Julian F. Sluyters
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2011
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 2
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) 3
Old Mutual Asset Allocation Balanced Portfolio
Class A (OMABX), Class C (OMBCX), Class Z (OMBZX), Institutional Class (OMBLX) 7
Old Mutual Asset Allocation Moderate Growth Portfolio
Class A (OMMAX), Class C (OMMCX), Class Z (OMMZX), Institutional Class (OMMIX) 11
Old Mutual Asset Allocation Growth Portfolio
Class A (OMGAX), Class C (OMCGX), Class Z (OMGZX), Institutional Class (OMGIX) 15
Statements of Assets and Liabilities 20
Statements of Operations 21
Statements of Changes in Net Assets 22
Financial Highlights 23
Notes to Financial Statements 26
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 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.
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, 2011, 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, 2011 are included in each Fund's Schedule of Investments. There is no
assurance that the securities purchased will remain in a Fund or that securities sold have not been repurchased.
There are risks associated with mutual fund investing, including the risk of loss of principal. There is no assurance that the
investment process will consistently lead to successful results. An investment in a Fund is not a bank deposit. It is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
COMPARATIVE INDEXES
____________________________________________________________________________________________________________________________________
The comparative indexes discussed in this report are meant to provide a basis for judging the Funds' performance against specific
benchmarks. Each index shown accounts for both changes in security price and reinvestment of dividends and distributions, but does
not reflect the cost of managing a mutual fund. The Funds may significantly differ in holdings and composition from an index.
Individuals cannot invest directly in an index.
Indexes:
Barclays Capital U.S. Aggregate Index
The unmanaged Barclays Capital U.S. Aggregate Index is a widely recognized measure of the aggregate bond market. The index is market
value-weighted inclusive of accrued interest.
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.
1
MESSAGE TO SHAREHOLDERS
Dear Shareholder:
A little over a year ago, correlations spiked significantly, making stock picking quite difficult in the short term. It wasn't until
September of 2010 that stock picking was rewarded again. A year later, the markets continue to face short-term volatility. Some
speculate it is partially caused by the massive amount of news flooding the multi-faceted media at the rapid pace to which we are
now accustomed.
During the course of the past twelve months, there have been few economic bright spots; however, investors have continued to
oscillate between optimism and pessimism. Political turmoil in the Middle East, debt concerns in the Eurozone, an earthquake and
tsunami in Japan, and political gridlock in the U.S. over the debt ceiling have all contributed to volatility and fluctuations in
global markets. Despite all of these uncertainties, caution has prevailed and investors now appear more focused on stock
fundamentals and are favoring higher quality companies with better earnings profiles, as opposed to the riskier assets that
attracted investors during several periods over the last two years.
As we head into the last half of the year, the markets may well remain jittery and we will likely experience more volatility, but
Old Mutual Capital and the sub-adviser to your Funds will closely monitor and evaluate the economic environment to best manage the
money with which you have entrusted us. 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
2
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the
"Fund") returned 8.81% at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S. Aggregate
Index returned 4.44%. Performance for all share classes can be found on page 5.
Q. What investment environment did the Fund face during the past year?
A. The fiscal year began with nine consecutive months of robust equity performance, followed by a three-month pullback. Growth
was fueled by strong corporate earnings, modest gains in gross domestic product and investors' continued appetite for risk.
Uncertainty surrounding the sustainability of the economic recovery, coupled with sovereign debt concerns in the Eurozone and
the U.S., dragged equity markets downward at the end of the period.
Despite the slowdown, stock returns were strong across all regions and capitalizations over the period. Small-capitalization
equities outperformed larger companies, as the Russell 2000 Index returned 23.92% versus 19.65% for the S&P 500. Real estate
investment trusts (REITs) returned 25.57%, as measured by the U.S. Wilshire Real Estate Securities Index, and continued to
outperform the broad U.S. equity market, and growth continued to outperform value considerably. U.S. equities outpaced both
non-U.S. developed equities and emerging markets as the MSCI EAFE and MSCI Emerging Markets Indexes returned 17.17% and 17.45%,
respectively. Generally, all major bond indexes were positive for the year, with high-yield bonds leading the way. Credit bonds
outperformed government bonds and long-term bonds outpaced short-term bonds, as yields lowered over the period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund uses eight equity managers that have exposure to eight asset classes. All eight asset classes had above-average
returns for the fiscal year. As U.S. small- and mid-capitalization equities outperformed U.S. large-capitalization equities and
non-U.S. equities, the Fund's exposure to these asset classes was a benefit to performance for the period. The Fund's
underlying portfolio manager performance was mixed. The international and mid-capitalization equity managers beat the blended
benchmarks that were set for them, and the large-capitalization managers, in aggregate, underperformed for the period.
On the fixed-income side, the Fund's 6% long-term allocation to high-yield securities contributed to relative performance, as
that asset class did well, and the Fund's high yield strategy provided another boost as the Old Mutual Dwight High Yield Fund
beat its index. The Fund's considerable exposure to short-term bonds was a slight drag on performance as longer duration bonds
outperformed bonds with shorter duration. The Fund's investment-grade bond managers performed in-line with their benchmarks.
From July through December 2010, the Fund carried a slight underweight to equities. Ibbotson Associates Advisors, LLC
("Ibbotson"), the Fund's sub-adviser, was concerned about high unemployment, housing prices, and the prospect of higher taxes.
This underweight reduced volatility in the Fund, but was a drag on performance. As corporate balance sheets improved, the
equity underweight was removed in December 2010.
Performance Highlights
o For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio returned
8.81% at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S. Aggregate Index returned
4.44%.
o The international and mid-capitalization equity managers beat the blended benchmarks that were set for them, and the
large-capitalization managers, in aggregate, underperformed. The Fund's allocation to high-yield securities contributed to
relative performance.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual International Equity Fund and Old Mutual Large Cap Growth Fund were the
largest contributors to overall performance.
o Old Mutual Analytic U.S. Long/Short Fund, Old Mutual Dwight Short Term Fixed Income Fund and Old Mutual TS&W Small Cap Value
Fund contributed the least to overall performance.
Asset Allocation Conservative Portfolio
3
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2011
Old Mutual Barrow Hanley
Core Bond Fund 36.0%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 14.2%
___________________________________________________________________________________
Old Mutual Dwight Short
Term Fixed Income Fund 14.1%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap
Value Fund 6.5%
___________________________________________________________________________________
Old Mutual Dwight
High Yield Fund 6.2%
___________________________________________________________________________________
Old Mutual International
Equity Fund 6.0%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 5.5%
___________________________________________________________________________________
Old Mutual Focused Fund 3.5%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 3.1%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 2.5%
___________________________________________________________________________________
As a % of Total
Fund Investments 97.6%
___________________________________________________________________________________
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual
International Equity Fund and Old Mutual Large Cap Growth Fund were the largest contributors to overall performance. Old Mutual
Analytic U.S. Long/Short Fund, Old Mutual Dwight Short Term Fixed Income Fund and Old Mutual TS&W Small Cap Value Fund
contributed the least to overall performance.
Q. What is the investment outlook?
A. The second quarter of 2011 saw a deceleration in the rate of expansion of global economic activity, following moderate growth
in the first quarter. Data through the end of June 2011 does not clarify whether the global economy (1) is approaching the tail
end of a temporary slump, like the previous summer, (2) has reached an enduring phase of low growth, or (3) is making a gradual
transition toward an economic contraction. Ibbotson believes the third scenario is the least likely, given the historical
characterization of economic contractions and the latest readings of leading economic indicators.
