether each Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the
sub-advisory contracts, and concluded that each Sub-Adviser has the financial resources necessary to fulfill these obligations.
Collateral Benefits to OMCAP and its Affiliates. The Board considered various other benefits received by OMCAP and its affiliates
resulting from the relationship with the Funds, including increased visibility in the investment community and the fees received by
OMCAP and its affiliates for their provision of administrative and distribution services to the Funds. The Board considered the
performance of OMCAP and its affiliates in providing these services and the organizational structure employed to provide these
services. The Board weighed the benefits to affiliates of OMCAP, namely the Trust's relationship with its distributor, Old Mutual
Investment Partners, which, although not profitable, created further visibility for OMCAP and its parent company. The Board also
considered that these services are provided to the Funds pursuant to written contracts that are reviewed and approved on an annual
basis by the Board. The Board also considered that OMCAP retains a small portion of the sales charge on Class A shares.
The Board considered the benefits realized by the Sub-Advisers as a result of portfolio brokerage transactions executed through
"soft dollar" arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution
services from the Sub-Advisers to the Funds and therefore may reduce the Sub-Advisers' expenses. The Board also considered that the
soft dollar benefits may enhance the ability of the Adviser or the Sub-Advisers to obtain research and brokerage services, which may
inure to the benefit of other clients.
Approval of Agreements
Discussed below in more detail is the Board's consideration of the Funds' contractual and net advisory fees as well as a discussion
of the investment performance of each Fund.
Balanced Portfolio. In connection with the approval of the renewal of the Agreements related to the Old Mutual Asset Allocation
Balanced Portfolio ("Balanced Portfolio"), the Trustees considered the fact that while contractual advisory fees ranked five out of
the seven funds in the expense group, the actual net advisory fee for the Balanced Portfolio was zero as a result of fee waivers,
which ranked the Portfolio tied for first in the peer group, while the Balanced Portfolio's total expenses ranked eight out of nine
funds. The Board considered the relatively small asset base of the Balanced Portfolio and the continuing efforts of the Adviser with
respect to expenses. The Trustees considered the fact that while the total return performance for the Balanced Portfolio for the
one-year period ended March 31, 2010 ranked six out of nine funds in its performance group, the Balanced Portfolio's longer term
performance generally ranked more favorably, with the Balanced Portfolio ranking four out of nine funds for the two-year period, six
out of eight funds for the three-year period, three out of six funds for the four-year period, and four out of six funds for the
five-year and since inception periods.
Conservative Portfolio. In connection with the approval of the renewal of the Agreements related to the Old Mutual Asset Allocation
Conservative Portfolio ("Conservative Portfolio"), the Trustees considered the fact that while the contractual advisory fee ranked
four out of the seven funds in the expense group, the actual net advisory fee for the Conservative Portfolio was zero as a result of
fee waivers, which ranked the Portfolio tied for first in the peer group, while the Conservative Portfolio's total expenses ranked
eight out of ten funds. The Board considered the relatively small asset base of the Conservative Portfolio and the continuing
efforts of the Adviser with respect to expenses. The Trustees considered the fact that while the total return performance for the
Conservative Portfolio for the one-year period ended March 31, 2010 ranked nine out of ten funds in its performance group, the
Conservative Portfolio's longer term performance ranked in the first quintile for the two, three, four, five year and since
inception periods, with the Conservative Portfolio ranking two out of ten funds for the two-year period, one out of nine funds for
the three-year period, one out of seven funds for the four-year period, and two out of seven funds for the five-year and since
inception periods. It was noted that due to its higher fixed income allocation, the Conservative Portfolio is generally more
conservative than the other funds in its performance group, and that while the higher fixed income allocation generally contributed
to relative performance over the longer periods, it detracted from the shorter-term performance due to the outperformance of
equities during that time frame.
47
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS - concluded (Unaudited)
Growth Portfolio. In connection with the approval of the renewal of the Agreements related to the Old Mutual Asset Allocation Growth
Portfolio ("Growth Portfolio"), the Trustees considered the fact that while the contractual advisory fee ranked five out of the six
funds in the expense group, the actual net advisory fee for the Growth Portfolio was zero as a result of fee waivers, which ranked
the Portfolio tied for first in its expense group, while the Growth Portfolio's total expenses ranked five out of eight funds. The
Board considered the relatively small asset base of the Growth Portfolio and the continuing efforts of the Adviser with respect to
expenses. The Trustees considered that Lipper did not compile a performance group for the Growth Portfolio because of the limited
number of multi-cap growth funds in the group, but that Lipper did compare the Growth Portfolio's performance to a broad-based
performance universe. The Board noted that performance ranking for the Growth Portfolio versus its broader performance universe for
the one year period ended March 31, 2010 was 202 out of 452 funds, which was an improvement over the performance ranking for the
previous periods, with the Growth Portfolio ranking 342 out of 414 funds for the two-year period, 348 out of 381 for the three-year
period, 267 out of 332 funds for the four-year period, 233 out of 302 funds for the five-year period and 214 out of 298 funds for
the since inception period.
Moderate Growth Portfolio. In connection with the approval of the renewal of the Agreements related to the Old Mutual Asset
Allocation Moderate Growth Portfolio ("Moderate Growth Portfolio"), the Trustees considered the fact that while the contractual
advisory fee ranked five out of the six funds in the expense group, the actual net advisory fee for the Moderate Growth Portfolio
was zero as a result of fee waivers, which ranked the Portfolio tied for first out of a peer group of six funds, while the Moderate
Growth Portfolio's total expenses ranked seven out of eight funds. The Board considered the relatively small asset base of the
Moderate Growth Portfolio and 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, 2010 ranked four out of eight
funds, an improvement over the performance ranking for the two, three and four year periods, with the Moderate Growth Portfolio
ranking eight out of eight funds for the two-year and three year periods, six out of six fund for the four-year period, three out of
six funds for the five-year period and three out of five funds for the since inception period. It was noted that the Moderate Growth
Portfolio is generally more aggressive that the other funds in its performance group due to its higher equity allocation and REIT
holdings, and that while the higher equity allocation generally contributed to relative over-performance over the short term, it
detracted from the longer-term performance due to the underperformance of equities during that time frame.
Board Approvals
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 and its shareholders. 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 to other funds with similar
investment strategies, and is therefore reasonable, considering the services provided by the Adviser;
o that the level of fees to be charged by the Sub-Advisers to the Funds compared to the fees charged by the Sub-Advisers to
other advised accounts taking into consideration certain differences of the various accounts , as well as to fees charged by
other investment advisers to other funds with similar investment strategies, is reasonable, considering the services provided
by the Sub-Advisers;
o that each Fund's performance was generally competitive with that of its performance peer group or steps had been or would be
taken to improve relative performance;
o that the Adviser's willingness to waive 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 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; and
o that the Adviser and Sub-Advisers appear to have overall high quality in terms of their personnel, operations, investment
management capabilities, and methodologies.
48
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-10-069 09/2010
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2010
Old Mutual Analytic Fund
Old Mutual Copper Rock Emerging Growth 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 Copper Rock Emerging Growth Fund
Class A (OMARX), Class Z (OMZRX), Institutional Class (OMIRX) 15
Old Mutual International Equity Fund
Class A (OMXAX), Class Z (OMXZX), Institutional Class (OMXIX) 22
Statements of Assets & Liabilities 32
Statements of Operations �� 33
Statements of Changes in Net Assets 34
Statement of Cash Flows 36
Financial Highlights 37
Notes to Financial Statements 40
Report of Independent Registered Public Accounting Firm 50
Notice to Shareholders 51
Proxy Voting and Portfolio Holdings 52
Fund Expenses Example 53
Board of Trustees and Officers of the Trust 54
Board Review and Approval of Investment
Management and Sub-Advisory Agreements 56
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 was applied or the investment was not redeemed. Performance with load assumes
that a front-end or contingent deferred sales charge was applied to the extent applicable. Each of the Funds offers Class A, Class
Z and Institutional Class shares. The Old Mutual Analytic Fund also offers Class C 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, 2010, 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 or security 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, 2010 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 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") EAFE®
Index assumes 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 3-month Treasury Bill Index
The Citigroup 3-month Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to market. The
3-month Treasury Bill Indexes consist of the last three three-month Treasury Bill issues.
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 May 2010, the MSCI EAFE Index consisted of the following 22
developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland,
Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United
Kingdom.
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
The unmanaged Standard & Poor's 500 ("S&P 500") 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:
At the beginning of the fiscal year, investors saw stock markets around the world climb higher. There were signs that an economic
recovery was intact and that the recession may be over. By autumn of 2009, there were reports that U.S. home sales were stronger
than expected and the Federal Reserve Board vowed to keep interest rates low. In fact, the third and fourth quarters of 2009 were
not only good for the major market indexes, but for small-caps specifically. As history has shown, small-cap stocks tend to recover
more quickly coming out of a recession and outperform their large-cap counterparts. This held true as the small-cap segment posted
its best start to the calendar year since 2006. However, the upward trajectory came to an abrupt end in May and June of 2010, and
there was a strong reversal in the markets' positive strength. This was due in large part to the sell-off that began in late April
when fears took hold that some heavily indebted European countries, such as Greece, may default on their sovereign debt. Even the
small-cap markets, which had such a strong showing during the first quarter of 2010, experienced their worst second calendar-year
quarter in history, though they still managed to outperform large-caps. It wasn't until July, the final month of the 12-month
reporting period, that markets rebounded.
While the economic picture may be muddled, many of the sub-advisers to the Old Mutual Funds I portfolios believe that though
investors remain cautious of the potential for a double-dip recession, the likelihood of a second recession coming to fruition is
relatively low. That said, many of the sub-advisers believe that investors will begin to focus on important long-term drivers of
growth - valuation, earnings and quality - and, going forward, there may be significant opportunities for active stock selection
in those higher-quality companies with improving earnings.
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
3
OLD MUTUAL ANALYTIC FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Analytic Investors, LLC
Performance Highlights
o For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Analytic Fund posted a 3.92% return at net asset
value, while the S&P 500 returned 13.84% and the Citigroup 3-month Treasury Bill Index returned 0.12%.
o Sectors that detracted from performance included information technology, industrials and utilities. On the contrary,
healthcare, energy and materials were among the sectors that contributed positively to performance.
o Long positions in AmerisourceBergen, Ford Motor and Comcast were among the top contributors for the period.
o Among the top detractors for the period were short positions in Liberty Media Capital and Goldman Sachs Group, and a long
position in Micron Technology.
Q. How did the Fund perform relative to its Index?
A. For the fiscal year ended July 31, 2010, Class A shares of the Old Mutual Analytic Fund (the "Fund") posted a 3.92% return at
net asset value, while the S&P 500 returned 13.84% and the Citigroup 3-month Treasury Bill Index returned 0.12%. Performance
for all share classes can be found on page 6.
Q. What investment environment did the Fund face during the past year?
A. Stock markets around the world rose for the first part of the reporting period, came to an abrupt halt in May and June, and
rebounded strongly during the final month of the fiscal year.
Signs that the recession was over and that the economic recovery was intact during the first half of the period - Federal
Reserve Board Chairman Ben Bernanke pledged to keep interest rates low, home sales were stronger than expected and the European
Union said they would backstop Greece's debt - caused investors to seek risky assets, with high beta and low quality
characteristics. However, during the second quarter of 2010, the market rally stopped briefly, as investors were rattled due to
a wide range of macroeconomic worries. The sell-off began in late April when fear of Greece and other European countries
defaulting on their sovereign debt sent investors scurrying for less-risky assets. Markets rallied during the final month of
the year ended July 31, 2010 as the threat of the global economy slipping back into recession diminished, and investors once
again began to reward risk-based factors.
Q. Which market factors influenced the Fund's relative performance?
A. The equity portion of the Fund's portfolio added to the total return of the Fund during the period, but underperformed
relative to the Index. Overweight exposures to companies with certain factors such as asset utilization and sales-to-price
ratios performed well, as did an overweight position to companies with cash flow-to-price ratios. In addition, negative
exposures to companies with above-average sales-per-share volatility and attractive duration beta contributed positively to
performance as investors penalized these characteristics during the period. Positive exposure to companies with attractive
historical earnings-to-price ratios and profit margins, as well as those with above-average growth in profitability detracted
from performance during the period as investors penalized these measures. Negative exposure to companies with high financial
leverage also dampened performance, as investors rewarded these measures.
Option positions detracted from performance during the period as the market continued to climb. While call options written on
the PHLX Housing Sector Index, as well as on the Russell 1000 Index, added value, they were not able to overcome the
performance of calls written on the S&P 500, KBW Regional Banking Index and ISE U.S. Regional Bank Index, which subtracted
value during the fiscal year.
The global asset allocation overlay portion of the Fund detracted from performance during the fiscal year, with most of the
underperformance occurring during the middle of the period. This is primarily because the global asset allocation overlay is a
hedge-like product that is expected to underperform the S&P 500 in rapidly rising markets. The currency component posted strong
positive returns during the year; however, it was not enough to offset the negative returns posted by the equity and VIX
components of the strategy. (The VIX is determined by a complex formula based on the assumption that, other things being equal,
options will trade at higher prices when expected volatility rises.) Within the equity strategy, underweights to several
European countries (France, Netherlands and Sweden), as well as to Japan, detracted significantly from performance as these
markets experienced large positive returns during the year. The VIX spot steadily declined through the first half of the
period, causing the VIX component to detract from performance. Following the multiple spikes in the VIX in May, performance
within the component picked up and posted positive returns in the subsequent months; however, they were not enough to offset
the negative returns experienced during the rest of the period. On June 25, 2010, the Fund's Board of Trustees elected to
discontinue the global asset allocation overlay strategy, effective on or around September 24, 2010.
Analytic Fund
4
Q. How did portfolio composition affect relative Fund performance?
A. Sectors that detracted from performance included information technology, industrials and utilities. On the contrary,
healthcare, energy and materials were among the sectors that contributed positively to performance.
Long positions in AmerisourceBergen, Ford Motor and Comcast were among the top contributors for the period. AmerisourceBergen,
a wholesale drug company, not only experienced successful product launches and strong revenues, but its earnings in the latter
part of the period increased by 34% since the same time one year ago. Ford Motor, an American multinational automaker,
announced that it would be adding 60 jobs and investing over $150 million to its Cleveland operations. The additional employees
and investment will be used to build a new fuel-efficient engine for the 2011 Ford Mustang, and is part of Ford's investment
into upgrading and creating new engines and transmissions for several models (including Lincoln and Mercury vehicles). Comcast,
a cable operator, announced that it signed an agreement to form a joint venture with General Electric Company, in which 51%
will be owned by Comcast and the remaining 49% by General Electric Company.
Among the top detractors for the period were short positions in Liberty Media Capital and Goldman Sachs Group, and a long
position in Micron Technology. Liberty Media Capital a media conglomerate, saw its share price rise due to the completion of a
merger between Liberty Entertainment, a division of Liberty Media, and DIRECTV Group. Liberty Entertainment is now a wholly
owned subsidiary of DIRECTV (Holdings), a new public holding company. Goldman Sachs Group, a banking and securities firm,
experienced a rise in share price based on false rumors that a settlement had been reached regarding the charges brought about
by the SEC. Shares of Micron Technology, a semiconductor producer, suffered as a result of news that the European Union would
be fining it, as well as several other companies, on charges of illegally fixing prices.
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 stocks with attractive cash
flow-to-price ratios. Analytic also intends to focus on select companies with above-average asset utilization, while
de-emphasizing companies with higher-than-average analyst dispersion. Analytic further anticipates continuing to seek to
emphasize companies with above-average historical earnings-to-price ratios, while moving away from companies with high
sales-per-share volatility and above-average projected earnings growth.
Analytic's process is based on the fundamental belief that there is consistency in the types of characteristics investors
prefer. If this holds going forward, Analytic believes the Fund should benefit from being properly positioned towards stocks
with characteristics favored by investors.
It is important to note that the Fund is involved in the investment of derivative instruments. A derivative is a contract whose
value is based on the performance of an underlying financial asset, index or other investment. Derivative use poses risks
different from, or greater than, those associated with a direct investment in the securities underlying the Fund's Index.
Top Ten Holdings
as of July 31, 2010*
Microsoft 3.8%
___________________________________________________________________________________
International Business
Machines 3.7%
___________________________________________________________________________________
Chevron 3.7%
___________________________________________________________________________________
Johnson & Johnson 3.6%
___________________________________________________________________________________
ConocoPhillips 3.1%
___________________________________________________________________________________
Wells Fargo 2.8%
___________________________________________________________________________________
Time Warner 2.7%
___________________________________________________________________________________
United States Treasury Bill
0.201%, 02/10/11 2.4%
___________________________________________________________________________________
Amgen 2.4%
___________________________________________________________________________________
Exelon 2.3%
___________________________________________________________________________________
As a % of Total
Fund Investments 30.5%
___________________________________________________________________________________
* Top Ten Holdings are all long positions.