Going forward, Ibbotson believes that long-term sovereign yields will increase in the U.S. and Germany, and credit spreads
will continue grinding down. Uncertainty about the economic outlook appears to be unusually high. Considering the level of oil
prices, the risk of sovereign defaults in Europe, peaking net profit margins, the poor fiscal situation of many developed
countries, highly leveraged households and businesses in the U.S., and the prospects of low economic growth across most
advanced economies, Ibbotson expects markets to remain jittery and experience higher volatility in the foreseeable future.
Asset Allocation Conservative Portfolio
4
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 2.58% 4.29% 4.57%
Class A without load 09/30/04 8.81% 5.54% 5.48%
Class C with load 09/30/04 6.93% 4.74% 4.69%
Class C without load 09/30/04 7.93% 4.74% 4.69%
Class Z 12/09/05 8.97% 5.78% 5.59%
Institutional Class 09/30/04 9.06% 5.80% 5.74%
S&P Composite 1500 09/30/04 20.35% 2.80% 4.74%
Barclays Capital U.S. Aggregate Index 09/30/04 4.44% 6.57% 5.38%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00% if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00% if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and total annual operating expenses after fee waivers and/or expense reimbursement 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 23, 2010) are 1.68% and
1.35%; 2.39% and 2.10%; 2.39% and 1.10%; and 1.30% and 1.10%, 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 | |
| 7/31/11 | 13,571 | 13,679 | 14,646 | 13,725 | 14,304 | |
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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 64.4 | % | |
| Value-Mid Cap | 6.5 | % | |
| Corporate/Preferred-High Yield | 6.2 | % | |
| International Equity | 6.0 | % | |
| Value | 5.5 | % | |
| Growth & Income-Large Cap | 3.4 | % | |
| Growth-Large Cap | 3.1 | % | |
| Growth | 2.4 | % | |
| Market Neutral-Equity | 1.8 | % | |
| Cash Equivalents | 0.6 | % | |
| Value-Small Cap | 0.1 | % | |
5
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.5% Money Market Fund - 0.6%
Corporate/Preferred-High Yield - 6.2% Old Mutual Cash Reserves Fund,
Old Mutual Dwight High Yield Fund 236,055 $ 2,420 Institutional Class, 0.00% (A) 222,734 $ 223
______________ ______________
Total Corporate/Preferred-High Yield 2,420 Total Money Market Fund 223
_____________________________________________________________________ ______________
Government/Corporate - 64.7% Total Affiliated Mutual Funds (Cost $35,074) 39,179
Old Mutual Barrow Hanley _____________________________________________________________________
Core Bond Fund 1,322,420 14,097
Old Mutual Dwight Intermediate Total Investments - 100.5% (Cost $35,074) 39,179
Fixed Income Fund 553,277 5,583 _____________________________________________________________________
Old Mutual Dwight Short Term
Fixed Income Fund 549,747 5,541 Other Assets and Liabilities, Net - (0.5)% (212)
______________ _____________________________________________________________________
Total Government/Corporate 25,221 Total Net Assets - 100.0% $ 38,967
_____________________________________________________________________ _____________________________________________________________________
Growth - 2.5% For descriptions of abbreviations and footnotes, please refer to
Old Mutual Copper Rock Emerging page 19.
Growth Fund* 76,936 961
______________ Other Information:
Total Growth 961 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 & Income-Large Cap - 3.5%
Old Mutual Focused Fund 61,744 1,358 Level 1 - quoted prices in active markets for identical securities
______________
Level 2 - other significant observable inputs (including quoted
Total Growth & Income-Large Cap 1,358 prices for similar securities, interest rates, prepayment
_____________________________________________________________________ speeds, credit risk, etc.)
Growth-Large Cap - 3.1% Level 3 - significant unobservable inputs (including the Fund's own
Old Mutual Large Cap Growth Fund 63,604 1,216 assumption in determining the fair value of investments)
______________
The inputs or methodology used for valuing securities are not
Total Growth-Large Cap 1,216 necessarily an indication of the risk associated with investing in
_____________________________________________________________________ those securities. A summary of the inputs used as of July 31, 2011
in valuing the Fund's net assets were as follows (000):
International Equity - 6.0%
Old Mutual International Equity Fund 248,760 2,353 Description Level 1 Level 2 Level 3 Total
______________ _____________________________________________________________________
Total International Equity 2,353 Investments
_____________________________________________________________________ Affiliated Mutual Funds $39,179 $- $- $39,179
_____________________________________________________________________
Market Neutral-Equity - 1.8%
Old Mutual Analytic U.S. Total Investments $39,179 $- $- $39,179
Long/Short Fund 59,793 707 _____________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further
Total Market Neutral-Equity 707 information.
_____________________________________________________________________
Value - 5.5%
Old Mutual Barrow Hanley Value Fund 333,267 2,146
______________
Total Value 2,146
_____________________________________________________________________
Value-Mid Cap - 6.5%
Old Mutual TS&W Mid-Cap Value Fund 275,304 2,552
______________
Total Value-Mid Cap 2,552
_____________________________________________________________________
Value-Small Cap - 0.1%
Old Mutual TS&W Small Cap Value Fund* 1,154 22
______________
Total Value-Small Cap 22
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
6
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the "Fund")
returned 13.21% at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S. Aggregate Index
returned 4.44%. Performance for all share classes can be found on page 9.
Q. What investment environment did the Fund face during the past year?
A. The fiscal year began with nine consecutive months of robust equity performance, followed by a three-month pullback. Growth was
fueled by strong corporate earnings, modest gains in gross domestic product and investors' continued appetite for risk.
Uncertainty surrounding the sustainability of the economic recovery, coupled with sovereign debt concerns in the Eurozone and
the U.S., dragged equity markets downward at the end of the period.
Despite the slowdown, stock returns were strong across all regions and capitalizations over the period. Small-capitalization
equities outperformed larger companies, as the Russell 2000 Index returned 23.92% versus 19.65% for the S&P 500. Real estate
investment trusts ("REITs") returned 25.57%, as measured by the U.S. Wilshire Real Estate Securities Index, and continued to
outperform the broad U.S. equity market, and growth continued to outperform value considerably. U.S. equities outpaced both
non-U.S. developed equities and emerging markets as the MSCI EAFE and MSCI Emerging Markets Indexes returned 17.17% and 17.45%,
respectively. Generally, all major bond indexes were positive for the year, with high-yield bonds leading the way. Credit bonds
outperformed government bonds and long-term bonds outpaced short-term bonds, as yields lowered over the period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund uses 10 equity managers that have exposure to nine asset classes. All nine asset classes had above-average returns for
the fiscal year. As REITs and U.S. small- and mid-capitalization equities outperformed U.S. large-capitalization equities and
non-U.S. equities, the Fund's exposure to these asset classes was a benefit to the model over the period. The Fund's underlying
portfolio manager performance was mixed. The REIT, international, mid- and small-capitalization equity managers beat the
blended benchmarks that were set for them, and the large-capitalization managers, in aggregate, underperformed for the period.
On the fixed income side, the Fund's 4% long-term allocation to high-yield securities contributed to relative performance, as
that asset class did well, and the Fund's high yield strategy provided another boost as the Old Mutual Dwight High Yield Fund
beat its index. The Fund's considerable exposure to short-term bonds was a drag on performance, as longer duration bonds
outperformed bonds with shorter duration. The Fund's investment-grade bond managers performed in-line with their benchmarks.
From July through December 2010, the Fund carried a slight underweight to equities. Ibbotson Associates Advisors, LLC
("Ibbotson"), the Fund's sub-adviser, was concerned about high unemployment, housing prices, and the prospect of higher taxes.
This underweight reduced volatility in the Fund, but was a drag on performance. As corporate balance sheets improved, the
equity underweight was removed in December 2010. Given the prolonged rally in REIT shares, Ibbotson considers REITs to be
potentially overvalued, based on several metrics, and remains concerned about their performance going forward. As of late June
2011, the Fund carried a slight underweight to REITs, with a slight negative impact on performance for the reporting period.
Performance Highlights
o For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio returned 13.21%
at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S. Aggregate Index returned 4.44%.
o The REIT, international, mid- and small-capitalization equity managers beat the blended benchmarks that were set for them, and
the large-capitalization managers, in aggregate, underperformed for the period.
o Old Mutual International Equity Fund, Old Mutual Large Cap Growth 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 Dwight Intermediate Fixed Income Fund and Old Mutual Copper Rock
International Small Cap Fund were among those that contributed the least to overall performance.
Asset Allocation Balanced Portfolio
7
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2011
Old Mutual Barrow Hanley
Core Bond Fund 22.8%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 11.9%
___________________________________________________________________________________
Old Mutual International
Equity Fund 11.0%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 10.1%
___________________________________________________________________________________
Old Mutual Dwight Short Term
Fixed Income Fund 7.4%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 6.3%
___________________________________________________________________________________
Old Mutual Focused Fund 6.3%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 4.7%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 4.4%
___________________________________________________________________________________
Old Mutual Dwight
High Yield Fund 4.0%
___________________________________________________________________________________
As a % of Total
Fund Investments 88.9%
___________________________________________________________________________________
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual International Equity Fund, Old Mutual
Large Cap Growth Fund and Old Mutual Barrow Hanley Value Fund were among the largest contributors to overall performance for
the fiscal year. Old Mutual Dwight Short Term Fixed Income Fund, Old Mutual Dwight Intermediate Fixed Income Fund and Old
Mutual Copper Rock International Small Cap Fund were among those that contributed the least to overall performance during the
period.
Q. What is the investment outlook?
A. The second quarter of 2011 saw a deceleration in the rate of expansion of global economic activity, following moderate growth
in the first quarter. Data through the end of June 2011 does not clarify whether the global economy (1) is approaching the tail
end of a temporary slump, like the previous summer, (2) has reached an enduring phase of low growth, or (3) is making a gradual
transition toward an economic contraction. Ibbotson believes the third scenario is the least likely, given the historical
characterization of economic contractions and the latest readings of leading economic indicators.
Going forward, Ibbotson believes that long-term sovereign yields will increase in the U.S. and Germany, and credit spreads will
continue grinding down. Uncertainty about the economic outlook appears to be unusually high. Considering the level of oil
prices, the risk of sovereign defaults in Europe, peaking net profit margins, the poor fiscal situation of many developed
countries, highly leveraged households and businesses in the U.S., and the prospects of low economic growth across most
advanced economies, Ibbotson expects markets to remain jittery and experience higher volatility in the foreseeable future.
Asset Allocation Balanced Portfolio
8
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 6.70% 3.19% 4.74%
Class A without load 09/30/04 13.21% 4.43% 5.65%
Class C with load 09/30/04 11.41% 3.65% 4.89%
Class C without load 09/30/04 12.41% 3.65% 4.89%
Class Z 12/09/05 13.49% 4.70% 4.80%
Institutional Class 09/30/04 13.44% 4.67% 5.90%
S&P Composite 1500 09/30/04 20.35% 2.80% 4.74%
Barclays Capital U.S. Aggregate Index 09/30/04 �� 4.44% 6.57% 5.38%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00% if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00% if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and total annual operating expenses after fee waivers and/or expense reimbursement 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 23, 2010) are 1.78% and
1.49%; 2.47% and 2.24%; 3.13% and 1.24%; and 3.14% and 1.24%, 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 | |
| 7/31/11 | 13,719 | 13,857 | 14,792 | 13,725 | 14,304 | |
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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 36.6 | % | |
| Value | 11.9 | % | |
| International Equity | 11.0 | % | |
| Value-Mid Cap | 10.1 | % | |
| Growth & Income-Large Cap | 6.3 | % | |
| Value-Small Cap | 4.8 | % | |
| Growth-Large Cap | 4.4 | % | |
| Corporate/Preferred-High Yield | 4.0 | % | |
| Market Neutral-Equity | 3.3 | % | |
| Growth | 3.2 | % | |
| Growth & Income-Small Cap | 2.0 | % | |
| Sector Fund-Real Estate | 1.8 | % | |
| Cash Equivalents | 0.6 | % | |
9
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.0% Value-Mid Cap - 10.1%
Corporate/Preferred-High Yield - 4.0% Old Mutual TS&W
Old Mutual Dwight High Yield Fund 254,610 $ 2,610 Mid-Cap Value Fund 701,958 $ 6,507
______________ ______________
Total Corporate/Preferred-High Yield 2,610 Total Value-Mid Cap 6,507
_____________________________________________________________________ _____________________________________________________________________
Government/Corporate - 36.6% Value-Small Cap - 4.8%
Old Mutual Barrow Hanley Old Mutual TS&W
Core Bond Fund 1,385,234 14,766 Small Cap Value Fund* 161,991 3,068
Old Mutual Dwight Intermediate ______________
Fixed Income Fund 406,405 4,101
Old Mutual Dwight Short Term Total Value-Small Cap 3,068
Fixed Income Fund 475,775 4,796 _____________________________________________________________________
______________
Money Market Fund - 0.6%
Total Government/Corporate 23,663 Old Mutual Cash Reserves Fund,
_____________________________________________________________________ Institutional Class, 0.00% (A) 391,629 392
______________
Growth - 3.2%
Old Mutual Copper Rock Emerging Total Money Market Fund 392
Growth Fund* 164,058 2,050 ______________
______________
Total Affiliated Mutual Funds (Cost $57,203) 64,626
Total Growth 2,050 _____________________________________________________________________
_____________________________________________________________________
Total Investments - 100.0% (Cost $57,203) 64,626
Growth & Income-Large Cap - 6.3% _____________________________________________________________________
Old Mutual Focused Fund 185,745 4,086
______________ Other Assets and Liabilities, Net - 0.0% 29
_____________________________________________________________________
Total Growth & Income-Large Cap 4,086
_____________________________________________________________________ Total Net Assets - 100.0% $ 64,655
�� _____________________________________________________________________
Growth & Income-Small Cap - 2.0%
Old Mutual Copper Rock International For descriptions of abbreviations and footnotes, please refer to
Small Cap Fund 107,724 1,303 page 19.
______________
Other Information:
Total Growth & Income-Small Cap 1,303
_____________________________________________________________________ The Fund utilizes various inputs in determining the value of its
investments as of the reporting period end. These inputs are
Growth-Large Cap - 4.4% summarized in three broad levels as follows:
Old Mutual Large Cap Growth Fund 148,223 2,832
______________ Level 1 - quoted prices in active markets for identical securities
Total Growth-Large Cap 2,832 Level 2 - other significant observable inputs (including quoted
_____________________________________________________________________ prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.)