�� Analytic Fund
5
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized Annualized
Inception 1 Year 5 Year 10 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 03/31/05 (2.06)% (6.46)% n/a (4.70)%
Class A without load 03/31/05 3.92% (5.35)% n/a (3.64)%
Class C with load 03/31/05 2.21% (6.06)% n/a (4.34)%
Class C without load 03/31/05 3.21% (6.06)% n/a (4.34)%
Class Z 07/01/78 4.11% (5.15)% (0.02)% 8.31% (1)
Institutional Class 12/09/05 (2) 4.11% n/a n/a (5.88)%
S&P 500 07/01/78 13.84% (0.17)% (0.76)% 11.17%
Citigroup 3-month Treasury Bill Index 07/01/78 0.12% 2.58% 2.51% 5.75%
____________________________________________________________________________________________________________________________________
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 July 22, 2010 supplement to the November
19, 2009 prospectus) are 2.31% and 2.07%; 2.87% and 2.82%; 1.87% and 1.81%; and 1.77% and 1.77%, 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 | Citigroup 3-month Treasury Bill Index | |
| 7/31/00 | 10,000 | 10,000 | 10,000 | |
| 7/31/01 | 9,804 | 8,567 | 10,546 | |
| 7/31/02 | 8,602 | 6,543 | 10,787 | |
| 7/31/03 | 9,228 | 7,239 | 10,932 | |
| 7/31/04 | 10,577 | 8,193 | 11,038 | |
| 7/31/05 | 13,008 | 9,344 | 11,281 | |
| 7/31/06 | 13,549 | 9,847 | 11,744 | |
| 7/31/07 | 14,949 | 11,435 | 12,338 | |
| 7/31/08 | 13,086 | 10,167 | 12,715 | |
| 7/31/09 | 9,590 | 8,137 | 12,797 | |
| 7/31/10 | 9,985 | 9,263 | 12,813 | |
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, 2000 to an investment made in unmanaged securities indexes 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.
Sector Weightings* as of July 31, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.2% | |
| Consumer Discretionary | 12.9% | |
| Consumer Staples | 7.8% | |
| Energy | 10.0% | |
| Financials | 13.4% | |
| Health Care | 14.7% | |
| Industrials | 5.8% | |
| Information Technology | 21.8% | |
| Materials | 3.5% | |
| Option | 0.1% | |
| Telecommunication Services | 3.3% | |
| U.S. Treasury Obligations | 2.4% | |
| Utilities | 4.1% | |
* sector weightings include only long positions.
6
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 119.1% Commercial Banks-Southern US - 0.0%
Aerospace/Defense - 2.0% First Citizens BancShares, Cl A 163 $ 31
General Dynamics (B) 26,654 $ 1,633 ______________
______________
Total Commercial Banks-Southern US 31
Total Aerospace/Defense 1,633 _____________________________________________________________________
_____________________________________________________________________
Commercial Banks-Western US - 0.0%
Airlines - 0.7% East West Bancorp 804 13
Delta Airlines* 47,245 561 ______________
______________
Total Commercial Banks-Western US 13
Total Airlines 561 _____________________________________________________________________
_____________________________________________________________________
Commercial Services-Finance - 0.2%
Applications Software - 4.6% Lender Processing Services 4,000 128
Microsoft (B) 143,980 3,716 Moody's 1,704 40
______________ ______________
Total Applications Software 3,716 Total Commercial Services-Finance 168
_____________________________________________________________________ _____________________________________________________________________
Auto-Cars/Light Trucks - 2.7% Computer Services - 2.5%
Ford Motor* (B) 171,163 2,186 Cognizant Technology Solutions, Cl A* 22,654 1,236
______________ Computer Sciences (B) 16,807 762
______________
Total Auto-Cars/Light Trucks 2,186
_____________________________________________________________________ Total Computer Services 1,998
_____________________________________________________________________
Building & Construction Products-Miscellaneous - 0.8%
Owens Corning* 19,852 625 Computers - 9.0%
______________ Apple* (B) 7,551 1,942
Dell* (B) 120,068 1,590
Total Building & Construction Products-Miscellaneous 625 Hewlett-Packard 1,270 58
_____________________________________________________________________ International Business Machines (B) 28,814 3,700
______________
Building-Residential/Commercial - 0.2%
NVR* 240 150 Total Computers 7,290
______________ _____________________________________________________________________
Total Building-Residential/Commercial 150 Computers-Memory Devices - 0.3%
_____________________________________________________________________ Seagate Technology* 20,842 262
______________
Cable/Satellite TV - 3.5%
Comcast, Cl A 45,169 879 Total Computers-Memory Devices 262
DIRECTV, Cl A* 8,824 328 _____________________________________________________________________
DISH Network, Cl A 18,142 364
Time Warner Cable (B) 23,073 1,319 Computers-Peripheral Equipment - 0.3%
______________ Lexmark International, Cl A* 7,397 272
______________
Total Cable/Satellite TV 2,890
_____________________________________________________________________ Total Computers-Peripheral Equipment 272
_____________________________________________________________________
Cellular Telecommunications - 2.2%
NII Holdings, Cl B* (B) 32,438 1,215 Distribution/Wholesale - 0.5%
Sprint Nextel* (B) 121,948 557 WESCO International* 10,897 392
______________ ______________
Total Cellular Telecommunications 1,772 Total Distribution/Wholesale 392
_____________________________________________________________________ _____________________________________________________________________
Chemicals-Diversified - 2.9% Diversified Banking Institution - 4.0%
E.I. du Pont de Nemours 25,270 1,028 Bank of America (B) 16,415 230
Huntsman (B) 127,326 1,333 Citigroup* 142,973 586
______________ Goldman Sachs Group (B) 12,182 1,837
JPMorgan Chase 14,626 589
Total Chemicals-Diversified 2,361 ______________
_____________________________________________________________________
Total Diversified Banking Institution 3,242
Chemicals-Specialty - 1.2% _____________________________________________________________________
Eastman Chemical 15,363 962
______________ Diversified Manufacturing Operations - 1.4%
General Electric 68,766 1,108
Total Chemicals-Specialty 962 ______________
_____________________________________________________________________
Total Diversified Manufacturing Operations 1,108
Coal - 0.4% _____________________________________________________________________
Massey Energy 8,144 249
Walter Energy 1,613 115 E-Commerce/Services - 0.6%
______________ NetFlix* 5,170 530
______________
Total Coal 364
_____________________________________________________________________ Total E-Commerce/Services 530
_____________________________________________________________________
7
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Electric-Integrated - 5.0% Industrial Gases - 0.1%
Allegheny Energy 1,595 $ 36 Airgas 674 $ 44
Constellation Energy Group (B) 44,836 1,417 ______________
DTE Energy 7,748 358
Exelon (B) 54,486 2,279 Total Industrial Gases 44
______________ _____________________________________________________________________
Total Electric-Integrated 4,090 Internet Security - 0.6%
_____________________________________________________________________ Symantec* 35,187 456
______________
Electronic Components-Miscellaneous - 1.8%
Garmin* 5,331 152 Total Internet Security 456
Jabil Circuit (B) 93,547 1,357 _____________________________________________________________________
______________
Investment Management/Advisory Services - 0.9%
Total Electronic Components-Miscellaneous 1,509 Franklin Resources 7,071 711
_____________________________________________________________________ ______________
Electronic Components-Semiconductors - 5.4% Total Investment Management/Advisory Services 711
Advanced Micro Devices* 168,035 1,259 _____________________________________________________________________
Intel 43,352 893
Micron Technology* 149,008 1,085 Life/Health Insurance - 0.1%
Texas Instruments (B) 45,786 1,130 Prudential Financial 1,272 73
______________ ______________
Total Electronic Components-Semiconductors 4,367 Total Life/Health Insurance 73
_____________________________________________________________________ _____________________________________________________________________
Electronic Parts Distribution - 1.2% Machinery-Construction & Mining - 0.8%
Tech Data* (B) 24,221 958 Joy Global 11,248 668
______________ ______________
Total Electronic Parts Distribution 958 Total Machinery-Construction & Mining 668
_____________________________________________________________________ _____________________________________________________________________
Food-Confectionery - 2.1% Medical Products - 4.4%
Hershey (B) 37,283 1,752 Johnson & Johnson (B) 61,141 3,552
______________ ______________
Total Food-Confectionery 1,752 Total Medical Products 3,552
_____________________________________________________________________ _____________________________________________________________________
Food-Meat Products - 1.9% Medical-Biomedical/Genetic - 4.8%
Tyson Foods, Cl A (B) 86,801 1,520 Amgen* (B) 44,121 2,406
______________ Biogen Idec* (B) 26,534 1,483
______________
Total Food-Meat Products 1,520
_____________________________________________________________________ Total Medical-Biomedical/Genetic 3,889
_____________________________________________________________________
Food-Miscellaneous/Diversified - 1.9%
Sara Lee (B) 104,436 1,545 Medical-Drugs - 1.0%
______________ Cephalon* 7,143 405
Eli Lilly 11,739 418
Total Food-Miscellaneous/Diversified 1,545 ______________
_____________________________________________________________________
Total Medical-Drugs 823
Food-Retail - 1.6% _____________________________________________________________________
SUPERVALU (B) 118,142 1,333
______________ Medical-HMO - 1.4%
WellPoint* (B) 21,881 1,110
Total Food-Retail 1,333 ______________
_____________________________________________________________________
Total Medical-HMO 1,110
Forestry - 0.1% _____________________________________________________________________
Plum Creek Timber 1,751 63
______________ Medical-Wholesale Drug Distributors - 6.5%
AmerisourceBergen (B) 41,798 1,253
Total Forestry 63 Cardinal Health (B) 65,484 2,113
_____________________________________________________________________ McKesson (B) 30,376 1,908
______________
Gold Mining - 0.0%
Newmont Mining 283 16 Total Medical-Wholesale Drug Distributors 5,274
______________ _____________________________________________________________________
Total Gold Mining 16 Multimedia - 4.4%
_____________________________________________________________________ Time Warner (B) 85,492 2,690
Viacom, Cl B 27,962 924
Industrial Automation/Robot - 0.4% ______________
Rockwell Automation 6,086 330
______________ Total Multimedia 3,614
_____________________________________________________________________
Total Industrial Automation/Robot 330
_____________________________________________________________________ Non-Hazardous Waste Disposal - 0.4%
Waste Management �� 9,143 310
______________
Total Non-Hazardous Waste Disposal 310
_____________________________________________________________________
8
_____________________________________________________________________ _____________________________________________________________________
Shares/Face
Description Shares Value (000) Description Amount (000) Value (000)
_____________________________________________________________________ _____________________________________________________________________
Oil Companies-Exploration & Production - 0.5% Retail-Pet Food & Supplies - 0.8%
EXCO Resources 5,498 $ 80 PetSmart 19,987 $ 621
Mariner Energy* 819 20 ______________
SM Energy 6,782 281
______________ Total Retail-Pet Food & Supplies 621
_____________________________________________________________________
Total Oil Companies-Exploration & Production 381
_____________________________________________________________________ S&L/Thrifts-Eastern US - 2.1%
New York Community Bancorp (B) 97,279 1,679
Oil Companies-Integrated - 11.4% ______________
Chevron (B) 48,429 3,691
ConocoPhillips (B) 56,339 3,111 Total S&L/Thrifts-Eastern US 1,679
Exxon Mobil 1,573 94 _____________________________________________________________________
Marathon Oil 39,075 1,307
Murphy Oil (B) 18,860 1,033 Schools - 1.0%
______________ ITT Educational Services* 10,397 839
______________
Total Oil Companies-Integrated 9,236
_____________________________________________________________________ Total Schools 839
_____________________________________________________________________
Oil-Field Services - 0.1%
Smith International 2,051 85 Software Tools - 0.1%
______________ VMware, Cl A* 1,606 124
______________
Total Oil-Field Services 85
_____________________________________________________________________ Total Software Tools 124
_____________________________________________________________________
Paper & Related Products - 0.6%
Rayonier 9,348 456 Super-Regional Banks-US - 6.3%
______________ Comerica 11,284 433
PNC Financial Services Group 12,285 730
Total Paper & Related Products 456 US Bancorp (B) 50,511 1,207
_____________________________________________________________________ Wells Fargo (B) 100,528 2,788
______________
Photo Equipment & Supplies - 0.7%
Eastman Kodak* 143,692 570 Total Super-Regional Banks-US 5,158
______________ _____________________________________________________________________
Total Photo Equipment & Supplies 570 Telecommunications Equipment-Fiber Optics - 0.0%
_____________________________________________________________________ JDS Uniphase* 4,061 44
______________
Publishing-Newspapers - 0.1%
New York Times, Cl A* 9,421 82 Total Telecommunications Equipment- Fiber Optics 44
______________ _____________________________________________________________________
Total Publishing-Newspapers 82 Telephone-Integrated - 1.9%
_____________________________________________________________________ AT&T (B) 59,911 1,554
______________
Real Estate Operation/Development - 0.1%
Forest City Enterprises, Cl A* 4,626 59 Total Telephone-Integrated 1,554
______________ _____________________________________________________________________
Total Real Estate Operation/Development 59 Tobacco - 2.0%
_____________________________________________________________________ Lorillard 6,983 532
Philip Morris International (B) 21,570 1,101
Reinsurance - 0.1% ______________
PartnerRe 1,110 80
______________ Total Tobacco 1,633
_____________________________________________________________________
Total Reinsurance 80
_____________________________________________________________________ Transport-Services - 0.2%
CH Robinson Worldwide 2,071 135
REITs-Hotels - 0.2% ______________
Hospitality Properties Trust 6,560 134
______________ Total Transport-Services 135
_____________________________________________________________________
Total REITs-Hotels 134
_____________________________________________________________________ Wireless Equipment - 0.8%
Motorola* 86,521 648
REITs-Mortgage - 1.9% �� ______________
Chimera Investment (B) 400,996 1,552
______________ Total Wireless Equipment 648
______________
Total REITs-Mortgage 1,552
_____________________________________________________________________ Total Common Stock (Cost $89,448) 96,740
_____________________________________________________________________
Retail-Computer Equipment - 0.1%
GameStop, Cl A* 2,980 60 U.S. Treasury Obligations - 3.0%
______________ United States Treasury Bill (C)
0.201%, 02/10/11 $2,410 2,407
Total Retail-Computer Equipment 60 ______________
_____________________________________________________________________
Total U.S. Treasury Obligations (Cost $2,406) 2,407
Retail-Consumer Electronics - 1.3% _____________________________________________________________________
Best Buy 31,067 1,077
______________
Total Retail-Consumer Electronics 1,077
_____________________________________________________________________
9
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Shares/
Description Contracts Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Money Market Fund - 0.3% Distribution/Wholesale - (0.4)%
Dreyfus Cash Management Fund, LKQ* (15,777) $ (312)
Institutional Class, 0.243% (A) 211,150 $ 211 ______________
______________
Total Distribution/Wholesale (312)
Total Money Market Fund (Cost $211) 211 _____________________________________________________________________
_____________________________________________________________________
Electronic Components-Semiconductors - (1.8)%
Purchased Option Contracts - 0.1% MEMC Electronic Materials* (102,872) (983)
S&P 100 Index Rambus* (24,790) (487)
August 2010, 100 Call ______________
Strike Price: $520* 310 53
______________ Total Electronic Components-Semiconductors (1,470)
_____________________________________________________________________
Total Purchased Option Contracts (Cost $93) 53
_____________________________________________________________________ Enterprise Software/Services - (0.4)%
Novell* (58,267) (352)
Total Investments - 122.5% (Cost $92,158) 99,411 ______________
_____________________________________________________________________
Total Enterprise Software/Services (352)
Securities Sold Short - (19.6)% _____________________________________________________________________
Advertising Sales - (0.4)%
Clear Channel Outdoor Holdings, Cl A* (31,919) (351) Finance-Investment Banker/Broker - (0.6)%
______________ Interactive Brokers Group, Cl A* (27,107) (449)
______________
Total Advertising Sales (351)
_____________________________________________________________________ Total Finance-Investment Banker/Broker (449)
_____________________________________________________________________
Agricultural Chemicals - (0.6)%
Intrepid Potash* (21,355) (517) Human Resources - (1.3)%
______________ Monster Worldwide* (78,682) (1,079)
______________
Total Agricultural Chemicals (517)
_____________________________________________________________________ Total Human Resources (1,079)
_____________________________________________________________________
Applications Software - (0.4)%
Nuance Communications* (19,191) (317) Independent Power Producer - (0.9)%
______________ Ormat Technologies (1,086) (30)
RRI Energy* (171,975) (679)
Total Applications Software (317) ______________
_____________________________________________________________________
Total Independent Power Producer (709)
Broadcast Services/Programming - (1.1)% _____________________________________________________________________
Liberty Media - Capital, Ser A* (18,582) (867)
______________ Medical Instruments - (0.2)%
Boston Scientific* (35,853) (201)
Total Broadcast Services/Programming (867) ______________
_____________________________________________________________________
Total Medical Instruments (201)
Casino Hotels - (0.2)% _____________________________________________________________________
MGM Resorts International* (16,000) (174)
______________ Medical-Biomedical/Genetic - (3.1)%
Dendreon* (20,417) (672)
Total Casino Hotels (174) Human Genome Sciences* (31,652) (821)
_____________________________________________________________________ Vertex Pharmaceuticals* (30,278) (1,019)
______________
Cellular Telecommunications - (0.1)%
Leap Wireless International* (7,973) (95) Total Medical-Biomedical/Genetic (2,512)
______________ _____________________________________________________________________
Total Cellular Telecommunications (95) Motion Pictures & Services - (0.1)%
_____________________________________________________________________ DreamWorks Animation SKG, Cl A* (2,140) (67)
______________
Commercial Banks-Central US - (0.5)%
Marshall & Ilsley (54,012) (380) Total Motion Pictures & Services (67)
______________ _____________________________________________________________________
Total Commercial Banks-Central US (380) Multi-line Insurance - (0.1)%
_____________________________________________________________________ Old Republic International (6,557) (82)
______________
Commercial Services-Finance - (0.2)%
Morningstar* (4,178) (188) Total Multi-line Insurance (82)
______________ _____________________________________________________________________
Total Commercial Services-Finance (188) Oil Companies-Exploration & Production - (1.4)%
_____________________________________________________________________ Cobalt International Energy* (7,326) (61)
Comstock Resources* (18,643) (472)
Computers-Integrated Systems - (1.0)% Range Resources (16,229) (602)
Brocade Communications Systems* (161,331) (799) ______________
______________
Total Oil Companies-Exploration & Production (1,135)
Total Computers-Integrated Systems (799) _____________________________________________________________________
_____________________________________________________________________
Private Corrections - (0.1)%
Diagnostic Kits - (0.9)% Corrections Corp of America* (3,822) (75)
Alere* (27,295) (768) ______________
______________
Total Private Corrections (75)
Total Diagnostic Kits (768) _____________________________________________________________________
_____________________________________________________________________
10
_____________________________________________________________________ _____________________________________________________________________
Shares/
Description Contracts Value (000) Description Contracts Value (000)
_____________________________________________________________________ _____________________________________________________________________
Property/Casualty Insurance - (0.2)% Put Options - (0.1)%
Markel* (355) $ (120) S&P 500 Index
______________ August 2010, 100 Put
Strike Price: $1,080* (50) $ (66)
Total Property/Casualty Insurance (120) ______________
_____________________________________________________________________
Total Put Options (66)
Retirement/Aged Care - (0.3)% ______________
Brookdale Senior Living* (17,613) (250) Total Written Option Contracts
______________ (Proceeds received $(1,724)) (2,138)
_____________________________________________________________________
Total Retirement/Aged Care (250)
_____________________________________________________________________ Other Assets and Liabilities, Net - (0.2)% (150)
_____________________________________________________________________
Semiconductor Components-Integrated Circuits - (0.3)%
Total Net Assets - 100.0% $ 81,181
Cypress Semiconductor* (21,539) (228) _____________________________________________________________________
______________
Total Semiconductor Components-Integrated Circuits (228)
_____________________________________________________________________
Telecommunications Equipment-Fiber Optics - (1.1)%
Ciena* (70,171) (918)
______________
Total Telecommunications Equipment-Fiber Optics (918)
_____________________________________________________________________
Television - (0.9)%
Central European Media Enterprises, Cl A* (34,516) (742)
______________
Total Television (742)
_____________________________________________________________________
X-Ray Equipment - (1.0)%
Hologic* (55,512) (785)
______________
Total X-Ray Equipment (785)
______________
Total Securities Sold Short
(Proceeds received $(16,712)) (15,942)
_____________________________________________________________________
Written Option Contracts - (2.7)%
Call Options - (2.6)%
ISE Integrated Oil and Gas Index
August 2010, 100 Call
Strike Price: $225* (70) (3)
ISE SINdex
August 2010, 100 Call
Strike Price: $107.5* (145) (115)
Russell 1000 Index
August 2010, 100 Call
Strike Price: $600* (70) (113)
Russell 2000 Index
August 2010, 100 Call
Strike Price: $630* (45) (134)
S&P 100 Index
August 2010, 100 Call
Strike Price: $495* (310) (391)
S&P 400 MidCap Index
August 2010, 100 Call
Strike Price: $760* (50) (90)
S&P 500 Index
August 2010, 100 Call
Strike Price: $1,085* (400) (1,168)
S&P 500 Index
August 2010, 100 Call
Strike Price: $1,180* (70) (4)
S&P 600 Index
August 2010, 100 Call
Strike Price: $360* (85) (54)
______________
Total Call Options (2,072)
_____________________________________________________________________
11
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
The Fund had the following futures contracts open as of July 31, 2010:
Unrealized
Contract Appreciation
Contract Number of Value Expiration (Depreciation)
Description Contracts (000) Date (000)
__________________________________________________________ ___________ __________ ____________ ______________
Long Positions:
AEX Index Future 31 $ 2,659 08/20/2010 $ (18)
DAX Index Future 13 2,612 09/17/2010 32
FTSE 100 Index Future 33 2,716 09/17/2010 56
SPI 200 Index Future 13 1,312 09/16/2010 (10)
Short Positions:
CAC 40 Euro Index Future (7) (332) 08/20/2010 (6)
FTSE MIB Index Future (20) (2,744) 09/17/2010 (150)
Hang Seng Index Future (4) (540) 08/30/2010 (2)
IBEX 35 Index Future (5) (682) 08/20/2010 (26)
OMXS30 Index Future (14) (203) 08/20/2010 (3)
S&P/TSX 60 Index Future (5) (665) 09/16/2010 (3)
S&P 500 EMINI Index Future (31) (1,702) 09/17/2010 17
TOPIX Index Future (23) (2,255) 09/09/2010 35
_____________
$ (78)
_____________
As of July 31, 2010, 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 09/15/10 USD (5,057,628) AUD 5,900,000 $ 248
Morgan Stanley & Co 09/15/10 USD (3,258,700) CHF 3,700,000 296
Morgan Stanley & Co 09/15/10 USD (3,903,923) EUR 3,100,000 135
Morgan Stanley & Co 09/15/10 USD (2,580,153) GBP 1,700,000 86
Morgan Stanley & Co 09/15/10 USD (1,152,565) JPY 100,000,000 6
Morgan Stanley & Co 09/15/10 USD (4,640,317) NOK 30,000,000 287
Morgan Stanley & Co 09/15/10 USD (2,549,485) NZD 3,700,000 124
Morgan Stanley & Co 09/15/10 USD (4,329,054) SEK 34,000,000 382
Morgan Stanley & Co 09/15/10 AUD (3,800,000) USD 3,177,966 (239)
Morgan Stanley & Co 09/15/10 NOK (26,000,000) USD 4,014,541 (256)
Morgan Stanley & Co 09/15/10 NZD (8,000,000) USD 5,554,360 (227)
Morgan Stanley & Co 09/15/10 CAD (4,300,000) USD 4,151,146 (30)
Morgan Stanley & Co 09/15/10 CHF (8,000,000) USD 6,967,427 (718)
Morgan Stanley & Co 09/15/10 EUR (1,600,000) USD 1,946,010 (139)
Morgan Stanley & Co 09/15/10 GBP (400,000) USD 607,068 (20)
Morgan Stanley & Co 09/15/10 JPY (100,000,000) USD 1,139,991 (18)
Morgan Stanley & Co 09/15/10 SEK (4,000,000) USD 530,716 (24)
_____________
$ (107)
_____________
For descriptions of abbreviations and footnotes, please refer to page 30.
12
Other Information:
The Old Mutual Analytic Fund invested in various derivative instruments during the year ended July 31, 2010. The primary types of
risk associated with these derivative instruments are equity risk and foreign exchange 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, 2010 by risk category (000):
Asset Derivatives Liability Derivatives
_______________________________________________________________________________
Statement of Asset Statement of Asset
Derivatives not designated as hedging instruments, and Liabilities and Liabilities
carried at fair value Location Fair Value Location Fair Value
____________________________________________________________________________________________________________________________________
Equity contracts Variation Margin Receivable on Variation Margin Payable
Futures Contracts $ 140† on Futures Contracts $ (218)†
Equity contracts Investment Securities, at value 53 Written Option
Contracts, at Value (2,138)
Foreign exchange contracts Unrealized Gain on Forward Unrealized Loss on Forward
Foreign Currency Contracts 1,564 Foreign Currency Contracts (1,671)
______ ________
Total $1,757 $(4,027)
______ ________
† Includes amounts received and/or paid over the life of the futures contracts (representing the cumulative appreciation/
depreciation) 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, 2010 are as follows (000):
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
Forward Foreign Purchased Written
Derivatives not designated as hedging instruments, Futures Currency Option Option
carried at fair value Contracts Contracts Contracts Contracts Total
____________________________________________________________________________________________________________________________________
Equity contracts $(1,622) $ - $49 $(9,328) $(10,901)
Foreign exchange contracts - 5,039 - - 5,039
________ ______ ___ ________ _________
Total $(1,622) $5,039 $49 $(9,328) $ (5,862)
________ ______ ___ ________ _________
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
Forward Foreign Purchased Written
Derivatives not designated as hedging instruments, Futures Currency Option Option
carried at fair value Contracts Contracts Contracts Contracts Total
____________________________________________________________________________________________________________________________________
Equity contracts $(1,855) $ - $53 $3,336 $ 1,534
Foreign exchange contracts - (2,734) - - (2,734)
________ ________ ___ ______ ________
Total $(1,855) $(2,734) $53 $3,336 $(1,200)
________ ________ ___ ______ ________
13
OLD MUTUAL ANALYTIC FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
Other Information: (continued)
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, 2010 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $ 96,740 $ - $- $ 96,740
U.S. Treasury Obligations - 2,407 - 2,407
Money Market Fund 211 - - 211
Purchased Option Contracts 53 - - 53
Securities Sold Short
Securities Sold Short (15,942) - - (15,942)
Other Financial Instruments
Futures Contracts* (78) - - (78)
Written Option Contracts (2,138) - - (2,138)
Forward Foreign Currency Contracts* - (107) - (107)
____________________________________________________________________________________________________________________________________
Total Investments $ 78,846 $2,300 $- $ 81,146
____________________________________________________________________________________________________________________________________
* 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.
14
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, 2010, the Old Mutual Copper Rock Emerging Growth Fund underperformed its benchmark, the
Russell 2500 Growth Index. The Fund's Class A shares posted an 11.54% return at net asset value versus a 20.21% return for the
Index.
o The consumer staples, energy and materials sectors contributed positively to performance, while stock selection in the
consumer discretionary, information technology and industrials sectors detracted from performance.
o Bucyrus International, Green Mountain Coffee Roasters and priceline.com (no longer a Fund holding) were among the top
contributors for the year.
o American Superconductor (no longer a Fund holding), Emulex and PrivateBancorp (no longer a Fund holding) were among the top
detractors for the year.
Q. How did the Fund perform relative to its Index?
A. For the fiscal year ended July 31, 2010, 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 an 11.54% return at net asset value
versus a 20.21% return for the Index. Performance for all share classes can be found on page 17.
Q. What investment environment did the Fund face during the past year?
A. The third and fourth quarters of 2009 were very good for the major market indexes. Specifically for small-cap stocks, the
third quarter was one of the best quarters on record for the Russell 2000 Index and a nice continuation of the upward move
since the market bottom on March 9, 2009. As 2009 came to an end, the overall health of the markets continued to improve. The
VIX Index (which measures expectations of volatility in the stock market) trended lower in September and October - despite
brief periods of volatility at the end of October and throughout December - and credit spreads continued to narrow, all of
which helped to create a more favorable backdrop for fundamental, active managers.
As 2010 began, the markets generally trended upward during the first quarter despite intermittent concerns that the global
recovery was slowing. Debt refinancing concerns in Greece and Portugal, coupled with fears over slowing growth in China,
caused the markets to temporarily pull back in February. As history has shown, small-cap stocks tend to recover more quickly
than large-cap stocks. In fact, during the first quarter of 2010, small-cap stocks experienced their best start since 2006,
but the markets experienced a continuation of the smallest stocks' rally. Stocks priced under $5 and those with low return on
equity, low return on invested capital, and higher debt, generally outperformed.
The second quarter of 2010 was a strong reversal from the positive strength the markets had shown during the prior several
months. Volatility returned with a vengeance as Europe continued to work through its sovereign debt crisis, and
softer-than-expected economic news in the U.S. led investors to fear a possible double-dip recession. For the small-cap
markets, this was the worst second quarter in history, despite the fact that small-caps still managed to outperform their
large-cap counterparts. Investors fled to traditionally safer havens, like Treasuries, as confidence in a U.S. economic
recovery waned.
Q. Which market factors influenced the Fund's relative performance?
A. In addition to strong individual stock selection within the consumer staples and energy sectors, there were several
individual contributors to performance from the consumer discretionary, industrials, healthcare and information technology
sectors, although overall, these sectors were down during the period. The Fund also faced some negative headwinds as
lower-quality micro-cap stocks remained attractive throughout much of 2009 and early 2010. Furthermore, during the second
quarter of 2010, volatility crept back into the markets as uncertainty about a double-dip recession globally resurfaced.
Even as corporate earnings were relatively strong in April and May of 2010, and signs emerged that suggested a similar pattern
may occur in the second quarter earnings season, the macroeconomic concerns in the market continued to outweigh any positive
microeconomic signs demonstrated by the smaller-sized growth companies in which Copper Rock Capital Partners, LLC ("Copper
Rock"), the Fund's sub-adviser, invests.
Copper Rock Emerging Growth Fund
15
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, 2010
iShares Russell Midcap
Growth Index Fund 2.9%
___________________________________________________________________________________
Green Mountain Coffee
Roasters 2.6%
___________________________________________________________________________________
Affiliated Managers Group 2.6%
___________________________________________________________________________________
Roper Industries 2.5%
___________________________________________________________________________________
Polycom 2.3%
___________________________________________________________________________________
TransDigm Group 2.2%
___________________________________________________________________________________
Blackboard 2.2%
___________________________________________________________________________________
Flowserve 2.0%
___________________________________________________________________________________
Ultimate Software Group 2.0%
___________________________________________________________________________________
Rovi 1.8%
___________________________________________________________________________________
As a % of Total
Fund Investments 23.1%
___________________________________________________________________________________
Q. How did portfolio composition affect relative Fund performance?
A. The consumer staples, energy and materials sectors contributed positively to performance, while stock selection in the
consumer discretionary, information technology and industrials sectors detracted from performance.
Bucyrus International, Green Mountain Coffee Roasters and priceline.com (no longer a Fund holding) were among the top
contributors for the year. Bucyrus International, a designer and manufacturer of mining equipment, experienced
better-than-expected orders as a result of higher commodity prices, while significant cost controls and aftermarket sales
drove better-than-expected margins. In addition, Bucyrus International entered into an agreement to purchase Terex's mining
business, which is expected to be accretive when combined with its existing infrastructure and customer relationships. Green
Mountain Coffee Roasters, a specialty coffee and coffeemaker business, has a superior product and good margin expansion. The
company beat analysts' expectations in the fourth quarter of 2009 on strong holiday sales and further market penetration. The
company continued to report strong sales and earnings growth through the second quarter of 2010, primarily as a result of the
company's successful Keurig single-cup brewing system and its acquisition of Diedrich Coffee. Share prices of priceline.com,
an online travel company, increased on additional strength in the hotel bookings business; however, the stock was sold as it
reached Copper Rock's price target in the second quarter of 2010.
American Superconductor (no longer a Fund holding), Emulex and PrivateBancorp (no longer a Fund holding) were among the top
detractors for the year. American Superconductor, a supplier of components and systems for wind turbines, underperformed
during the period. Wind power generation in China and other emerging markets is expected to grow considerably over the next
several years; however, American Superconductor stock pulled back on weaker-than-expected guidance and concerns that growth in
China was slowing and would possibly reduce spending on wind power. Emulex, a provider of storage networking infrastructure,
underperformed on news of a dilutive acquisition that Copper Rock believes impacts 2010 numbers but provides accretion in 2011
and beyond. This strategic acquisition was well telegraphed to Wall Street, and Copper Rock believes the underperformance to be
short term. Copper Rock's belief is based on its expectation that the server refresh cycle will gain momentum in the latter
half of 2010 and early 2011, which Copper Rock believes will cause Emulex's revenues to accelerate and operating margins to
increase. PrivateBancorp, a Midwestern regional bank, posted a third quarter loss as the continued weakness in commercial
lending caused it to take a significant write-down of its commercial loan book. This news was surprising to Wall Street but
also to Copper Rock, as the firm felt management had not telegraphed this information amidst the bank's positive market share
gains achieved against its regional competitor, La Salle Bank.
Q. What is the investment outlook for the small-cap growth market?
A. Copper Rock expects the market dynamics may be considerably different throughout the remainder of the year, despite
persistent macroeconomic concerns that hampered the markets in July of 2010. Copper Rock remains cautious, however, as the
firm expects the markets will reward good fundamentals, even though it remains clear that global economic concerns may
sideline a positive-trending market much like they did in the second quarter of 2010. Copper Rock continues to believe the
focus on the rest of 2010 will be on earnings and fundamentals: Copper Rock expects that the higher-quality companies will
exceed Wall Street estimates, and the burden of proof will be on smaller, lower-quality companies to put up earnings that
justify positive stock performance. Thus, Copper Rock continues to be patient in its execution and remains positioned with
high-quality companies that Copper Rock believes can grow. With continued macroeconomic pressures, Copper Rock continues to
look for good, secular growth ideas that Copper Rock believes may grow through muted, slower growth should weak economic
sentiment continue to hover.