International Equity - 11.0%
Old Mutual International Equity Fund 753,974 7,133 Level 3 - significant unobservable inputs (including the Fund's own
______________ assumption in determining the fair value of investments)
Total International Equity 7,133 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, 2011 in
Market Neutral-Equity - 3.3% valuing the Fund's net assets were as follows (000):
Old Mutual Analytic U.S.
Long/Short Fund 181,910 2,152 Description Level 1 Level 2 Level 3 Total
______________ _____________________________________________________________________
Total Market Neutral-Equity 2,152 Investments
_____________________________________________________________________ Affiliated Mutual Funds $64,626 $- $- $64,626
_____________________________________________________________________
Sector Fund-Real Estate - 1.8%
Old Mutual Heitman REIT Fund 125,203 1,137 Total Investments $64,626 $- $- $64,626
______________ _____________________________________________________________________
Total Sector Fund-Real Estate 1,137 Refer to the "Security Valuation" section of Note 2 for further
_____________________________________________________________________ information.
Value - 11.9%
Old Mutual Barrow Hanley Value Fund 1,194,611 7,693
______________
Total Value 7,693
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
10
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio (the
"Fund") returned 16.56% at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S.
Aggregate Index returned 4.44%. Performance for all share classes can be found on page 13.
Q. What investment environment did the Fund face during the past year?
A. The fiscal year began with nine consecutive months of robust equity performance, followed by a three-month pullback. Growth was
fueled by strong corporate earnings, modest gains in gross domestic product and investors' continued appetite for risk.
Uncertainty surrounding the sustainability of the economic recovery, coupled with sovereign debt concerns in the Eurozone and
the U.S., dragged equity markets downward at the end of the period.
Despite the slowdown, stock returns were strong across all regions and capitalizations over the period. Small-capitalization
equities outperformed larger companies, as the Russell 2000 Index returned 23.92% versus 19.65% for the S&P 500. Real estate
investment trusts (REITs) returned 25.57%, as measured by the U.S. Wilshire Real Estate Securities Index, and continued to
outperform the broad U.S. equity market, and growth continued to outperform value considerably. U.S. equities outpaced both
non-U.S. developed equities and emerging markets as the MSCI EAFE and MSCI Emerging Markets Indexes returned 17.17% and 17.45%,
respectively. Generally, all major bond indexes were positive for the year, with high-yield bonds leading the way. Credit bonds
outperformed government bonds and long-term bonds outpaced short-term bonds, as yields lowered over the period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund uses 10 equity managers that have exposure to nine asset classes. All nine asset classes had above-average returns for
the fiscal year. As REITs and U.S. small- and mid-capitalization equities outperformed U.S. large-capitalization equities and
non-U.S. equities, the Fund's exposure to these asset classes was a benefit to the model over the period. The Fund's underlying
portfolio manager performance was mixed. The REIT, international, mid- and small-capitalization equity managers beat the
blended benchmarks that were set for them, and the large-capitalization managers, in aggregate, underperformed for the period.
From July through December 2010, the Fund carried a slight underweight to equities. Ibbotson Associates Advisors, LLC
("Ibbotson"), the Fund's sub-adviser, was concerned about high unemployment, housing prices, and the prospect of higher taxes.
This underweight reduced volatility in the Fund, but was a drag on performance. As corporate balance sheets improved, the
equity underweight was removed in December 2010. Given the prolonged rally in REIT shares, Ibbotson considers REITs to be
potentially overvalued, based on several metrics, and remains concerned about their performance going forward. As of late June
2011, the Fund carried a slight underweight to REITs, with a slight negative impact on performance for the reporting period.
Performance Highlights
o For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio returned
16.56% at net asset value, while the S&P Composite 1500 returned 20.35% and the Barclays Capital U.S. Aggregate Index returned
4.44%.
o The REIT, international, mid- and small-capitalization equity managers beat the blended benchmarks that were set for them, and
the large-capitalization managers, in aggregate, underperformed for the period.
o Old Mutual International Equity Fund, Old Mutual Large Cap Growth Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
largest contributors to overall performance.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual Dwight Intermediate
Fixed Income Fund were among those that contributed the least to overall performance.
Asset Allocation
Moderate Growth Portfolio
11
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2011
Old Mutual Barrow Hanley
Core Bond Fund 17.4%
___________________________________________________________________________________
Old Mutual International
Equity Fund 16.3%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 12.9%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 12.0%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 9.1%
___________________________________________________________________________________
Old Mutual Focused Fund 8.2%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 5.7%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 5.4%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 4.9%
___________________________________________________________________________________
Old Mutual Copper Rock
International Small Cap Fund 3.4%
___________________________________________________________________________________
As a % of Total
Fund Investments 95.3%
___________________________________________________________________________________
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying equity
and fixed income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual International Equity Fund, Old Mutual
Large Cap Growth Fund and Old Mutual TS&W Mid-Cap Value Fund were among the largest contributors to overall performance for the
fiscal year. Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual Dwight
Intermediate Fixed Income Fund were among those that contributed the least to overall performance during the period.
Q. What is the investment outlook?
A. The second quarter of 2011 saw a deceleration in the rate of expansion of global economic activity, following moderate growth
in the first quarter. Data through the end of June 2011 does not clarify whether the global economy (1) is approaching the tail
end of a temporary slump, like the previous summer, (2) has reached an enduring phase of low growth, or (3) is making a gradual
transition toward an economic contraction. Ibbotson believes the third scenario is the least likely, given the historical
characterization of economic contractions and the latest readings of leading economic indicators.
Going forward, Ibbotson believes long-term sovereign yields will increase in the U.S. and Germany, and credit spreads will
continue grinding down. Uncertainty about the economic outlook appears to be unusually high. Considering the level of oil
prices, the risk of sovereign defaults in Europe, peaking net profit margins, the poor fiscal situation of many developed
countries, highly leveraged households and businesses in the U.S., and the prospects of low economic growth across most
advanced economies, Ibbotson expects markets to remain jittery and experience higher volatility in the foreseeable future.
Asset Allocation
Moderate Growth Portfolio
12
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 9.85% 1.69% 4.19%
Class A without load 09/30/04 16.56% 2.91% 5.10%
Class C with load 09/30/04 14.70% 2.15% 4.33%
Class C without load 09/30/04 15.70% 2.15% 4.33%
Class Z 12/09/05 16.93% 3.20% 3.62%
Institutional Class 09/30/04 16.88% 3.19% 5.39%
S&P Composite 1500 09/30/04 20.35% 2.80% 4.74%
Barclays Capital U.S. Aggregate Index 09/30/04 4.44% 6.57% 5.38%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative indexes can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00% if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00% if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and total annual operating expenses after fee waivers and/or expense reimbursement 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 23, 2010) are 2.01% and
1.50%; 2.67% and 2.25%; 3.52% and 1.25%; and 1.92% and 1.25%, 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 | |
| 7/31/11 | 13,238 | 13,355 | 14,316 | 13,725 | 14,304 | |
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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 19.7 | % | |
| International Equity | 16.3 | % | |
| Value | 13.0 | % | |
| Value-Mid Cap | 12.0 | % | |
| Value-Small Cap | 9.1 | % | |
| Growth & Income-Large Cap | 8.2 | % | |
| Market Neutral-Equity | 5.7 | % | |
| Growth | 5.4 | % | |
| Growth-Large Cap | 4.9 | % | |
| Growth & Income-Small Cap | 3.4 | % | |
| Sector Fund-Real Estate | 1.7 | % | |
| Cash Equivalents | 0.6 | % | |
13
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.3% Value-Small Cap - 9.1%
Government/Corporate - 19.7% Old Mutual TS&W
Old Mutual Barrow Hanley Small Cap Value Fund* 389,967 $ 7,385
Core Bond Fund 1,328,907 $ 14,166 ______________
Old Mutual Dwight Intermediate
Fixed Income Fund 185,520 1,872 Total Value-Small Cap 7,385
______________ _____________________________________________________________________
Total Government/Corporate 16,038 Money Market Fund - 0.6%
_____________________________________________________________________ Old Mutual Cash Reserves Fund,
Institutional Class, 0.00% (A) 499,741 500
Growth - 5.5% ______________
Old Mutual Copper Rock
Emerging Growth Fund* 355,255 4,439 Total Money Market Fund 500
______________ ______________
Total Growth 4,439 Total Affiliated Mutual Funds (Cost $73,998) 81,480
_____________________________________________________________________ _____________________________________________________________________
Growth & Income-Large Cap - 8.2% Total Investments - 100.3% (Cost $73,998) 81,480
Old Mutual Focused Fund 303,994 6,688 _____________________________________________________________________
______________
Other Assets and Liabilities, Net - (0.3)% (261)
Total Growth & Income-Large Cap 6,688 _____________________________________________________________________
_____________________________________________________________________
Total Net Assets - 100.0% $ 81,219
Growth & Income-Small Cap - 3.4% _____________________________________________________________________
Old Mutual Copper Rock
International Small Cap Fund 228,167 2,761
______________ For descriptions of abbreviations and footnotes, please refer to
page 19.
Total Growth & Income-Small Cap 2,761
_____________________________________________________________________ Other Information:
Growth-Large Cap - 4.9% The Fund utilizes various inputs in determining the value of its
Old Mutual Large Cap Growth Fund 208,965 3,993 investments as of the reporting period end. These inputs are
______________ summarized in three broad levels as follows:
Total Growth-Large Cap 3,993 Level 1 - quoted prices in active markets for identical securities
_____________________________________________________________________
Level 2 - other significant observable inputs (including quoted
International Equity - 16.4% prices for similar securities, interest rates, prepayment
Old Mutual International Equity Fund 1,404,435 13,286 speeds, credit risk, etc.)
______________
Level 3 - significant unobservable inputs (including the Fund's own
Total International Equity 13,286 assumption in determining the fair value of investments)
_____________________________________________________________________
The inputs or methodology used for valuing securities are not
Market Neutral-Equity - 5.8% necessarily an indication of the risk associated with investing in
Old Mutual Analytic those securities. A summary of the inputs used as of July 31, 2011 in
U.S. Long/Short Fund 394,663 4,669 valuing the Fund's net assets were as follows (000):
______________
Description Level 1 Level 2 Level 3 Total
Total Market Neutral-Equity 4,669 _____________________________________________________________________
_____________________________________________________________________
Investments
Sector Fund-Real Estate - 1.7% Affiliated Mutual Funds $81,480 $- $- $81,480
Old Mutual Heitman REIT Fund 156,075 1,417 _____________________________________________________________________
______________
Total Investments $81,480 $- $- $81,480
Total Sector Fund-Real Estate 1,417 _____________________________________________________________________
_____________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further
Value - 13.0% information.
Old Mutual Barrow Hanley Value Fund 1,638,349 10,551
______________
Total Value 10,551
_____________________________________________________________________
Value-Mid Cap - 12.0%
Old Mutual TS&W
Mid-Cap Value Fund 1,052,156 9,753
______________
Total Value-Mid Cap 9,753
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
14
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Growth Portfolio (the "Fund")
underperformed its benchmark, the S&P Composite 1500 (the "Index"). The Fund's Class A shares posted a 19.65% return at net
asset value versus a 20.35% 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 fiscal year began with nine consecutive months of robust equity performance, followed by a three-month pullback. Growth
was fueled by strong corporate earnings, modest gains in gross domestic product and investors' continued appetite for risk.
Uncertainty surrounding the sustainability of the economic recovery, coupled with sovereign debt concerns in the Eurozone and
the U.S., dragged equity markets downward at the end of the period.
Despite the slowdown, stock returns were strong across all regions and capitalizations over the period. Small-capitalization
equities outperformed larger companies, as the Russell 2000 Index returned 23.92% versus 19.65% for the S&P 500. Real estate
investment trusts (REITs) returned 25.57%, as measured by the U.S. Wilshire Real Estate Securities Index, and continued to
outperform the broad U.S. equity market, and growth continued to outperform value considerably. U.S. equities outpaced both
non-U.S. developed equities and emerging markets as the MSCI EAFE and MSCI Emerging Markets Indexes returned 17.17% and 17.45%,
respectively. Generally, all major bond indexes were positive for the year, with high-yield bonds leading the way. Credit bonds
outperformed government bonds and long-term bonds outpaced short-term bonds, as yields lowered over the period.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund uses 10 equity managers that have exposure to nine asset classes. All nine asset classes had above-average returns
for the fiscal year. As REITs and U.S. small- and mid-capitalization equities outperformed U.S. large-capitalization equities
and non-U.S. equities, the Fund's exposure to these asset classes was a benefit to the model over the period. The Fund's
underlying portfolio manager performance was mixed. The REIT, international, mid- and small-capitalization equity managers beat
the blended benchmarks that were set for them, and the large-capitalization managers, in aggregate, underperformed for the
period.
From July through December 2010, the Fund carried a slight underweight to equities. Ibbotson Associates Advisors, LLC
("Ibbotson"), the Fund's sub-adviser, was concerned about high unemployment, housing prices, and the prospect of higher taxes.
This underweight reduced volatility in the Fund, but was a drag on performance. As corporate balance sheets improved, the
equity underweight was removed in December 2010. Given the prolonged rally in REIT shares, Ibbotson considers REITs to be
potentially overvalued, based on several metrics, and remains concerned about their performance going forward. As of late June
2011, the Fund carried a slight underweight to REITs, with a slight negative impact on performance for the reporting period.
Performance Highlights
o For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Asset Allocation Growth Portfolio underperformed its
benchmark, the S&P Composite 1500. The Fund's Class A shares posted a 19.65% return at net asset value versus a 20.35% return
for the Index.
o The REIT, international, mid- and small-capitalization equity managers beat the blended benchmarks that were set for them, and
the large-capitalization managers, in aggregate, underperformed for the period.
o Old Mutual International Equity Fund, Old Mutual Large Cap Growth Fund and Old Mutual TS&W Mid-Cap Value Fund were among the
largest contributors to overall performance.
o Old Mutual Analytic U.S. Long/Short Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual Barrow Hanley
Core Bond Fund (no longer a Fund holding) were among those that contributed the least to overall performance.