Copper Rock Emerging Growth Fund
16
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date (1) Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 07/29/05 5.13% (2.77)% (2.77)%
Class A without load 07/29/05 11.54% (1.61)% (1.61)%
Class Z 12/09/05 11.81% n/a (2.43)%
Institutional Class 07/29/05 11.96% (1.18)% (1.17)%
Russell 2500™ Growth Index 07/29/05 20.21% 1.84% 1.84%
____________________________________________________________________________________________________________________________________
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 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 Z and Institutional Class shares (as reported in
the November 19, 2009 prospectus) are 1.91% and 1.68%; 1.58% and 1.43%; and 1.19% 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 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, Institutional Class | Russell 2500TM Growth Index | |
| 07/29/05 | 9,425 | 10,000 | 10,000 | |
| 07/31/06 | 9,915 | 10,560 | 10,238 | |
| 07/31/07 | 12,158 | 13,010 | 12,274 | |
| 07/31/08 | 10,204 | 10,968 | 11,591 | |
| 07/31/09 | 7,789 | 8,419 | 9,115 | |
| 07/31/10 | 8,688 | 9,426 | 10,957 | |
Past performance is not a guarantee of future results. The graph above compares an investment made in the Fund's Class A and
Institutional Class shares on the inception date of 7/29/05 to an investment made in unmanaged securities index on that date.
Performance for the Fund's Class Z shares will vary due to differences in sales charges and expenses. 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, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Cash Equivalents | 0.8% | |
| Consumer Discretionary | 18.6% | |
| Consumer Staples | 3.5% | |
| Energy | 4.7% | |
| Financials | 6.5% | |
| Health Care | 15.9% | |
| Industrials | 18.0% | |
| Information Technology | 23.6% | |
| Investment Company | 4.5% | |
| Materials | 2.7% | |
| Telecommunication Services | 1.2% | |
17
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 94.9% Computers-Integrated Systems - 1.9%
Aerospace/Defense - 2.2% Micros Systems* 14,512 $ 519
Riverbed Technology* 18,287 678
TransDigm Group 26,186 $ 1,418 ______________
______________
Total Computers-Integrated Systems 1,197
Total Aerospace/Defense 1,418 _____________________________________________________________________
_____________________________________________________________________
Consulting Services - 1.1%
Aerospace/Defense-Equipment - 0.6%
SAIC* 42,300 703
Orbital Sciences* 28,186 413 ______________
______________
Total Consulting Services 703
Total Aerospace/Defense-Equipment 413 _____________________________________________________________________
_____________________________________________________________________
Data Processing/Management - 1.1%
Apparel Manufacturers - 0.2%
Acxiom* 46,253 710
Under Armour, Cl A* 2,983 112 ______________
______________
Total Data Processing/Management 710
Total Apparel Manufacturers 112 _____________________________________________________________________
_____________________________________________________________________
Decision Support Software - 0.7%
Auction House/Art Dealer - 1.3%
MSCI, Cl A* 13,819 446
Sotheby's 31,551 856 ______________
______________
Total Decision Support Software 446
Total Auction House/Art Dealer 856 _____________________________________________________________________
_____________________________________________________________________
Dental Supplies & Equipment - 0.6%
Auto/Truck Parts & Equipment-Original - 0.2%
Sirona Dental Systems* 11,924 367
Tenneco* 4,004 111 ______________
______________
Total Dental Supplies & Equipment 367
Total Auto/Truck Parts & Equipment-Original 111 _____________________________________________________________________
_____________________________________________________________________
Distribution/Wholesale - 2.6%
Building Products-Cement/Aggregate - 1.3%
Watsco 10,547 588
Martin Marietta Materials 10,002 854 WESCO International* 29,780 1,070
______________ ______________
Total Building Products-Cement/Aggregate 854 Total Distribution/Wholesale 1,658
_____________________________________________________________________ _____________________________________________________________________
Chemicals-Diversified - 1.3% Diversified Manufacturing Operations - 1.0%
Solutia* 59,896 845 Acuity Brands 15,646 659
______________ ______________
Total Chemicals-Diversified 845 Total Diversified Manufacturing Operations 659
_____________________________________________________________________ _____________________________________________________________________
Coffee - 2.6% Drug Delivery Systems - 0.3%
Green Mountain Coffee Roasters* 53,865 1,658 Nektar Therapeutics* 12,473 163
______________ ______________
Total Coffee 1,658 Total Drug Delivery Systems 163
_____________________________________________________________________ _____________________________________________________________________
Commercial Banks-Eastern US - 0.7% E-Commerce/Products - 1.9%
Signature Bank* 11,213 431 NutriSystem 32,302 632
______________ Shutterfly* 22,265 558
______________
Total Commercial Banks-Eastern US 431
_____________________________________________________________________ Total E-Commerce/Products 1,190
_____________________________________________________________________
Commercial Services - 2.7%
Educational Software - 2.1%
Alliance Data Systems* 16,968 975
HMS Holdings* 13,025 734 Blackboard* 35,825 1,360
______________ ______________
Total Commercial Services 1,709 Total Educational Software 1,360
_____________________________________________________________________ _____________________________________________________________________
Commercial Services-Finance - 1.1% Electronic Components-Semiconductors - 5.0%
Coinstar* 15,036 684 Cavium Networks* 5,713 153
______________ Netlogic Microsystems* 27,877 824
Rovi* 26,116 1,162
Total Commercial Services-Finance 684 Skyworks Solutions* 59,026 1,035
_____________________________________________________________________ ______________
Computer Services - 2.0% Total Electronic Components-Semiconductors 3,174
_____________________________________________________________________
SYKES Enterprises* 43,779 694
VanceInfo Technologies ADR* 22,201 564
______________
Total Computer Services 1,258
_____________________________________________________________________
18
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
E-Marketing/Information - 0.7% Machinery-General Industry - 4.5%
comScore* 21,654 $ 429 IDEX 27,459 $ 883
______________ Middleby* 6,952 400
Roper Industries 25,069 1,567
Total E-Marketing/Information 429 ______________
_____________________________________________________________________
Total Machinery-General Industry 2,850
Enterprise Software/Services - 2.0% _____________________________________________________________________
Ultimate Software Group* 39,790 1,284 Machinery-Pumps - 2.0%
______________
Flowserve 13,001 1,289
Total Enterprise Software/Services 1,284 ______________
_____________________________________________________________________
Total Machinery-Pumps 1,289
E-Services/Consulting - 0.4% _____________________________________________________________________
GSI Commerce* 11,687 263 Marine Services - 0.8%
______________
Aegean Marine Petroleum Network 25,301 520
Total E-Services/Consulting 263 ______________
_____________________________________________________________________
Total Marine Services 520
Finance-Consumer Loans - 1.4% _____________________________________________________________________
Portfolio Recovery Associates* 12,790 891 Medical Instruments - 4.2%
______________
Edwards Lifesciences* 17,076 987
Total Finance-Consumer Loans 891 NuVasive* 24,334 797
_____________________________________________________________________ Thoratec* 19,910 732
Volcano* 7,539 166
Finance-Investment Banker/Broker - 1.1% ______________
Greenhill 10,291 700 Total Medical Instruments 2,682
______________ _____________________________________________________________________
Total Finance-Investment Banker/Broker 700 Medical Products - 2.3%
_____________________________________________________________________
Orthofix International* 23,380 708
Finance-Other Services - 0.5% Zoll Medical* 29,022 768
______________
Higher One Holdings* 24,758 346
______________ Total Medical Products 1,476
_____________________________________________________________________
Total Finance-Other Services 346
_____________________________________________________________________ Medical-Biomedical/Genetic - 0.5%
Footwear & Related Apparel - 0.7% Seattle Genetics* 24,680 301
______________
Deckers Outdoor* 6,288 320
Steven Madden* 2,669 103 Total Medical-Biomedical/Genetic 301
______________ _____________________________________________________________________
Total Footwear & Related Apparel 423 Medical-Drugs - 0.5%
_____________________________________________________________________
Salix Pharmaceuticals* 8,102 344
Home Furnishings - 1.3% ______________
Tempur-Pedic International* 25,995 797 Total Medical-Drugs 344
______________ _____________________________________________________________________
Total Home Furnishings 797 Networking Products - 2.6%
_____________________________________________________________________
Acme Packet* 4,986 141
Hotels & Motels - 0.6% Polycom* 49,850 1,480
______________
Home Inns & Hotels Management ADR* 8,570 361
______________ Total Networking Products 1,621
_____________________________________________________________________
Total Hotels & Motels 361
_____________________________________________________________________ Oil & Gas Drilling - 1.2%
Human Resources - 2.2% Rowan* 30,717 776
______________
Monster Worldwide* 49,991 686
Robert Half International 28,500 718 Total Oil & Gas Drilling 776
______________ _____________________________________________________________________
Total Human Resources 1,404 Oil Companies-Exploration & Production - 3.5%
_____________________________________________________________________
Atlas Energy* 25,285 748
Investment Management/Advisory Services - 2.6% Brigham Exploration* 35,170 607
Goodrich Petroleum* 24,191 301
Affiliated Managers Group* 23,151 1,640 Oasis Petroleum* 29,876 514
______________ Rosetta Resources* 2,644 58
______________
Total Investment Management/Advisory Services 1,640
_____________________________________________________________________ Total Oil Companies-Exploration & Production 2,228
_____________________________________________________________________
Machinery-Construction & Mining - 0.2%
Pharmacy Services - 1.7%
Bucyrus International 1,733 108
______________ Catalyst Health Solutions* 16,407 567
SXC Health Solutions* 7,500 509
Total Machinery-Construction & Mining 108 ______________
_____________________________________________________________________
Total Pharmacy Services 1,076
Machinery-Electrical - 0.2% _____________________________________________________________________
Baldor Electric 2,870 110
______________
Total Machinery-Electrical 110
_____________________________________________________________________
19
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Physician Practice Management - 2.3% Telecommunications Equipment-Fiber Optics - 0.2%
IPC The Hospitalist* 28,880 $ 744 Finisar* 7,697 $ 123
Mednax* 14,692 693 ______________
______________
Total Telecommunications Equipment-
Total Physician Practice Management 1,437 Fiber Optics 123
_____________________________________________________________________ _____________________________________________________________________
Printing-Commercial - 1.1% Theaters - 1.0%
Cinemark Holdings 41,861 611
VistaPrint* 20,772 686 �� ______________
______________
Total Theaters 611
Total Printing-Commercial 686 _____________________________________________________________________
_____________________________________________________________________
Therapeutics - 0.6%
Research & Development - 1.8%
Onyx Pharmaceuticals* 14,903 387
Parexel International* 56,131 1,152 ______________
______________
Total Therapeutics 387
Total Research & Development 1,152 _____________________________________________________________________
_____________________________________________________________________
Transport-Services - 1.1%
Retail-Apparel/Shoe - 3.4%
HUB Group, Cl A* 21,450 690
Express* 59,928 1,052 ______________
Guess? 13,794 492
Gymboree* 14,572 631 Total Transport-Services 690
Rue21* 221 7 _____________________________________________________________________
______________
Virtual Reality Products - 0.5%
Total Retail-Apparel/Shoe 2,182
_____________________________________________________________________ RealD* 18,771 319
______________
Retail-Discount - 0.9%
Total Virtual Reality Products 319
BJ's Wholesale Club* 12,986 592 _____________________________________________________________________
______________
Wireless Equipment - 1.2%
Total Retail-Discount 592
_____________________________________________________________________ SBA Communications, Cl A* 21,642 783
______________
Retail-Jewelry - 0.9%
Total Wireless Equipment 783
Tiffany 14,246 599 ______________
______________
Total Common Stock (Cost $57,249) 60,315
Total Retail-Jewelry 599 _____________________________________________________________________
_____________________________________________________________________
Investment Company - 4.4%
Retail-Perfume & Cosmetics - 1.0%
Growth-Mid Cap - 2.9%
Ulta Salon Cosmetics & Fragrance* 24,155 610 iShares Russell Midcap Growth Index Fund 40,086 1,868
______________ ______________
Total Retail-Perfume & Cosmetics 610 Total Growth-Mid Cap 1,868
_____________________________________________________________________ _____________________________________________________________________
Retail-Restaurants - 2.2% Growth-Small Cap - 1.5%
Buffalo Wild Wings* 18,496 789 iShares Russell 2000 Growth Index Fund 13,747 973
Chipotle Mexican Grill* 3,975 588 ______________
______________
Total Growth-Small Cap 973
Total Retail-Restaurants 1,377 ______________
_____________________________________________________________________
Total Investment Company (Cost $2,729) 2,841
Schools - 3.0% _____________________________________________________________________
Capella Education* 5,101 474 Money Market Fund - 0.8%
DeVry 14,793 796
Strayer Education 2,786 667 Dreyfus Cash Management Fund,
______________ Institutional Class, 0.243% (A) 488,977 489
______________
Total Schools 1,937
_____________________________________________________________________ Total Money Market Fund (Cost $489) 489
_____________________________________________________________________
Semiconductor Components-Integrated Circuits - 1.5%
Total Investments - 100.1% (Cost $60,467) 63,645
Emulex* 107,457 935 _____________________________________________________________________
______________
Other Assets and Liabilities, Net - (0.1)% (82)
Total Semiconductor Components-Integrated Circuits 935 _____________________________________________________________________
_____________________________________________________________________
Total Net Assets - 100.0% $ 63,563
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to
page 30.
20
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, 2010 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $60,315 $- $- $60,315
Investment Company 2,841 - - 2,841
Money Market Fund 489 - - 489
____________________________________________________________________________________________________________________________________
Total Investments $63,645 $- $- $63,645
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
21
OLD MUTUAL INTERNATIONAL EQUITY FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Acadian Asset Management LLC
Performance Highlights
o For the fiscal year ended July 31, 2010, the Old Mutual International Equity Fund underperformed its benchmark, the MSCI EAFE
Index. The Fund's Class A shares posted a 5.89% return at net asset value versus a 6.26% return for the Index.
o In terms of regions and countries, the Fund lost relative value from stock selection in Finland, Sweden and the U.K. There
was relative value added back, however, from stock selection in Germany, Singapore and Japan.
o Jardine Cycle & Carriage, Commonwealth Bank of Australia (no longer a Fund holding) and D'Ieteren were among the top
contributors to relative performance for the year.
o BP, E.ON and Enel were among the top detractors from relative performance for the year.
Q. How did the Fund perform relative to its Index?
A. For the fiscal year ended July 31, 2010, the Old Mutual International Equity Fund (the "Fund") underperformed its benchmark,
the MSCI EAFE Index (the "Index"). The Fund's Class A shares posted a 5.89% return at net asset value versus a 6.26% return
for the Index. Performance for all share classes can be found on page 24.
Q. What investment environment did the Fund face during the past year?
A. The trailing year has been a volatile one for non-U.S. equities, as a surging market recovery in the latter part of 2009 was
cut short in the second quarter of 2010, only to show some renewed signs of life in July. Looking at the period as a whole,
the second half of 2009 was very strong for equity markets, as signs of global economic recovery became more abundant and
corporate profits more than met investors' reduced expectations. The rally supported a broad appetite for risk and cheapness
at the expense of earnings and financial quality. This focus began to abate in the fourth quarter of 2009, as investors
shifted to earnings as the key driver of stock attractiveness. Risk conditions began to stabilize under this renewed attention
to fundamentals, though market leadership remained quite narrow.
Moderately positive results amid continued signs of a global economic recovery started off 2010. The Asia-Pacific area saw the
strongest gains, with Europe trailing as the first signs emerged of problems with the sovereign debt of Greece and other
heavily indebted countries. Concerns about Europe quickly escalated, and this was a key factor in global markets' sharp plunge
in the second quarter of 2010. Investors were also made pessimistic by tepid economic data, as well as fears that austerity
measures and bank bailout costs would impede global recovery. Sentiment began to improve in July, however, as fears eased
about European debt and bank capitalization issues. While the economic picture remained cloudy, there was enough renewed
confidence for investors to return to equities with a higher appetite for risk. Beta exposure was rewarded in July 2010, with
lower-quality, risk-sensitive issues again leading markets.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's returns for the period were the result of relatively weak returns in 2009 being offset by positive active return
for most of 2010 to date. Given the focus Acadian Asset Management LLC ("Acadian"), the Fund's sub-adviser, has on
quantitative analysis, risk control and fundamentals, the Fund has tended to perform better in the recent environment with its
more stable risk conditions than in the "junk rally" conditions of 2009. In the earlier period, many investors sought pure
risk (hoping to leverage exposure to economic recovery) rather than rewarding valuation, earnings and other core stock
attributes.
For the period as a whole, Acadian's active stock selection and active market weightings were moderately positive. The
positions that helped the Fund's return most included stock selection and a market overweighting in Singapore, stock selection
in Germany and France, a market underweighting in Spain, and stock selection in Japan (which was partly offset by negative
return from an overweighting in this market). On the negative side, the Fund lost value in the U.K. from stock selection,
principally from holding BP, the international oil and gas company. Stock selection in Portugal, Sweden, Finland and Hong Kong
also detracted a small amount of return, as did market weightings in Austria, Canada, Greece and Australia.
International Equity Fund
22
Q. How did portfolio composition affect relative Fund performance?
A. In terms of regions and countries, the Fund lost relative value from stock selection in Finland, Sweden and the U.K. There was
relative value added back, however, from stock selection in Germany, Singapore and Japan.