Asset Allocation Growth Portfolio
15
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Ibbotson Associates Advisors, LLC
Top Ten Holdings
as of July 31, 2011
Old Mutual International
Equity Fund 24.1%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 16.6%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 14.4%
___________________________________________________________________________________
Old Mutual Focused Fund 8.9%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 8.5%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 7.0%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 6.0%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 5.5%
___________________________________________________________________________________
Old Mutual Heitman
REIT Fund 4.0%
___________________________________________________________________________________
Old Mutual Copper Rock
International Small Cap Fund 3.9%
___________________________________________________________________________________
As a % of Total
Fund Investments 98.9%
___________________________________________________________________________________
Q. How did portfolio composition affect Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portfolio of underlying
equity 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
Large Cap Growth Fund and Old Mutual TS&W Mid-Cap Value Fund were among the largest contributors to overall performance for the
fiscal year. Old Mutual Analytic U.S. Long/Short Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual
Barrow Hanley Core Bond Fund (no longer a Fund holding) were among those that contributed the least to overall performance
during the period.
Q. What is the investment outlook?
A. The second quarter of 2011 saw a deceleration in the rate of expansion of global economic activity, following moderate growth
in the first quarter. Data through the end of June 2011 does not clarify whether the global economy (1) is approaching the tail
end of a temporary slump, like the previous summer, (2) has reached an enduring phase of low growth, or (3) is making a gradual
transition toward an economic contraction. Ibbotson believes the third scenario is the least likely, given the historical
characterization of economic contractions and the latest readings of leading economic indicators.
Going forward, Ibbotson believes that long-term sovereign yields will increase in the U. S. and Germany, and credit spreads
will continue grinding down. Uncertainty about the economic outlook appears to be unusually high. Considering the level of oil
prices, the risk of sovereign defaults in Europe, peaking net profit margins, the poor fiscal situation of many developed
countries, highly leveraged households and businesses in the U.S., and the prospects of low economic growth across most
advanced economies, Ibbotson expects markets to remain jittery and experience higher volatility in the foreseeable future.
Asset Allocation Growth Portfolio
16
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 12.82% 0.45% 4.06%
Class A without load 09/30/04 19.65% 1.64% 4.96%
Class C with load 09/30/04 17.74% 0.89% 4.18%
Class C without load 09/30/04 18.74% 0.89% 4.18%
Class Z 12/09/05 19.94% 1.91% 2.62%
Institutional Class 09/30/04 20.01% 1.89% 5.22%
S&P Composite 1500 09/30/04 20.35% 2.80% 4.74%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on page 1.
Class A shares have a current maximum initial sales charge of 5.75%; Class C shares may be subject to a contingent deferred sales
charge ("CDSC") of 1.00% if redeemed within twelve months of the date of purchase; and Class A share purchases of $1 million or
more, which were purchased without an initial sales charge, may be subject to a CDSC of 1.00% if redeemed within twelve months of
the date of purchase. Please read the prospectus carefully for more information on sales charges. The total annual operating
expenses and total annual operating expenses after expense waivers and/or expense reimbursement 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 23, 2010) are 2.15%
and 1.54%; 2.81% and 2.29%; 2.30% and 1.29%; and 1.64% and 1.29%, 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 | |
| 7/31/11 | 13,121 | 13,231 | 14,159 | 13,725 | |
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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| International Equity | 24.1 | % | |
| Value | 16.6 | % | |
| Value-Mid Cap | 14.4 | % | |
| Growth & Income-Large Cap | 8.9 | % | |
| Growth-Large Cap | 8.6 | % | |
| Value-Small Cap | 7.0 | % | |
| Growth | 6.0 | % | |
| Market Neutral-Equity | 5.5 | % | |
| Sector Fund-Real Estate | 4.0 | % | |
| Growth & Income-Small Cap | 3.9 | % | |
| Cash Equivalents | 1.0 | % | |
17
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.3% Money Market Fund - 1.0%
Growth - 6.1% Old Mutual Cash Reserves Fund,
Old Mutual Copper Rock Emerging Institutional Class, 0.00% (A) 517,343 $ 517
Growth Fund* 249,649 $ 3,119 ______________
______________
Total Money Market Fund 517
Total Growth 3,119 ______________
_____________________________________________________________________
Total Affiliated Mutual Funds (Cost $46,052) 51,589
Growth & Income-Large Cap - 8.9% _____________________________________________________________________
Old Mutual Focused Fund 209,205 4,603
______________ Total Investments - 100.3% (Cost $46,052) 51,589
_____________________________________________________________________
Total Growth & Income-Large Cap 4,603
_____________________________________________________________________ Other Assets and Liabilities, Net - (0.3)% (144)
_____________________________________________________________________
Growth & Income-Small Cap - 3.9%
Old Mutual Copper Rock International Total Net Assets - 100.0% $ 51,445
Small Cap Fund 164,339 1,989 _____________________________________________________________________
______________
For descriptions of abbreviations and footnotes, please refer to
Total Growth & Income-Small Cap 1,989 page 19.
_____________________________________________________________________
Other Information:
Growth-Large Cap - 8.6%
Old Mutual Large Cap Growth Fund 230,688 4,408 The Fund utilizes various inputs in determining the value of
______________ its investments as of the reporting period end. These
inputs are summarized in three broad levels as follows:
Total Growth-Large Cap 4,408
_____________________________________________________________________ Level 1 - quoted prices in active markets for identical
securities
International Equity - 24.2%
Old Mutual International Equity Fund 1,315,802 12,448 Level 2 - other significant observable inputs (including
______________ quoted prices for similar securities, interest
rates, prepayment speeds, credit risk, etc.)
Total International Equity 12,448
_____________________________________________________________________ Level 3 - significant unobservable inputs (including the
Fund's own assumption in determining the fair value
Market Neutral-Equity - 5.5% of investments)
Old Mutual Analytic U.S. Long/Short Fund 238,642 2,823
______________ The inputs or methodology used for valuing securities are
not necessarily an indication of the risk associated with
Total Market Neutral-Equity 2,823 investing in those securities. A summary of the inputs used
_____________________________________________________________________ as of July 31, 2011 in valuing the Fund's net assets were as
follows (000):
Sector Fund-Real Estate - 4.0%
Old Mutual Heitman REIT Fund 229,195 2,081 Description Level 1 Level 2 Level 3 Total
______________ _____________________________________________________________________
Total Sector Fund-Real Estate 2,081 Investments
_____________________________________________________________________ Affiliated Mutual Funds $51,589 $ - $ - $51,589
_____________________________________________________________________
Value - 16.7%
Old Mutual Barrow Hanley Value Fund 1,332,059 8,578 Total Investments $51,589 $ - $ - $51,589
______________ _____________________________________________________________________
Total Value 8,578 Refer to the "Security Valuation" section of Note 2 for further
_____________________________________________________________________ information.
Value-Mid Cap - 14.4%
Old Mutual TS&W Mid-Cap Value Fund 800,491 7,421
______________
Total Value-Mid Cap 7,421
_____________________________________________________________________
Value-Small Cap - 7.0%
Old Mutual TS&W Small Cap Value Fund* 190,227 3,602
______________
Total Value-Small Cap 3,602
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
18
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, 2011.
Cost figures are shown with "000's" omitted.
19
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2011
____________________________________________________________________________________________________________________________________________________
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 $ 35,074 $ 57,203 $ 73,998 $ 46,052
____________________________________________________________________________________________________________________________________________________
Investment in Affiliated Funds, at value $ 39,179 $ 64,626 $ 81,480 $ 51,589
Receivable for Capital Shares Sold 16 - - 7
Receivable for Investment Securities Sold - 367 - -
Receivable from Investment Adviser 11 15 31 24
Receivable for Dividends from Affiliated Funds 85 85 50 -
Other Assets 4 7 9 6
____________________________________________________________________________________________________________________________________________________
Total Assets 39,295 65,100 81,570 51,626
____________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased 85 85 51 -
Payable for Capital Shares Redeemed 189 272 184 101
Payable for Administration Fees 3 6 7 5
Payable for Distribution & Service Fees 6 13 17 9
Payable for Management Fees 7 11 18 11
Payable for Trustees' Fees 1 2 2 1
Accrued Expenses 37 56 72 54
____________________________________________________________________________________________________________________________________________________
Total Liabilities 328 445 351 181
____________________________________________________________________________________________________________________________________________________
Net Assets $ 38,967 $ 64,655 $ 81,219 $ 51,445
____________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 38,525 $ 84,499 $ 117,893 $ 86,479
Undistributed (Distributions in Excess of) Net Investment Income/
(Accumulated Net Investment Loss) 69 24 191 178
Accumulated Net Realized Loss on Investments (3,732) (27,291) (44,347) (40,749)
Net Unrealized Appreciation on Investments 4,105 7,423 7,482 5,537
____________________________________________________________________________________________________________________________________________________
Net Assets $ 38,967 $ 64,655 $ 81,219 $ 51,445
____________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 11,138 $ 12,650 $ 18,848 $ 13,619
Net Assets - Class C 20,000 50,108 61,074 33,477
Net Assets - Class Z 1,370 1,866 1,289 3,561
Net Assets - Institutional Class 6,459 31 8 788
____________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 1,024,955 1,146,622 1,695,789 1,194,410
Outstanding Shares of Beneficial Interest - Class C 1,849,290 4,550,951 5,623,747 3,070,721
Outstanding Shares of Beneficial Interest - Class Z 126,020 168,853 114,779 307,773
Outstanding Shares of Beneficial Interest - Institutional Class 593,291 2,803 707 68,211
____________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 10.87 $ 11.03 $ 11.11 $ 11.40
____________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 11.53 $ 11.70 $ 11.79 $ 12.10
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 10.81 $ 11.01 $ 10.86 $ 10.90
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 10.87 $ 11.05 $ 11.23 $ 11.57
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share -
Institutional Class^ $ 10.89 $ 11.00 $ 11.16 $ 11.56
____________________________________________________________________________________________________________________________________________________
† 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.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
20
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2011
____________________________________________________________________________________________________________________________________________________
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 $1,276 $1,703 $ 1,603 $ 745
____________________________________________________________________________________________________________________________________________________
Total Investment Income 1,276 1,703 1,603 745
____________________________________________________________________________________________________________________________________________________
Expenses:
Management fees 83 144 226 139
Administration Fees 42 72 90 55
Distribution and Service Fees:
Class A 29 38 54 38
Class C 221 552 675 360
Trustees' Fees 9 14 18 10
Professional Fees 26 42 54 31
Transfer Agent Fees 47 109 184 146
Registration and SEC Fees 53 53 52 55
Other Expenses 17 31 40 23
____________________________________________________________________________________________________________________________________________________
Total Expenses 527 1,055 1,393 857
____________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (83) (144) (226) (139)
Reimbursement of Other Expenses by Investment Adviser (43) (40) (149) (144)
____________________________________________________________________________________________________________________________________________________
Net Expenses 401 871 1,018 574
____________________________________________________________________________________________________________________________________________________
Net Investment Income 875 832 585 171
____________________________________________________________________________________________________________________________________________________
Net Realized Loss from Affiliated Funds (1) (240) (810) (515) (1,561)
Net Capital Gain Distributions Received from Affiliated Funds (1) 766 736 416 23
Net Change in Unrealized Appreciation on Investments 2,017 7,941 13,303 11,238
____________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain on Investments 2,543 7,867 13,204 9,700
____________________________________________________________________________________________________________________________________________________
Increase in Net Assets Resulting from Operations $3,418 $8,699 $13,789 $ 9,871
____________________________________________________________________________________________________________________________________________________
(1) See Note 7 for total net realized gain (loss) on investments in Affiliated Funds.
The accompanying notes are an integral part of the financial statements.
21
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
____________________________________________________________________________________________________________________________________________________
8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to
7/31/11 7/31/10 7/31/11 7/31/10 7/31/11 7/31/10 7/31/11 7/31/10
____________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income $ 875 $ 1,410 $ 832 $ 1,626 $ 585 $ 1,136 $ 171 $ 743
Net Realized Gain (Loss) from Investments 526 (1,403) (74) (12,536) (99) (21,629) (1,538) (21,363)
Net Change in Unrealized Appreciation
on Investments 2,017 4,592 7,941 21,014 13,303 33,428 11,238 31,194
____________________________________________________________________________________________________________________________________________________
Net Increase in Net Assets Resulting
from Operations 3,418 4,599 8,699 10,104 13,789 12,935 9,871 10,574
____________________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A (440) (597) (369) (758) (286) (637) (84) (405)
Class C (683) (1,028) (975) (1,581) (398) (1,415) - (576)
Class Z (54) (47) (47) (29) (23) (15) (28) (16)
Institutional Class (260) (295) (1) (41) - (178) (6) (435)
____________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions (1,437) (1,967) (1,392) (2,409) (707) (2,245) (118) (1,432)
____________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 4,911 2,794 1,135 3,578 2,958 2,801 1,068 2,399
Shares Issued upon Reinvestment of Distributions 347 463 283 576 243 517 74 325
Redemption Fees 3 - - - - - - 1