Jardine Cycle & Carriage, Commonwealth Bank of Australia (no longer a Fund holding) and D'Ieteren were among the top
contributors to relative performance for the year. Jardine Cycle & Carriage, a Singapore auto retailer, saw its stock rise in
the first quarter of 2010 after Goldman Sachs Group raised its price target for the automobile retailer and got a further boost
in the second quarter after Morgan Stanley initiated coverage with an "overweight" rating. Commonwealth Bank of Australia, an
Australian banking and life insurance company, rallied in the latter part of 2009 posting solid first-half profits after
earnings were boosted by increased demand for home loans amid low lending rates. D'Ieteren, a Belgian auto importer and
distributor, experienced a rise in its stock price early in the period after the company raised its annual forecast as profit
growth accelerated in the third quarter of 2009. More recently, shares were buoyed by reports the company delivered 18% more
new vehicles in the first part of 2010, outperforming the Belgian auto market as a whole.
BP, E.ON and Enel were among the top detractors from relative performance for the year. Shares of BP fell sharply in the first
quarter of 2010 in the wake of the explosion of the Deepwater Horizon rig and ensuing catastrophic oil leak in the Gulf of
Mexico. E. ON, a German power generation and gas production company, saw its stock decline in the first quarter of 2010 after
the utility provider agreed to pay Russian company OAO Gazprom $140 million in January for unused gas in 2009 under a
"take-or-pay" contract. Enel, an Italian utility company, proposed to cut its dividend by nearly half at the beginning of 2010
in an attempt to lower debt, and as a result its shares tumbled.
Q. What is the investment outlook for international stocks?
A. Global equity markets may continue to be choppy over the coming months, with recent events negatively affecting cyclical
sectors, commodities, and credit risk. Over the past quarter, investors have been unsettled by the turmoil stemming from the
European debt crisis and the related risks of fiscal tightening to the region's recovery, as well as concerns about China's
growth sustainability. In the U.S., employment and housing remain uncertain, as recent data have failed to signal meaningful
improvements in these key areas.
Despite these risks, Acadian continues to assess the likelihood of a double-dip recession as relatively low. Although Acadian
believes that global recovery will be tempered as long as credit growth remains restricted, particularly in Europe, a number of
factors could help support a trend of moderate growth and somewhat more steady equity returns in the second half of the year.
These include continued stabilization in global gross domestic product, firmer global demand supporting export-driven markets,
sustained accommodative monetary policy in key areas, and an overall positive near-term earnings outlook.
However these situations play out, Acadian expects significant opportunities for active stock selection, focusing on a range of
stock attributes, and believes that valuation, earnings, quality and other characteristics will be important long-term drivers
of return. In particular, higher-quality companies with improving earnings are likely to do well in a period of uncertainty.
Acadian will continue to target the best valued of these, and focus on risk control in broad, diverse portfolios.
Top Ten Holdings
as of July 31, 2010
Nestle 3.4%
___________________________________________________________________________________
HSBC Holdings 3.4%
___________________________________________________________________________________
Royal Dutch Shell, Cl A 3.3%
___________________________________________________________________________________
BHP Billiton 2.6%
___________________________________________________________________________________
AstraZeneca (GBP) 2.5%
___________________________________________________________________________________
Unilever 2.4%
___________________________________________________________________________________
BP 2.1%
___________________________________________________________________________________
E.ON 2.1%
___________________________________________________________________________________
Deutsche Telekom 2.0%
___________________________________________________________________________________
DBS Group Holdings 1.9%
___________________________________________________________________________________
As a % of Total
Fund Investments 25.7%
___________________________________________________________________________________
International Equity Fund
23
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2010
____________________________________________________________________________________________________________________________________
Annualized
Inception 1 Year Inception
Date Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 12/30/05 (0.23)% (4.42)%
Class A without load 12/30/05 5.89% (3.17)%
Class Z 12/30/05 6.07% (2.94)%
Institutional Class 12/30/05 6.43% (2.68)%
MSCI EAFE Index 12/30/05 6.26% (0.10)%
____________________________________________________________________________________________________________________________________
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 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 Z and Institutional Class shares (as reported in
the November 19, 2009 prospectus) are 3.43% and 1.52%; 3.85% and 1.27%; and 1.55% 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 Z | Old Mutual International Equity Fund, Institutional Class | MSCI EAFE Index | |
| 12/30/05 | 9,425 | 10,000 | 10,000 | 10,000 | |
| 7/31/06 | 10,320 | 10,970 | 10,980 | 11,125 | |
| 7/31/07 | 13,212 | 14,067 | 14,126 | 13,785 | |
| 7/31/08 | 10,960 | 11,693 | 11,779 | 12,105 | |
| 7/31/09 | 7,678 | 8,220 | 8,295 | 9,369 | |
| 7/31/10 | 8,130 | 8,720 | 8,828 | 9,956 | |
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.
Sector Weightings as of July 31, 2010 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Australia | 5.7% | |
| Austria | 1.7% | |
| Belgium | 1.5% | |
| Canada | 2.4% | |
| Cash Equivalents | 0.4% | |
| China | 0.7% | |
| Common Stock | 1.4% | |
| Denmark | 0.1% | |
| Finland | 0.1% | |
| France | 5.2% | |
| Germany | 11.7% | |
| Greece | 0.3% | |
| Hong Kong | 5.2% | |
| Italy | 3.0% | |
| Japan | 25.3% | |
| Netherlands | 8.5% | |
| Norway | 0.3% | |
| Portugal | 1.1% | |
| Singapore | 4.4% | |
| Sweden | 2.9% | |
| Switzerland | 4.2% | |
| United Kingdom | 13.9% | |
24
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 1.4% Canada - 2.4%
B2B/E-Commerce - 0.0% Canadian Natural Resources 15,600 $ 537
Global Sources* 319 $ 3 Cardiome Pharma* 10,100 83
______________ Cascades 14,700 99
Cott* 41,600 249
Total B2B/E-Commerce 3 EnCana 2,900 89
_____________________________________________________________________ QLT* 20,400 117
______________
Commercial Banks Non-US - 0.2%
Allied Irish Banks ADR* 42,024 105 Total Canada 1,174
�� ______________ _____________________________________________________________________
Total Commercial Banks Non-US 105 China - 0.7%
_____________________________________________________________________ Pacific Textile Holdings 100,000 57
SunVic Chemical Holdings* 1,000 -
Computers - 1.1% Yangzijiang Shipbuilding Holdings 272,000 291
Research In Motion* 8,907 512 ______________
______________
Total China 348
Total Computers 512 _____________________________________________________________________
_____________________________________________________________________
Denmark - 0.1%
Electronic Components-Miscellaneous - 0.1% Monberg & Thorsen A/S, Cl B 186 11
NAM TAI Electronics* 14,900 65 PER Aarsleff A/S, Cl B 283 23
______________ ______________
Total Electronic Components-Miscellaneous 65 Total Denmark 34
______________ _____________________________________________________________________
Total Common Stock (Cost $795) 685 Finland - 0.1%
_____________________________________________________________________ Digia 5,565 36
Fiskars OYJ ABP 110 2
Foreign Common Stock - 97.9% ______________
Australia - 5.6%
BHP Billiton 35,722 1,297 Total Finland 38
Credit Corp Group 2,021 5 _____________________________________________________________________
Origin Energy 1,682 24
RCR Tomlinson 33,105 30 France - 5.2%
RHG* 87,115 53 AXA 75 1
Rio Tinto 11,479 737 BNP Paribas 11,879 812
Santos 51,337 619 Cegid Group 917 25
______________ Cie des Alpes 832 22
Devoteam 644 15
Total Australia 2,765 Etam Developpement* 707 33
_____________________________________________________________________ Groupe Steria SCA 14,228 386
LDC 129 13
Austria - 1.7% Linedata Services 1,290 16
Erste Group Bank 5,153 206 NetGem 4,971 20
OMV 18,281 611 Parrot* 8,935 175
Telekom Austria 200 3 Peugeot 1,540 46
Voestalpine 127 4 Sanofi-Aventis 15,815 919
______________ Tessi 257 19
Total 1,116 56
Total Austria 824 Video Futur Entertainment Group* 4,971 2
_____________________________________________________________________ ______________
Belgium - 1.5% Total France 2,560
Ageas 25,279 69 _____________________________________________________________________
Barco* 4,175 209
D'leteren 718 346 Germany - 11.6%
Euronav 40 1 ADVA Optical Networking* 21,136 130
Kinepolis Group 940 51 Allianz 7,859 913
Recticel 7,070 70 Amadeus Fire 2,335 69
______________ Aurubis 2,900 132
BASF 15,417 902
Total Belgium 746 Bavaria Industriekapital 925 15
_____________________________________________________________________ Cewe Color Holding 836 27
Deutsche Bank 10,440 729
Deutsche Post 21,181 369
Deutsche Telekom 74,444 1,000
_____________________________________________________________________
25
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Germany - continued Japan - continued
E.ON 33,788 $ 1,011 Arnest One 3,200 $ 36
Freenet 62 1 Artnature 5,600 51
Infineon Technologies* 39,872 270 Asahi Glass 17,000 �� 173
Koenig & Bauer 565 11 Asahi Industries 15 25
Loewe 1,348 11 Astellas Pharma 24,400 825
VTG 7,856 126 Bando Chemical Industries 10,000 33
______________ Best Bridal 4 12
Canon 50 2
Total Germany 5,716 Chubu Steel Plate 12,700 72
_____________________________________________________________________ Combi 1,500 12
Daido Kogyo 8,000 13
Greece - 0.3% Daihatsu Diesel Manufacturing 4,000 14
OPAP 10,780 160 Daiichikosho 4,200 62
______________ Dainichi 1,800 12
Faith 1,196 103
Total Greece 160 Fuji Soft 2,200 36
_____________________________________________________________________ Fujimori Kogyo 1,400 19
Fujitsu 93,100 660
Hong Kong - 5.2% FuKoKu 2,000 17
Allied Properties 120,000 24 Fukuda Denshi 1,300 31
Amax Holdings* 5,922,000 64 Hajime Construction 2,900 83
Champion Technology Holdings 6,316,000 164 Haruyama Trading 1,500 7
CLP Holdings 120,500 890 Haseko 500 -
Courage Marine Group 17,000 2 Hazama 26,300 23
Dickson Concepts International 19,000 14 HI-LEX 2,800 39
DMX Technologies Group* 38,000 10 Hitachi 161,000 668
Dragon Hill Wuling Hokkan Holdings 4,000 11
Automobile Holdings* 130,000 12 H-One 1,200 9
Fairwood 45,500 48 Iida Home Max 3,700 32
Galaxy Entertainment Group* 138,000 92 Imasen Electric Industrial 884 11
Hannstar Board International Holdings 84,000 18 INES 4,100 27
Hutchison Whampoa 114,000 754 Innotech 2,200 13
Jardine Strategic Holdings 14,500 341 Iwatani 21,000 59
Kantone Holdings 570,000 9 JMS 3,000 11
Keck Seng Investments 24,900 13 Kamei 3,000 13
Luen Thai Holdings 137,000 14 Kanematsu Electronics 2,300 21
Next Media* 246,000 35 Kawasumi Laboratories 10,000 65
Victory City International Holdings 228,000 48 Koike Sanso Kogyo 6,000 16
Wing On International 7,000 12 Komatsu Seiren 10,000 38
______________ Konishi 1,900 21
KRS 1,600 16
Total Hong Kong 2,564 Kyodo Printing 12,000 29
_____________________________________________________________________ Marubeni 104,000 558
Marubun 4,800 27
Italy - 3.0% Mimasu Semiconductor Industry 1,500 18
Banca Popolare dell'Emilia Romagna 169 2 Mitani 500 3
De'Longhi 6,503 32 Mitsubishi UFJ Financial Group 49,500 245
Enel 162,373 796 Mitsui 14,000 180
Engineering Ingegneria Informatica 1,424 37 Mitsui Home 2,000 10
Exor 26 1 Mr Max 400 2
Milano Assicurazioni 521 1 Nagase 34,000 373
Telecom Italia 241,174 307 Namura Shipbuilding 17,400 98
UniCredit 102,603 287 NIC 13,900 58
______________ Nichireki 12,000 58
_____________________________________________________________________
Total Italy 1,463
_____________________________________________________________________
Japan - 25.2%
Aeon 29,800 319
Airport Facilities 3,900 14
Alfresa Holdings 200 9
Ando 12,000 15
Arakawa Chemical Industries 2,900 32
Arc Land Sakamoto 2,000 26
Argo Graphics 800 9
_____________________________________________________________________
26
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Japan - continued Japan - continued
NIFTY 59 $ 53 Torii Pharmaceutical 6,600 $ 108
Nihon Kagaku Sangyo 2,000 15 Tosei 53 19
Nihon Yamamura Glass 1,000 3 Toshiba TEC 21,000 76
Nippo 15,000 104 Totetsu Kogyo 29,000 188
Nippon Electric Glass 5,000 64 Touei Housing 7,100 75
Nippon Game Card 26 30 Toyota Tsusho 20,700 314
Nippon Road 30,000 65 Universe 700 10
Nippon Steel 700 2 Watabe Wedding 3,900 46
Nippon Steel Trading 1,000 3 Yasunaga 2,100 12
NIS Group* 24,600 5 Yellow Hat 2,700 19
Nissan Motor 84,900 650 Zojirushi 18,000 46
Nisshin Fudosan 2,900 20 ______________
Nissin Sugar Manufacturing 7,000 15
Noevir 1,600 19 Total Japan 12,395
Nojima 1,028 7 _____________________________________________________________________
NTT 21,500 894
NTT Data 139 506 Netherlands - 8.5%
NTT DoCoMo 59 94 EADS 25,608 607
Obayashi Road 31,000 64 Gamma Holding 57 2
Pacific Industrial 4,000 18 Koninklijke Philips Electronics 21,897 681
Piolax 2,800 54 Royal Dutch Shell, Cl A 59,030 1,628
Pressance 8 16 Teleplan International 32,125 87
Raysum* 60 16 TNT 53 2
Relo Holdings 4,100 64 Unilever 39,546 1,163
Riken Technos 8,000 22 ______________
Ryoden Trading 2,000 11
Ryoyo Electro 11,100 118 Total Netherlands 4,170
Saison Information Systems 2,800 21 _____________________________________________________________________
Sakata INX 2,000 9
Sanko Marketing Foods 14 13 New Zealand - 0.0%
Satori Electric 6,400 50 Sky Network Television 210 1
Scroll 4,300 15 ______________
Seria 1 2
Shidax 5,000 18 Total New Zealand 1
Shinsho 3,000 6 _____________________________________________________________________
Sinanen 3,000 12
Soft99 400 2 Norway - 0.4%
Softbank 21,500 641 Atea ASA 14,500 102
Sojitz 245,300 389 Norske Skogindustrier* 52,125 64
Soken Chemical & Engineering 700 11 ______________
Sony 22,400 701
Studio Alice 9,700 83 Total Norway 166
Sumikin Bussan 2,000 4 _____________________________________________________________________
Sumitomo Heavy Industries 7,000 41
Sumitomo Mitsui Financial Group 1,400 43 Portugal - 1.1%
Suncall 4,000 18 EDP - Energias de Portugal 164,896 542
T&K Toka 1,500 19 Novabase SGPS* 1,941 8
Taiyo Elec 2,300 13 ______________
Takagi Securities 19,000 29
Takeda Pharmaceutical 19,600 899 Total Portugal 550
Techno Ryowa 1,200 6 _____________________________________________________________________
Teikoku Sen-I 1,000 6
Toa Oil 11,000 12 Singapore - 4.4%
Tokyu Construction 5,080 13 DBS Group Holdings 87,000 923
_____________________________________________________________________ GP Batteries International 14,000 19
Jardine Cycle & Carriage 21,526 568
Oversea-Chinese Banking 43,000 286
QAF 7,000 3
Singapore Airlines 32,000 368
______________
Total Singapore 2,167
_____________________________________________________________________
Sweden - 2.9%
AstraZeneca (SEK) 317 16
Bilia AB, Cl A 13,310 201
Electrolux AB, Ser B 24,441 545
Industrial & Financial Systems, Cl B 3,345 38
Industrivarden AB, Cl A 2,056 27
Industrivarden AB, Cl C 5,968 75
_____________________________________________________________________
27
OLD MUTUAL INTERNATIONAL EQUITY FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2010
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Sweden - continued Foreign Preferred Stock - 0.0%
Nolato AB, Cl B 8,008 $ 88 Germany - 0.0%
Saab AB, Cl B 18,784 244 Villeroy & Boch 3,475 $ 18
Volvo AB, Cl B 14,742 184 ______________
______________
Total Germany 18
Total Sweden 1,418 ______________
_____________________________________________________________________
Total Foreign Preferred Stock (Cost $17) 18
Switzerland - 4.2% _____________________________________________________________________
Advanced Digital Broadcast Holdings 3,308 92
Bell Holding 28 44 Money Market Fund - 0.4%
Bossard Holding 337 28 Dreyfus Cash Management Fund,
Calida Holding 25 12 Institutional Class, 0.243% (A) 171,387 171
Clariant 2,517 33 ______________
Emmi 705 108
Nestle 33,559 1,659 Total Money Market Fund (Cost $171) 171
Novartis 253 12 _____________________________________________________________________
Swisslog Holding 37,055 27
UBS 2,272 39 Total Investments - 99.7% (Cost $46,338) 48,972
______________ _____________________________________________________________________
Total Switzerland 2,054 Other Assets and Liabilities, Net - 0.3% 165
_____________________________________________________________________ _____________________________________________________________________
United Kingdom - 13.8% Total Net Assets - 100.0% 49,137
Anglo-Eastern Plantations 1,127 10 _____________________________________________________________________
AstraZeneca (GBP) 24,352 1,221
Aveva Group 94 2 For descriptions of abbreviations and footnotes, please refer to
Barclays 19,784 102 page 30.
BHP Billiton 4,983 153
BP 163,017 1,043
British Polythene Industries 2,378 8
Cape* 7,630 32
Character Group 242 -
Chaucer Holdings 257 -
Chime Communications 7,025 19
Clarkson 319 4
Colt Group* 27,500 56
Dart Group 40,418 46
Davis Service Group 31,578 185
DS Smith 14,070 32
Hilton Food Group 1,087 4
HSBC Holdings 162,806 1,656
Imperial Tobacco Group 27,616 781
Lloyds Banking Group* 332 -
Logica 214,837 365
Mondi 2,600 18
Next 1,107 37
Renew Holdings 2,084 1
Rio Tinto 7,505 388
Royal Bank of Scotland Group* 588,095 460
RPC Group 25,287 105
Tribal Group 14,443 14
Vitec Group 1,800 12
WM Morrison Supermarkets 7,362 31
______________
Total United Kingdom 6,785
______________
Total Foreign Common Stock (Cost $45,355) 48,098
_____________________________________________________________________
28
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, 2010 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $ 685 $ - $- $ 685
Foreign Common Stock
Australia - 2,765 - 2,765
Austria - 824 - 824
Belgium - 746 - 746
Canada 1,174 - - 1,174
China - 348 - 348
Denmark �� - 34 - 34
Finland - 38 - 38
France - 2,560 - 2,560
Germany - 5,716 - 5,716
Greece - 160 - 160
Hong Kong - 2,564 - 2,564
Italy - 1,463 - 1,463
Japan - 12,395 - 12,395
Netherlands - 4,170 - 4,170
New Zealand - 1 - 1
Norway - 166 - 166
Portugal - 550 - 550
Singapore - 2,167 - 2,167
Sweden - 1,418 - 1,418
Switzerland - 2,054 - 2,054
United Kingdom - 6,785 - 6,785
Foreign Preferred Stock
Germany - 18 - 18
Money Market Fund 171 - - 171
____________________________________________________________________________________________________________________________________
Total Investments $2,030 $46,942 $- $48,972
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
29
NOTES TO SCHEDULES OF INVESTMENTS
____________________________________________________________________________________________________________________________________
* Non-income producing security.
(A) - The rate reported represents the 7-day effective yield as of July 31, 2010.
(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.
ADR - American Depositary Receipt
AUD - Australian Dollar
CAD - Canadian Dollar
CHF - Swiss Franc
Cl - Class
EUR - Euro
GBP - British Pound Sterling
HMO - Health Maintenance Organization
JPY - Japanese Yen
NOK - Norwegian Krone
NZD - New Zealand Dollar
REITs - Real Estate Investment Trusts
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.
30
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2010
____________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging International
Fund Growth Fund Equity Fund
____________________________________________________________________________________________________________________________________________________
Assets:
Investment Securities, at cost $ 92,158 $ 60,467 $ 46,338
____________________________________________________________________________________________________________________________________________________
Investment Securities, at value $ 99,411 $ 63,645 $ 48,972
Cash Deposits held at Prime Broker 323 - -
Foreign Currency (cost $-, $-, $125) - - 127
Unrealized Gain on Forward Foreign Currency Contracts 1,564 - -
Receivable for Capital Shares Sold 4 51 11
Receivable from Investment Adviser 27 2 20
Receivable for Investment Securities Sold - 6,108 -
Receivable for Dividends and Interest 81 2 98
Variation Margin Receivable on Futures Contracts 78 - -
Other Assets 11 10 5
____________________________________________________________________________________________________________________________________________________
Total Assets 101,499 69,818 49,233
____________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased - 6,139 -
Payable for Capital Shares Redeemed 262 13 -
Variation Margin Payable on Futures Contracts 44 - -
Written Option Contracts, at Value, (Proceeds received of $1,724, $-, $-) 2,138 - -
Securities Sold Short, at Value (Proceeds received of $16,712, $-, $-) 15,942 - -
Unrealized Loss on Forward Foreign Currency Contracts 1,671 - -
Payable for Administration Fees 7 5 4
Payable for Distribution & Service Fees 7 - -
Payable for Management Fees 66 48 40
Payable for Trustees' Fees 2 1 2
Accrued Expenses 179 49 50
____________________________________________________________________________________________________________________________________________________
Total Liabilities 20,318 6,255 96
____________________________________________________________________________________________________________________________________________________
Net Assets $ 81,181 $ 63,563 $ 49,137
____________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 237,622 $ 81,097 $ 93,549
Undistributed (Distributions in Excess of) Net Investment Income/(Accumulated Net Investment Loss) 107 - 565
Accumulated Net Realized Gain (Loss) on Investments, Securities Sold Short, Futures,
Written Options and Foreign Currency Transactions (163,972) (20,712) (47,617)
Net Unrealized Appreciation on Investments, Securities Sold Short,
Futures, Written Options and Foreign Currency Transactions 7,424 3,178 2,640
____________________________________________________________________________________________________________________________________________________
Net Assets $ 81,181 $ 63,563 $ 49,137
____________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 38,274 $ 3,079 $ 363
Net Assets - Class C 20,558 N/A N/A
Net Assets - Class Z 22,347 13,498 528
Net Assets - Institutional Class 2 46,986 48,246
____________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 4,242,771 357,932 45,338
Outstanding Shares of Beneficial Interest - Class C 2,372,285 N/A N/A
Outstanding Shares of Beneficial Interest - Class Z 2,451,997 1,549,034 65,723
Outstanding Shares of Beneficial Interest - Institutional Class 168 5,339,437 5,987,107
____________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 9.02 $ 8.60 $ 8.00
____________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 9.57 $ 9.12 $ 8.49
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C †^ $ 8.67 N/A N/A
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 9.11 $ 8.71 $ 8.03
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Institutional Class^ $ 9.12 $ 8.80 $ 8.06
____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
† Class C shares have a contingent deferred sales charge. For a description of 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.
N/A - Not Applicable
The accompanying notes are an integral part of the financial statements.
32
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2010
____________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging International
Fund Growth Fund Equity Fund
____________________________________________________________________________________________________________________________________________________
Investment Income:
Dividends $ 2,586 $ 537 $ 1,818
Interest 70 - -
Less: Foreign Taxes Withheld - - (149)
____________________________________________________________________________________________________________________________________________________
Total Investment Income 2,656 537 1,669
____________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 1,093 634 592
Administration Fees 115 70 59
Distribution and Service fees:
Class A 144 9 1
Class C 312 1 1
Trustees' Fees 68 43 37
Custodian Fees 34 14 77
Professional Fees 47 38 36
Registration and SEC Fees 52 35 42
Transfer Agent Fees 378 80 9
Dividend Expense on Securities Sold Short 144 - -
Interest Expense on Securities Sold Short 117 - -
Pricing Fees 14 1 67
Other Expenses 149 35 18
____________________________________________________________________________________________________________________________________________________
Total Expenses 2,667 960 939
____________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (455) (46) (330)
____________________________________________________________________________________________________________________________________________________
Net Expenses 2,212 914 609
____________________________________________________________________________________________________________________________________________________
Net Investment Income (Loss) 444 (377) 1,060
____________________________________________________________________________________________________________________________________________________
Net Realized Gain from Investment Transactions (including Securities Sold Short) 29,440 13,564 5,452
Net Realized Gain (Loss) on Foreign Currency Transactions 5,094 - (135)
Net Realized Loss on Futures Contracts �� (1,622) - -
Net Realized Loss on Written Option Contracts (9,328) - -
Net Change in Unrealized Depreciation on Investments (including Securities Sold Short) (18,211) (4,597) (959)
Net Change in Unrealized Depreciation on
Forward Foreign Currency Contracts and Foreign Currency Transactions (2,734) - (2)
Net Change in Unrealized Depreciation on Futures Contracts (1,855) - -
Net Change in Unrealized Appreciation on Written Option Contracts 3,336 - -
____________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain on Investments 4,120 8,967 4,356
____________________________________________________________________________________________________________________________________________________
Increase in Net Assets Resulting from Operations $ 4,564 $ 8,590 $ 5,416
____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
33
STATEMENTS OF CHANGES IN NET ASSETS (000)
___________________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
___________________________________________________________________________________________________________________________________________________
8/1/09 to 8/1/08 to
7/31/10 7/31/09
___________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income (Loss) $ 444 $ 205
Net Increase from Payment by Affiliates (1) - -
Net Realized Gain (Loss) from Investments (including Securities Sold Short),
Written Option Contracts, Futures Contracts, Forward Foreign
Currency Contracts and Foreign Currency Transactions 23,584 (148,361)
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 (19,464) 14,353
___________________________________________________________________________________________________________________________________________________
Net Increase (Decrease) in Net Assets Resulting from Operations 4,564 (133,803)
___________________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A - -
Class C - -
Class Z - -
Institutional Class - -
___________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions - -
___________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 4,310 25,346
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - 4
Shares Redeemed (51,903) (155,699)
___________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (47,593) (130,349)
___________________________________________________________________________________________________________________________________________________
Class C (2)
Shares Issued 199 1,925
Redemption Fees - -
Shares Redeemed (32,650) (69,385)
___________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (32,451) (67,460)
___________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 5,816 4,430
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed �� (14,084) (18,041)
___________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions (8,268) (13,611)
___________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - 1,530
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed (12,400) (9,923)
___________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions (12,400) (8,393)
___________________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Derived from Capital Shares Transactions (100,712) (219,813)
___________________________________________________________________________________________________________________________________________________
Total Increase (Decrease) in Net Assets (96,148) (353,616)
___________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 177,329 530,945
___________________________________________________________________________________________________________________________________________________
End of Period $ 81,181 $ 177,329
___________________________________________________________________________________________________________________________________________________
Undistributed (Distributions in Excess of) Net Investment Income/(Accumulated Net Investment Loss) $ 107 $ (10,783)
___________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
(1) See Note 2.
(2) Class C shares of the Old Mutual Copper Rock Emerging Growth Fund and Old Mutual International Equity Fund were closed in 2009.
See Note 1 for further details.
The accompanying notes are an integral part of the financial statements.
34
_____________________________________________________
Old Mutual
Copper Rock Old Mutual
Emerging International
Growth Fund Equity Fund
_____________________________________________________
8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to
7/31/10 7/31/09 7/31/10 7/31/09
_____________________________________________________
$ (377) $ (513) $ 1,060 $ 1,509
- 1 - 2
13,564 (21,956) 5,317 (44,891)
(4,597) 3,604 (961) 7,512
_____________________________________________________
8,590 (18,864) 5,416 (35,868)
_____________________________________________________
- - (7) (11)
- - - (1)
- - (11) (11)
- - (1,164) (1,749)
_____________________________________________________
- - (1,182) (1,772)
_____________________________________________________
1,081 4,526 171 37
- - 6 7
- 1 - -
(1,957) (8,247) (455) (693)
_____________________________________________________
(876) (3,720) (278) (649)
_____________________________________________________
- 124 - 123
- - - -
(396) (417) (1,001) (707)
_____________________________________________________
(396) (293) (1,001) (584)
_____________________________________________________
8,868 17,061 155 50
- - 10 11
- - - -
(18,184) (9,614) (169) (560)
_____________________________________________________
(9,316) 7,447 (4) (499)
_____________________________________________________
16,068 20,072 957 14,337
- - 1,163 1,746
- - - -
(9,785) (7,685) (30,744) (20,580)
_____________________________________________________
6,283 12,387 (28,624) (4,497)
_____________________________________________________
(4,305) 15,821 (29,907) (6,229)
_____________________________________________________
4,285 (3,043) (25,673) (43,869)
_____________________________________________________
59,278 62,321 74,810 118,679
_____________________________________________________
$ 63,563 $ 59,278 $ 49,137 $ 74,810
_____________________________________________________
$ - $ - $ 565 $ 804
_____________________________________________________
35
STATEMENT OF CASH FLOWS (000)
FOR THE YEAR ENDED JULY 31, 2010
________________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
________________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Operating Activities:
Interest and Dividends Received (Excludes Net of Amortization/Accretion of $20) $ 2,712
Purchases of Long-term Portfolio Investments (216,640)
Proceeds from Sales of Long-term Portfolio Investments 338,606
Net Cash Used in Futures Contracts (3,610)
Net Cash Used in Purchased Option Contracts (58)
Net Cash Used in Written Option Contracts (11,742)
Net Cash Used in Short Sales Transactions (21,668)
Net Decrease in Short-term Investments 16,561
Net Cash from Foreign Currency Transactions �� 5,094
Interest Expense Paid (117)
Operating Expenses Paid (2,415)
________________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities 106,723
________________________________________________________________________________________________________________________________________________
Cash Flows Used in Financing Activities:
Decrease in Shares of Beneficial Interest Sold (101,114)
Decrease in Payable to Custodian (5,286)
Increase in Deposits with Prime Broker for Collateral (323)
________________________________________________________________________________________________________________________________________________
Net Cash Used in Financing Activities (106,723)
________________________________________________________________________________________________________________________________________________
Net Change in Cash -
Cash at Beginning of Year -
________________________________________________________________________________________________________________________________________________
Cash at End of Year $ -
________________________________________________________________________________________________________________________________________________
Reconciliation of Net Increase in Net Assets from Operations to
Net Cash Provided from Operating Activities:
Net Increase in Net Assets Resulting from Operations $ 4,564
________________________________________________________________________________________________________________________________________________
Decrease in Investments 98,112
Decrease in Written Option Contracts, at Value (5,764)
Accretion of Discount on Investments (20)
Decrease in Dividends and Interest Receivable 76
Decrease in Payable for Securities Purchased (2,229)
Decrease in Variation Margin Payable (133)
Increase in Payable for Foreign Forward Currency Contracts 2,734
Increase in Other Assets (11)
Decrease in Accrued Expenses (308)
Decrease in Receivable for Securities Sold 9,702
________________________________________________________________________________________________________________________________________________
Total Adjustments 102,159
________________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities $ 106,723
________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
36
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 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
2010 $ 8.68 $ 0.05 $ 0.29 $ - $ 0.34 $ - $ - $ - $ - $ 9.02 3.92% $ 38,274 1.78% (5) 2.27% (5) 0.52% ; 168.45%
2009 11.88 0.02 (3.22) - (3.20) - - - - 8.68 (26.94)% 83,169 2.07% (5) 2.41% (5) 60; 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% (5) 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% (5) 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% (5) 0.57% 60; 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% (5) 0.64% 81 .00%
Class C
2010 $ 8.40 $(0.02) $ 0.29 $ - $ 0.27 $ - $ - $ - $ - $ 8.67 3.21% $ 20,558 2.53% (5) 2.91% (5) (0.23)% 168.45%
2009 11.59 (0.05) (3.14) - (3.19) - - - - 8.40 (27.52)% 51,879 2.82% (5) 2.97% (5) ( 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% (5) (0.34)% 171.50%
2007 13.11 (0.03) 1.24 - 1.21 - - - - 14.32 9.24% 340,569 2.29% (5) 2.67% (5) (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% (5) (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% (5) (0.09)% 81.00%
Class Z (3)
2010 $ 8.75 $ 0.07 $ 0.29 $ - $ 0.36 $ - $ - $ - $ - $ 9.11 4.11% $ 22,347 1.52% (5) 1.68% (5) 0.81% ; 168.45%
2009 11.94 0.04 (3.23) - (3.19) - - - - 8.75 (26.72)% 29,734 1.81% (5) 1.97% (5) 60; 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% (5) 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% (5) 0.84% 0; 183.98%
2006 (4) 12.82 0.06 0.33 (#) - 0.39 - - - - 13.21 3.04% (#) 140,795 1.26% (5) 1.82% (5) 0.72% 60; 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% (5) 0.78% ; 81.00%
Institutional Class
2010 $ 8.76 $ 0.11 $ 0.25 $ - $ 0.36 $ - $ - $ - $ - $ 9.12 4.11% $ 2 1.41% (5) 2.84% (5) 1.31% ; 168.45%
2009 11.96 0.05 (3.25) - (3.20) - - - - 8.76 (26.76)% 12,547 1.77% (5) 1.87% (5) 60; 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% (5) 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% (5) 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% (5) 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% (5) 1.55% 0; 81.00%
____________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
37
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 Net 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) Portf olio
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 COPPER ROCK EMERGING GROWTH FUND^
Class A
2010 $ 7.71 $(0.07) $ 0.96 $ - $ 0.89 $ - $ - $ - $ 8.60 11.54% $ 3,079 1.67% 2.37% 0;(0.87)% 248.88%
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)% 0; 260.79%
2007 10.52 (0.16) 2.54 - 2.38 - - - 12.90 22.62% 35,890 1.55% 1.85% 60; (1.32)% 169.81%
2006 10.00 (0.13) 0.65 - 0.52 - - - 10.52 5.20% 20,814 1.55% 2.9 7% (1.15)% 282.22%
Class Z**
2010 $ 7.79 $(0.05) $ 0.97 $ - $ 0.92 $ - $ - $ - $ 8.71 11.81% $ 13,498 1.42% 1.51% (0.54)%& #160; 248.88%
2009 10.18 (0.08) (2.31) (#) - (2.39) - - - 7.79 (23.48)% (#) 19,771 1.42% 1.57% (1.09)%& #160; 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)% 0; 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% &# 160; 787.59% (0.93)% 282.22%
Institutional Class
2010 $ 7.86 $(0.05) $ 0.99 $ - $ 0.94 $ - $ - $ - $ 8.80 11.96% $ 46,986 1.22% 1.22% (0.51)%& #160; 248.88%
2009 10.24 (0.07) (2.31) (#) - (2.38) - - - 7.86 (23.24)% (#) 35,660 1.22% 1.18% (0.89)%& #160; 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)% 0; 260.79%
2007 10.56 (0.10) 2.55 - 2.45 - - - 13.01 23.20% 66,666 1.10% 1.21% 60; (0.86)% 169.81%
2006 10.00 (0.08) 0.64 - 0.56 - - - 10.56 5.60% 49,751 1.10% 1.7 1% (0.70)% 282.22%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL INTERNATIONAL EQUITY FUND^^
Class A
2010 $ 7.67 $ 0.11 $ 0.34 $ - $ 0.45 $ (0.12) $ - $ (0.12) $ 8.00 5.89% $ 363 1.52% 5.59% 1.30% 60; 92.20%
2009 11.12 0.12 (3.46) (#) - (3.34) (0.11) - (0.11) 7.67 (29.95)% (#) 617 1.52% 3.43% 1.62% 0; 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% 0; 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% 60;1.05% 94.78%
2006 10.00 0.18 0.77 - 0.95 - - - 10.95 9.50% 251 1.70% &# 160; 30.10% 2.94% 48.74%
Class Z
2010 $ 7.70 $ 0.13 $ 0.34 $ - $ 0.47 $ (0.14) $ - $ (0.14) $ 8.03 6.07% $ 528 1.27% 4.77% 1.64% 60; 92.20%
2009 11.20 0.14 (3.49) (#) - (3.35) (0.15) - (0.15) 7.70 (29.70)% (#) 513 1.27% 3.85% 1.94% 0; 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% 0; 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% 0; 1,776.73% 1.59% 48.74%
Institutional Class
2010 $ 7.73 $ 0.15 $ 0.35 $ - $ 0.50 $ (0.17) $ - $ (0.17) $ 8.06 6.43% $ 48,246 1.02% 1.52% 1.80% ; 92.20%
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% & #160; 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% &# 160; 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% 60;1.33% 94.78%
2006 10.00 0.12 0.86 - 0.98 - - - 10.98 9.80% 5,490 1.20% 2.96% 1.85% 48.74%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
38
* 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.