Shares Redeemed (6,849) (5,488) (11,627) (10,122) (10,241) (8,643) (7,043) (8,729)
____________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (1,588) (2,231) (10,209) (5,968) (7,040) (5,325) (5,901) (6,004)
____________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 1,464 3,808 2,714 5,055 2,458 4,581 1,445 2,341
Shares Issued upon Reinvestment of Distributions 418 559 577 925 239 825 - 395
Redemption Fees - - - - - - 1 -
Shares Redeemed (6,912) (13,406) (18,313) (29,401) (22,353) (34,527) (10,930) (19,049)
____________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (5,030) (9,039) (15,022) (23,421) (19,656) (29,121) (9,484) (16,313)
____________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 788 1,539 1,354 257 1,030 88 1,356 3,000
Shares Issued upon Reinvestment of Distributions 42 47 24 29 10 15 21 16
Redemption Fees - - - - - - - -
Shares Redeemed (643) (713) (548) (87) (523) (23) (660) (1,410)
____________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions 187 873 830 199 517 80 717 1,606
____________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 816 1,435 - 32 - 24 109 733
Shares Issued upon Reinvestment of Distributions 260 250 1 41 - 178 6 435
Redemption Fee - - - - - - - -
Shares Redeemed (1,072) (1,855) - (2,199) - (8,821) (127) (20,421)
____________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions 4 (170) 1 (2,126) - (8,619) (12) (19,253)
____________________________________________________________________________________________________________________________________________________
Decrease in Net Assets Derived from Capital
Shares Transactions (6,427) (10,567) (24,400) (31,316) (26,179) (42,985) (14,680) (39,964)
____________________________________________________________________________________________________________________________________________________
Total Decrease in Net Assets (4,446) (7,935) (17,093) (23,621) (13,097) (32,295) (4,927) (30,822)
____________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Year 43,413 51,348 81,748 105,369 94,316 126,611 56,372 87,194
____________________________________________________________________________________________________________________________________________________
End of Year $ 38,967 $ 43,413 $ 64,655 $ 81,748 $ 81,219 $ 94,316 $ 51,445 $ 56,372
____________________________________________________________________________________________________________________________________________________
Undistributed (Distribution in Excess of) Net Investment
Income/(Accumulated Net Investment Loss) $ 69 $ 110 $ 24 $ 89 $ 191 $ 100 $ 178 $ 115
____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
22
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
Ratio of
Expenses to
Realized 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) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Year to Average Expense to Average Turnover
of Year (Loss)* Securities* Fees Operations Income Gains Distributions of Year Return† (000) Net Assets(1) Reductions)(1) Net Assets(1) Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO
Class A
2011 $10.38 $0.26 $ 0.64 $- $ 0.90 $(0.41) $ - $(0.41) $10.87 8.81% $ 11,138 0.61% 0.91% 2.43% 12.81%
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% 5.09% 39.55%
2008 11.30 0.29 (0.25) - 0.04 (0.31) (0.27) (0.58) 10.76 0.24% 15,858 0.93% 1.31% 2.62% 49.27%
2007 10.64 0.30 0.69 - 0.99 (0.28) (0.05) (0.33) 11.30 9.40% 12,605 1.50% 1.94% 2.73% 130.47%
Class C
2011 $10.33 $0.18 $ 0.63 $- $ 0.81 $(0.33) $ - $(0.33) $10.81 7.93% $ 20,000 1.36% 1.61% 1.72% 12.81%
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% 4.23% 39.55%
2008 11.25 0.21 (0.25) - (0.04) (0.28) (0.27) (0.55) 10.66 (0.47)% 34,242 1.67% 1.95% 1.86% 49.27%
2007 10.60 0.22 0.68 - 0.90 (0.20) (0.05) (0.25) 11.25 8.57% 25,812 2.25% 2.57% 1.98% 130.47%
Class Z
2011 $10.39 $0.29 $ 0.62 $- $ 0.91 $(0.43) $ - $(0.43) $10.87 8.97% $ 1,370 0.36% 1.65% 2.72% 12.81%
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% 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% 4.56% 39.55%
2008 11.30 0.32 (0.25) - 0.07 (0.32) (0.27) (0.59) 10.78 0.54% 640 0.67% 4.34% 2.86% 49.27%
2007 10.65 0.34 0.67 - 1.01 (0.31) (0.05) (0.36) 11.30 9.55% 514 1.25% 11.45% 3.01% 130.47%
Institutional Class
2011 $10.40 $0.29 $ 0.63 $- $ 0.92 $(0.43) $ - $(0.43) $10.89 9.06% $ 6,459 0.36% 0.63% 2.70% 12.81%
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% 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% 2.87% 49.27%
2007 10.65 0.33 0.70 - 1.03 (0.31) (0.05) (0.36) 11.32 9.74% 5,700 1.25% 1.60% 2.98% 130.47%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO
Class A
2011 $ 9.99 $0.18 $ 1.13 $- $ 1.31 $(0.27) $ - $(0.27) $11.03 13.21% $ 12,650 0.64% 0.94% 1.71% 5.65%
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% 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% 3.30% 29.74%
2008 12.68 0.21 (0.74) (#) - (0.53) (0.26) (0.62) (0.88) 11.27 (4.59)% (#) 44,959 0.94% 1.13% 1.71% 51.96%
2007 11.45 0.20 1.41 - 1.61 (0.17) (0.21) (0.38) 12.68 14.20% 51,321 1.55% 1.69% 1.59% 121.42%
Class C
2011 $ 9.97 $0.10 $ 1.13 $- $ 1.23 $(0.19) $ - $(0.19) $11.01 12.41% $ 50,108 1.39% 1.59% 0.98% 5.65%
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% 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% 2.46% 29.74%
2008 12.64 0.11 (0.73) (#) - (0.62) (0.23) (0.62) (0.85) 11.17 (5.34)% (#) 120,085 1.67% 1.85% 0.92% 51.96%
2007 11.42 0.10 1.41 - 1.51 (0.08) (0.21) (0.29) 12.64 13.38% 109,348 2.30% 2.44% 0.85% 121.42%
Class Z
2011 $10.01 $0.23 $ 1.11 $- $ 1.34 $(0.30) $ - $(0.30) $11.05 13.49% $ 1,866 0.39% 1.41% 2.11% 5.65%
2010 9.30 0.24 0.80 - 1.04 (0.33) - (0.33) 10.01 11.25% 929 0.39% 2.28% 2.46% 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% 3.53% 29.74%
2008 12.70 0.23 (0.74) (#) - (0.51) (0.26) (0.62) (0.88) 11.31 (4.40)% (#) 732 0.65% 5.13% 1.91% 51.96%
2007 11.46 0.26 1.39 - 1.65 (0.20) (0.21) (0.41) 12.70 14.55% 586 1.30% 11.24% 2.02% 121.42%
Institutional Class
2011 $ 9.97 $0.21 $ 1.12 $- $ 1.33 $(0.30) $ - $(0.30) $11.00 13.44% $ 31 0.39% 46.94% 1.97% 5.65%
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% 51.96%
2007 11.46 0.23 1.43 - 1.66 (0.20) (0.21) (0.41) 12.71 14.64% 13,969 1.30% 1.39% 1.84% 121.42%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
23
FINANCIAL HIGHLIGHTS - concluded
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
Ratio of
Expenses to
Realized 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) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Year to Average Expense to Average Turnover
of Year (Loss)* Securities* Fees Operations Income Gains Distributions of Year Return† (000) Net Assets(1) Reductions)(1) Net Assets(1) Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION MODERATE GROWTH PORTFOLIO
Class A
2011 $ 9.66 $0.12 $ 1.47 $- $ 1.59 $ (0.14) $ - $ (0.14) $ 11.11 16.56% $ 18,848 0.57% 1.01% 1.17% 8.53%
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% 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% 31.90%
2008 13.76 0.10 (1.11) (#) - (1.01) (0.15) (0.69) (0.84) 11.91 (7.86)% (#) 52,854 0.89% 1.26% 0.74% 43.04%
2007 12.07 0.11 1.86 - 1.97 (0.07) (0.21) (0.28) 13.76 16.49% 58,969 1.55% 1.73% 0.84% 112.42%
Class C
2011 $ 9.44 $0.05 $ 1.43 $- $ 1.48 $ (0.06) $ - $ (0.06) $ 10.86 15.70% $ 61,074 1.32% 1.69% 0.46% 8.53%
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% 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% 31.90%
2008 13.59 - (1.08) (#) - (1.08) (0.19) (0.69) (0.88) 11.63 (8.55)% (#) 154,281 1.63% 1.88% (0.02)% 43.04%
2007 11.95 0.01 1.84 - 1.85 - (0.21) (0.21) 13.59 15.63% 161,855 2.30% 2.43% 0.09% 112.42%
Class Z
2011 $ 9.75 $0.18 $ 1.46 $- $ 1.64 $ (0.16) $ - $ (0.16) $ 11.23 16.93% $ 1,289 0.32% 1.65% 1.63% 8.53%
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% 1.40% 112.42%
Institutional