^ Fund commenced operations July 29, 2005.
^^ Fund commenced operations December 30, 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 the 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
___________________________________________________________
2010 0.13% 0.13% 0.12% 0.05%
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
___________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
39
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2010
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 seven
series portfolios, of which the following are covered by this Annual Report - the Old Mutual Analytic Fund, the Old Mutual Copper
Rock Emerging Growth Fund and the Old Mutual International Equity 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 Copper Rock
Emerging Growth Fund commenced operations on July 29, 2005, and the Old Mutual International Equity Fund commenced operations on
December 30, 2005.
After the close of business on October 23, 2009, Class C shares of the Old Mutual Copper Rock Emerging Growth Fund and Old Mutual
International Equity Fund were liquidated and distributed ratably among the Class C shareholders on that date.
Shareholders may purchase shares of the Old Mutual Analytic Fund through four separate classes, Class A, Class C, Class Z and
Institutional Class shares. Shareholders may purchase Class A, Class Z and Institutional Class shares of the Old Mutual Copper Rock
Emerging Growth Fund and Old Mutual International Equity 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 is classified as a diversified investment
management company. The Funds' prospectus provides a description of each Fund's investment objective, policies and investment
strategies.
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, investment
securities are valued 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 is 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 of Trustees (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
deemed inaccurate or does not reflect the market value of the security, 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. A security may be valued using Fair Value Procedures if among other things 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 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.
40
Foreign securities traded on 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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820-10,
Fair Value Measurements and Disclosures, ("ASC 820-10"). ASC 820-10 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. For each Fund there were no significant transfers between Level 1 and Level
2 during the reporting period, based on the input level assigned under the hierarchy at the beginning and end of the reporting
period. The aggregate value by input level, as of July 31, 2010, 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 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. 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 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 ("REITs") - 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.
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.
41
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
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/or to hedge against overall equity market volatility and other
risks in the Fund's portfolio. 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
purchasers of an option, bear 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.
Short Sales - As is consistent with the Old Mutual Analytic Fund's investment objectives, the Old Mutual Analytic 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 the 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, 2009, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual
International Equity Fund were reimbursed $1 (000) and $2 (000), respectively, by their respective sub-advisers for trading errors.
For the year ended July 31, 2010, there were no material payments by affiliates.
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 had no material expense reductions for the
year ended July 31, 2010.
42
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, 2010, there were no material redemption fees collected by the Funds.
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 Copper Rock Emerging Growth Fund 0.900% N/A
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 ("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, 2011
Old Mutual Copper Rock Emerging Growth Fund 1.67% N/A 1.42% 1.22% December 31, 2011
Old Mutual International Equity Fund 1.52% N/A 1.27% 1.02% December 31, 2011
____________________________________________________________________________________________________________________________________
Reimbursement by the Old Mutual Analytic Fund of the advisory fees waived and other expenses paid by the Adviser pursuant to the
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 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; (iii) the payment of such reimbursement is approved by the Board; and
(iv) reimbursement is made within two fiscal years after the fiscal year in which fees were reimbursed or absorbed.
43
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
Reimbursement by the Funds of the advisory fees waived and other expenses paid by the Adviser pursuant to the 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, 2010, the Adviser may seek reimbursement of previously waived and reimbursed fees as
follows (000):
Expires 2011 Expires 2012 Expires 2013 Total
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $593 $783 $458 $1,834
Old Mutual Copper Rock Emerging Growth Fund 65 95 56 216
Old Mutual International Equity Fund 279 422 327 1,028
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
For the year ended July 31, 2010, the Adviser was reimbursed the following amounts for previously waived fees:
Total (000)
________________________________________________________________
Old Mutual Analytic Fund $ 3
Old Mutual Copper Rock Emerging Growth Fund 14
________________________________________________________________
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 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 Adviser have entered into a sub-advisory agreement (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%.
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%.
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 a Fund's investment objective, policies and limitations; (ii) provide supervision of the
assets managed by the sub-adviser and determine from time to time what investments 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 Prospectus 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.
44
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 and Old Mutual Funds II (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"; (2) $3,000 per class in excess of three classes for each fund in the Old
Mutual Complex, and (3) the greater of .01925% based on the combined average daily gross assets of the Old Mutual Complex or
$425,000. 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 shares of each Fund and Class C shares of Old Mutual Analytic 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 shares of
each Fund and Class C shares of Old Mutual Analytic 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 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 Old Mutual Analytic 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 Administrator 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, 2010, it retained $1 (000) and $1 (000),
respectively, from Old Mutual Analytic Fund and Old Mutual Copper Rock Emerging Growth Fund's Class A service fees.
45
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2010
Other Service Providers - The Bank of New York Mellon serves as the custodian for the Funds. The custodian's responsibilities
include safekeeping of the Funds' portfolio securites and cash, the delivery of such securities and cash to and from the Funds, and
the appointment of any sub-custodian banks and clearing agents.
DST Systems, Inc. ("DST") serves as the transfer agent and dividend disbursing agent of the Funds. Pursuant to an agency agreement
between the Trust and DST, DST also provides call center, correspondence and other shareholder account-related services to 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 Funds to persons who beneficially own interests in the Fund.
OMUSH receives an offset of certain recordkeeping fees from the plan sponsors of OMUSH's participant directed 401K, profit sharing
and/or voluntary deferral plans which invest in the Old Mutual Complex (collectively, the "Deferred Plans"). The amount of the fee
offset is based in part on service and/or sub-transfer agency fees received by the plan sponsors from the Old Mutual Funds' Class Z
shares within the Deferred Plans. During the year ended July 31, 2010, the amount received by OMUSH for recordkeeping fee offsets
attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $38 (000).
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, 2010.
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, 2010 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________
Other Other
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $214,411 $328,622
Old Mutual Copper Rock Emerging Growth Fund 167,758 171,388
Old Mutual International Equity Fund 53,071 83,112
____________________________________________________________________________________________________________________________________
Transactions in option contracts written in the Old Mutual Analytic Fund for the year ended July 31, 2010, were as follows:
Old Mutual Analytic Fund
____________________________________________________________________________________________________________________________________
Number of Proceeds
Contracts Received (000)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2009 16,880 $ 4,152
Options written 61,732 60,290
Options terminated in closing purchasing transactions (63,944) (58,568)
Options expired (13,373) (4,150)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2010 1,295 $ 1,724
____________________________________________________________________________________________________________________________________
46
6. CAPITAL SHARE TRANSACTIONS
____________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging Growth International Equity
Fund Fund Fund
____________________________________________________________________________________________________________________________________
8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to 8/1/09 to 8/1/08 to
7/31/10 7/31/09 7/31/10 7/31/09 7/31/10 7/31/09
____________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 489 2,659 131 536 21 5
Shares Issued upon Reinvestment of Distributions - - - - 1 1
Shares Redeemed (5,828) (17,095) (224) (1,195) (57) (95)
____________________________________________________________________________________________________________________________________
Total Class A Share Transactions (5,339) (14,436) (93) (659) (35) (89)
____________________________________________________________________________________________________________________________________
Class C (1)
Shares Issued 23 196 - 19 - 15
Shares Redeemed (3,826) (7,703) (49) (66) (122) (99)
____________________________________________________________________________________________________________________________________
Total Class C Share Transactions (3,803) (7,507) (49) (47) (122) (84)
____________________________________________________________________________________________________________________________________
Class Z
Shares Issued 639 502 1,083 2,404 19 7
Shares Issued upon Reinvestment of Distributions - - - - 1 2
Shares Redeemed (1,586) (1,968) (2,070) (1,391) (21) (56)
____________________________________________________________________________________________________________________________________
Total Class Z Share Transactions (947) (1,466) (987) 1,013 (1) (47)
____________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - 155 1,908 2,198 116 1,983
Shares Issued upon Reinvestment of Distributions - - - - 142 256
Shares Redeemed (1,432) (1,149) (1,107) (1,042) (3,678) (2,887)
____________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions (1,432) (994) 801 1,156 (3,420) (648)
____________________________________________________________________________________________________________________________________
Net Increase in Shares Outstanding (11,521) (24,403) (328) 1,463 (3,578) (868)
____________________________________________________________________________________________________________________________________
(1) Class C shares of the Old Mutual Copper Rock Emerging Growth Fund and Old Mutual International Equity Fund were closed in
October 2009. See Note 1 for further details.
Amounts designated as "-" are either 0 or have been rounded to 0.
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.
47
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2010
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 FASB Accounting Standards Codification 740-10 ("ASC 740-10"), Income Taxes. ASC 740-10
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.
ASC 740-10 requires management of the Funds to analyze all open tax years, fiscal years 2006 - 2009 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, 2010, 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, 2010, primarily attributable to certain net operating losses,
reclassifications of long-term capital gain distributions on REITs, reclassifications of capital gain distributions investments in
Passive Foreign Investment Companies, foreign currency translation and reclassifications of capital gains related to short sales
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 $ (5,498) $10,446 $(4,948)
Old Mutual Copper Rock Emerging Growth Fund (377) 377 -
Old Mutual International Equity Fund - (117) 117
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The tax character of dividends and distributions declared during the year or periods ended July 31, 2010 and 2009 were as follows:
Ordinary Long Term Return of
Income Capital Gain Capital Total
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual International Equity Fund
2010 $1,182 $ - $ - $1,182
2009 1,772 - - 1,772
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The Old Mutual Analytic Fund and Old Mutual Copper Rock Emerging Growth Fund did not declare dividends or distributions during the
years ended July 31, 2010 and 2009.
48
As of July 31, 2010, the components of Distributable Earnings/(Accumulated Losses) were as follows:
Undistributed Post Unrealized Other
Ordinary Capital Loss October Appreciation/ Temporary
Income Carryforwards Losses Depreciation Differences Total
(000) (000) (000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $ - $(159,358) $(1,634) $4,551 $ - $(156,441)
Old Mutual Copper Rock Emerging Growth Fund - (19,703) - 2,169 - (17,534)
Old Mutual International Equity Fund 709 (46,698) (750) 2,426 (99) (44,412)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2009 through July 31, 2010 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, 2010, the following Funds had capital loss carry forwards available to offset future realized gains through the
indicated expiration dates (000):
2016 2017 2018 Total
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $50,153 $31,727 $77,478 $159,358
Old Mutual Copper Rock Emerging Growth Fund - 19,088 615 19,703
Old Mutual International Equity Fund 8 24,413 22,277 46,698
____________________________________________________________________________________________________________________________________
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, 2010 were as follows:
Net
Unrealized
Federal Tax Unrealized Unrealized Appreciation/
Cost Appreciation Depreciation Depreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $95,543 $11,565 $(7,697) $3,868
Old Mutual Copper Rock Emerging Growth Fund 61,476 5,495 (3,326) 2,169
Old Mutual International Equity Fund 46,553 5,552 (3,133) 2,419
____________________________________________________________________________________________________________________________________
9.NEW ACCOUNTING PRONOUNCEMENT
____________________________________________________________________________________________________________________________________
In January 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-06 "Improving Disclosures about Fair Value
Measurements." ASU 2010-06 requires the Funds to include disclosures about amounts and reasons for significant transfers in and out
of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and
nonrecurring fair value measurements that fall in either Level 2 or Level 3. Effective for interim and annual reporting periods
beginning after December 15, 2010, the Funds will be required to include disclosures on purchases, sales, issuances and settlements
in the reconciliation of activity in Level 3 fair value measurements. At this time, the Adviser is evaluating the implications of
ASU No. 2010-06 and its impact on the financial statements has not been determined.
10. SUBSEQUENT EVENTS
____________________________________________________________________________________________________________________________________
In accordance with the provisions set forth in FASB Accounting Standards Codification 855-10 Subsequent Events, the Adviser has
evaluated the possibility of subsequent events existing in the Funds' financial statements and has determined that there are no
other material events that would require disclosure in the Funds' financial statements.
49
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 financial
highlights present fairly, in all material respects, the financial position of Old Mutual Analytic Fund, Old Mutual Copper Rock
Emerging Growth Fund and Old Mutual International Equity Fund (three of the seven funds constituting Old Mutual Funds I, hereafter
referred to as the "Funds") at July 31, 2010 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 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, 2010 by correspondence
with the custodian and brokers, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
September 21, 2010
50
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2010 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2010 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2010, each Fund is designating the following items with regard to distributions paid during the year.
Qualifying
For Corporate Qualified
Dividends Qualifying U.S. Qualified Short Term
Receivable Dividend Government Interest Capital
Fund Deduction (1) Income (2) Interest (3) Income (4) Gain (5)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund 0.00% 0.00% 0.00% 0.00% 0.00%
Old Mutual Copper Rock Fund 0.00% 0.00% 0.00% 0.00% 0.00%
Old Mutual International Equity Fund (6) 0.00% 64.08% 0.00% 0.04% 0.00%
____________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________________
(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, 2010, the total
amount of foreign source income is $1,668,861 or $0.27 per share. The total amount of foreign taxes to be paid is $149,062 or
$0.02 per share. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.
51
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, 2010 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.
52
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2010
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, 2010.
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 Annualized ; 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
2/01/10 7/31/10 Month Period Period* 2/01/10 7/31/10 Month Period Period*
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class A Old Mutual Copper Rock Emerging Growth Fund - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,033.20 1.63% $8.22 Actual Fund Return $1,000.00 $1,036.90 1.42% $7.17
Hypothetical 5% Return 1,000.00 1,015.97 1.63 8.15 Hypothetical 5% Return 1,000.00 1,017.75 1.42 7.10
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class C Old Mutual Copper Rock Emerging Growth Fund - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,029.70 2.38 11.98 Actual Fund Return 1,000.00 1,037.70 1.22 6.16
Hypothetical 5% Return 1,000.00 1,012.99 2.38 11.88 Hypothetical 5% Return 1,000.00 1,018.74 1.22 6.11
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class Z Old Mutual International Equity Fund - Class A
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,034.10 1.38 6.96 Actual Fund Return 1,000.00 1,002.50 1.52 7.55
Hypothetical 5% Return 1,000.00 1,017.95 1.38 6.90 Hypothetical 5% Return 1,000.00 1,017.26 1.52 7.60
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Institutional Class Old Mutual International Equity Fund - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,034.00 1.33 6.71 Actual Fund Return 1,000.00 1,003.80 1.27 6.31
Hypothetical 5% Return 1,000.00 1,018.20 1.33 6.66 Hypothetical 5% Return 1,000.00 1,018.50 1.27 6.36
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Class A Old Mutual International Equity Fund - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,034.90 1.67 8.43 Actual Fund Return 1,000.00 1,005.00 1.02 5.07
Hypothetical 5% Return 1,000.00 1,016.51 1.67 8.35 Hypothetical 5% Return 1,000.00 1,019.74 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).
53
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2010 (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 Other Directorships
Position(s) Held and Length of Principal Occupation(s) Complex Overseen Held by Trustee
Name and Age with the Trust Time Served During Past Five Years by Trustee During Past Five Years
_________________________________________________________________________________________________________________________________________________________________________________
L. Kent Moore Chairman of Since 2004 Managing Member, Eagle River 22 TS&W/Claymore Tax-Advantaged
(Age: 54) the Board and Ventures, LLC (investments) since Balanced Fund, Old Mutual/
Trustee 2003. Chairman, Foothills Energy Claymore Long Short Fund,
Ventures, LLC, since 2006. Partner, Old Mutual Funds II.
WillSource Enterprise, LLC (oil and
gas exploration and production),
2005 to 2006. 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, 22 ING Clarion Global Real Estate
(Age: 65) The Triumph Group, Inc. Income Fund, Old Mutual Funds II.
(manufacturing), 1992 - 2007.
_________________________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. President and Chief 22 TS&W/Claymore Tax-Advantaged
(Age: 68) Investment Officer, TRW Investment Balanced Fund, Old Mutual/
Management Company (investment Claymore Long-Short Fund, Old
management), 1984 - 2003. Mutual Funds II.
_________________________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, ING Clarion 22 ING Clarion Global Real Estate
(Age: 67) Real Estate Securities (investment Income Fund, ING Clarion, Old
management), since 1998. Mutual Funds II.
_________________________________________________________________________________________________________________________________________________________________________________
INTERESTED TRUSTEE AND ADVISORY TRUSTEE
_________________________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Term of Office* Fund Complex Other Directorships
Position(s) Held and Length of Principal Occupation(s) Overseen Held by Trustee
Name and Age with the Trust Time Served During Past Five Years by Trustee During Past Five Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters** Interested Since 2006 Chief Executive Officer, since 2008, 7 Old Mutual Capital, Inc., Old Mutual
(Age: 50) Trustee, President, since 2006, and Chief Investment Partners, Old Mutual
President, Operating Officer (2006 - 2008), Fund Services.
and Principal Old Mutual Capital, Inc. President
Executive Officer and Chief Executive Officer, Scudder
family of funds, 2004 - 2005).
_________________________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.*** Advisory Trustee Since 2006 Chairman - Southeast, Goldman 22 Total Systems Services, Inc., Equifax,
(Age: 65) Sachs & Co., since 2006. Chairman, Inc., Old Mutual Funds II.
King & Spalding 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 is considered to be an "interested person" of the Trust, as that term is defined in the 1940 Act, due to his
employment at Goldman Sachs & Co. and the possibility that the Trust may execute trades with Goldman Sachs & Co. acting as
principal. As an Advisory Trustee, Mr. Driver has no voting rights.
54
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 Held and Length of Principal Occupation(s)
Name and Age* with the Trust Time Served** During Past 5 Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters President and Principal Since 2006 Chief Executive Officer, since 2008, President, since 2006, and Chief Operating Officer,
(Age: 50) Executive Officer October 2006 - June 2008, Old Mutual Capital, Inc. President, Chief Financial Officer
and Treasurer, Old Mutual Fund Services, since 2006. President, since 2008, Old Mutual
Investment Partners. President and Chief Executive Officer, Scudder family of funds,
2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Principal Since 2006 Vice President, since 2007, Old Mutual Capital, Inc. and Vice President, since 2006, Old
(Age: 41) Financial Officer Mutual Fund Services. Vice President of Portfolio Accounting, Founders Asset Management
LLC, 2000 - 2006.
_________________________________________________________________________________________________________________________________________________________________________________
Andra C. Ozols Vice President and Since 2005 Chief Administrative Officer, since 2009, Senior Vice President, Secretary, and General
(Age: 49) Secretary Counsel, since 2005, Old Mutual Capital, Inc. and Old Mutual Investment Partners. Senior
Vice President, Secretary, and General Counsel, since 2005, Old Mutual Fund Services.
Executive Vice President, 2004 - 2005, General Counsel and Secretary, 2002 - 2005, and
Vice President, 2002 - 2004, ICON Advisors, Inc. Director of ICON Management & Research
Corporation, 2003 - 2005. Executive Vice President, 2004 - 2005, General Counsel and
Secretary, 2002 - 2005, and Vice President, 2002 - 2004, ICON Distributors, Inc. Executive
Vice President and Secretary, ICON Insurance Agency, Inc., 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Vice President, Chief Vice President and Chief Vice President and Chief Compliance Officer, since 2010, Regulatory Reporting Manager,
(Age: 33) Compliance Officer and Compliance Officer since since 2006, and Assistant Vice President, 2009 - 2010, Old Mutual Fund Services. Chief
Assistant Treasurer 2010; Assistant Treasurer Compliance Officer and Vice President, since 2010, Old Mutual Capital, Inc. Manager, 2004
since 2006 - 2006, PricewaterhouseCoopers LLP.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Vice President and Vice President since 2010, Vice President and Associate General Counsel, since 2009, and Associate Counsel,
(Age: 36) Assistant Secretary Assistant Secretary since 2005 - 2009, Old Mutual Capital, Inc. Associate Attorney, Hall & Evans, LLC, 2004 - 2005.
2007
_________________________________________________________________________________________________________________________________________________________________________________
55
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (Unaudited)
Background
The Board of Trustees of ("Board" or "Trustees") of Old Mutual Funds I (the "Trust") is required to annually approve the renewal of
the Trust's advisory agreements. During the contract renewal meetings held on May 18, 2010 and June 25, 2010, the Board as a whole,
and the disinterested or "Independent" Trustees voting separately, unanimously approved the continuance of the investment advisory
agreement (the "Advisory Agreement") for each series portfolio of the Trust (each a "Fund" and together, the "Funds") with Old
Mutual Capital, Inc. ("OMCAP" or "Adviser"). The Trustees, including all of the Independent Trustees voting separately, also
unanimously approved the continuance of the sub-advisory agreements (each a "Sub-Advisory Agreement" and, together with the Advisory
Agreement, the "Agreements") with the Funds' sub-advisers: Acadian Asset Management, LLC ("Acadian"); Analytic Investors, LLC;
Copper Rock Capital Partners, LLC ("Copper Rock"); and Ibbotson Associates Advisors, LLC ("Ibbotson") (each a "Sub-Adviser" and
together, the "Sub-Advisers"). The Agreements were approved for a one year period ending July 31, 2011. In doing so, the Board
determined, in exercise of their business judgment, that the overall advisory arrangements with each Fund were in the best interests
of each Fund and its shareholders and that the compensation to the Adviser and Sub-Advisers is fair and reasonable.
The Board's Evaluation Process
The Board met throughout the year to review the performance of the Funds, including comparative performance information and periodic
asset flow data. Over the course of the year, the Board met with portfolio managers for the Funds and other members of management to
review the performance, investment objective(s), policies, trading, strategies and techniques used in managing each Fund. The
Trustees also received and reviewed a considerable amount of information and analysis from Old Mutual Capital in response to
requests of the Independent Trustees and their independent legal counsel. In the course of its deliberations, the Board evaluated,
among other things, the qualifications of the investment personnel at OMCAP and each of the Sub-Advisers; the compliance programs of
OMCAP and the Sub-Advisers; brokerage practices, including the extent the Sub-Advisers obtained research through "soft dollar"
arrangements with the Funds' brokerage; and the financial and non-financial resources available to provide services required under
the Agreements.
In addition to meeting throughout the year, at its designated contracts renewals meetings, the Board conducted an in-depth review of
the performance, advisory fees, total expense ratios, OMCAP's contractual agreement to limit the Funds' expenses, and other matters
related to the Funds. The Board also received a report on comparative mutual fund performance, advisory fees, and expense levels for
each Fund (the "Peer Reports") prepared by Lipper, Inc. ("Lipper"), an independent mutual fund statistical service. Throughout their
consideration of the Agreements, the Independent Trustees were advised by their independent legal counsel.
During the annual contract renewal process, the Board considered the information provided to them, including information provided at
their meetings throughout the year as part of their ongoing oversight of the Funds, and did not identify any one particular factor
that was controlling. The material factors and conclusions that formed the basis for the Trustees' approval of the continuation of
the Agreements are discussed below.
Nature and Extent of Services. The Board reviewed the nature, extent and quality of services provided by OMCAP and the Sub-Advisers,
taking into account the investment objective and strategy of each Fund, the knowledge the Trustees gained from their regular
meetings with management, and their ongoing review of information related to the Funds. In addition, the Board reviewed the
resources and key personnel of OMCAP and each Sub-Adviser, with particular emphasis placed on employees providing investment
management services to the Funds. The Board also considered the other services provided to the Funds by OMCAP, its affiliates, and
the Sub-Advisers, such as managing the execution of portfolio transactions and the selection of broker/dealers for those
transactions; monitoring adherence to the Funds' investment restrictions; producing shareholder reports; providing support services
for the Trustees; communicating with shareholders; and overseeing the activities of other service providers, including monitoring
compliance with various policies and procedures of the Funds and with applicable securities laws and regulations. The Board also
considered the steps that OMCAP and its affiliates continue to take to improve the quality and efficiency of the services they
provide to the Funds in the areas of investment performance, fund operations, shareholder services and compliance.
Advisory Fees. The Board reviewed the Funds' advisory fees compared to funds in each Fund's expense group as determined by Lipper.
The Board also compared each Fund's net effective management fee, which is the net fee after waivers and reimbursements by the
Adviser pursuant to the contractual expense limitation arrangements. The Board noted that OMCAP has contractually agreed to limit
expenses of the Funds through at least December 31, 2011 in an amount necessary to limit total annual operating expenses to a
specified percentage of average daily net assets for each class of shares of the Funds. 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, with the Board noting that during the previous year, the Adviser has not realized a profit on any of the Funds. It
was noted that one Fund was marginally profitable at an enterprise level, taking into account the sub-advisory fees received by an
affiliated sub-adviser. The Board also reviewed advisory fee levels compared to other similar investment accounts managed by the
Adviser and Sub-Advisers. Further, the Board considered the new management fee reduction for the Old Mutual Analytic Fund. The Board
also considered that five of the seven Funds had advisory fee breakpoints based on certain asset level thresholds and the Trustees
considered these breakpoints an acceptable framework of expense savings to pass on to shareholders resulting from economies of
scale. The Board also considered that given the lack of profitability of each of the Funds, it was not appropriate to consider
additional breakpoints for the Funds.
56
Profitability and Financial Resources. The Board reviewed information from OMCAP concerning the costs of the advisory and other
services that OMCAP provides to the Funds and the profitability of OMCAP in providing these services. The Board also reviewed
information concerning the financial condition of OMCAP and its affiliates. The Board considered the overall financial condition of
Old Mutual U.S. Holdings, OMCAP's parent company, as well as the financial condition of Old Mutual plc, the ultimate parent of OMCAP
and its affiliates. The Board noted that OMCAP continues to operate at a net loss although its financial condition has improved as a
result of the fund rationalization and corporate restructuring that had taken place the previous year. The Board considered whether
OMCAP is financially sound and has the resources necessary to perform obligations under the Advisory Agreement, and concluded that
OMCAP, with the backing of its parent company, has the financial resources necessary to fulfill these obligations. The Board also
considered whether each Sub-Adviser is financially sound and has the resources necessary to perform its obligations under the
sub-advisory contracts, and concluded that each Sub-Adviser has the financial resources necessary to fulfill these obligations.
Collateral Benefits to OMCAP and its Affiliates. The Board considered various other benefits received by OMCAP and its affiliates
resulting from the relationship with the Funds, including increased visibility in the investment community and the fees received by
OMCAP and its affiliates for their provision of administrative and distribution services to the Funds. The Board considered the
performance of OMCAP and its affiliates in providing these services and the organizational structure employed to provide these
services. The Board weighed the benefits to affiliates of OMCAP, namely the Trust's relationship with its distributor, Old Mutual
Investment Partners, which, although not profitable, created further visibility for OMCAP and its parent company. The Board also
considered that these services are provided to the Funds pursuant to written contracts that are reviewed and approved on an annual
basis by the Board. The Board also considered that OMCAP retains a small portion of the sales charge on Class A shares.
The Board considered the benefits realized by the Sub-Advisers as a result of portfolio brokerage transactions executed through
"soft dollar" arrangements. The Board noted that soft dollar arrangements shift the payment obligation for research and execution
services from the Sub-Advisers to the Funds and therefore may reduce the Sub-Advisers' expenses. The Board also considered that the
soft dollar benefits may enhance the ability of the Adviser or the Sub-Advisers to obtain research and brokerage services, which may
inure to the benefit of other clients.
Approval of Agreements
Discussed below in more detail is the Board's consideration of the Funds' contractual and net advisory fees as well as a discussion
of the investment performance of each Fund.
Analytic Fund. In connection with the approval of the renewal of the Agreements related to the Old Mutual Analytic Fund ("Analytic
Fund"), the Trustees considered the fact that while the contractual advisory fee ranked four out of the seven funds in the expense
group, the actual net advisory fee for the Analytic Fund ranked the Fund second out of seven funds, while the Analytic Fund's total
expenses ranked fifth out of seven funds. The Board also considered the Adviser's voluntary ten basis point advisory fee reduction,
effective August 1, 2010. The Trustees considered the fact that the total return performance for the Analytic Fund for the one-year
period ended March 31, 2010 ranked four out of seven funds, an improvement over the performance ranking for the two, three and four
year periods, where the Analytic Fund ranked six out of seven funds for the two-year period, four out of four funds for the three-
and four-year periods and three out of three funds for the since inception period. In light of the Analytic Fund's performance over
various time periods, the Board considered various alternatives, including, among other things, revising the Analytic Fund's
investment strategies; seeking a new sub-adviser, reorganization of the Fund into another fund and liquidation of the Analytic Fund.
The Board considered the Adviser's proposal to modify the Analytic Fund's investment strategies to eliminate the portion of the
strategies that the Adviser believed was most responsible for the Analytic Fund's underperformance and leverage the sub-adviser's
demonstrated investment strengths in the modified strategy. The Board noted that the disclosure regarding the Analytic Fund's
investment strategies would be revised accordingly.
Emerging Growth Fund. In connection with the approval of the renewal of the Agreements related to the Old Mutual Copper Rock
Emerging Growth Fund ("Emerging Growth Fund"), the Trustees considered the fact that the contractual advisory fee ranked six out of
the eleven funds in the expense group, and the actual net advisory fee for the Emerging Growth Fund ranked the Fund five out of a
peer group of eleven funds, while the Emerging Growth Fund's total expenses ranked nine out of eleven funds. The Trustees considered
the fact that while the total return performance for the Emerging Growth Fund for the one-year period ended March 31, 2010 ranked at
the bottom of its performance group, the Emerging Growth Fund's longer term performance record was slightly better, with the
Emerging Growth Fund ranking six out of eight funds for the two-year, three-year, and four-year periods, and five out of eight funds
for the since inception period. It was noted that the Emerging Growth Fund's performance for the one year period was due to an
underweight position to micro caps and a rally in junk stocks, which the Fund did not own. The Board also noted the steps the
Adviser and Sub-Adviser were taking to try to address the performance.
57
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS - concluded (Unaudited)
International Equity Fund. In connection with the approval of the renewal of the Agreements related to the Old Mutual International
Equity Fund ("International Equity Fund"), the Trustees considered the fact that while the contractual advisory fee ranked six out
of the eight funds in the expense group, the actual net advisory fee for the International Equity Fund ranked the Fund three out of
a peer group of eight funds, while the International Equity Fund's total expenses ranked three out of eight funds. The Trustees
considered the fact that while the total return performance for the International Equity Fund for the various periods ended March
31, 2010 ranked at the bottom of its performance group, the Adviser and Sub-Adviser were taking steps to try to address the
performance. The Board also noted that the Fund was classified as International Multi-Cap Growth, a category that tends to include
funds with relatively high emerging markets exposure. The International Equity Fund had no exposure to this outperforming sector. It
was also noted that the Adviser was working with Lipper to attempt to get the Fund reclassified as International Large Cap.
Board Approvals
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 and its shareholders. 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 to other funds with similar investment
strategies, and is therefore reasonable, considering the services provided by the Adviser;
o that the level of fees to be charged by the Sub-Advisers to the Funds compared to the fees charged by the Sub-Advisers to
other advised accounts taking into consideration certain differences of the various accounts , as well as to fees charged by
other investment advisers to other funds with similar investment strategies, is reasonable, considering the services provided
by the Sub-Advisers;
o that each Fund's performance was generally competitive with that of its performance peer group or steps had been or would be
taken to improve relative performance;
o with respect to the Analytic Fund, that the proposed changes to the Analytic Fund's investment strategies, coupled with the
reduction in fees, reasonably addressed the Board's immediate concerns;
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 waive 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 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; and
o that the Adviser and Sub-Advisers appear to have overall high quality in terms of their personnel, operations, investment
management capabilities, and methodologies.
58
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-10-070 9/2010
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.
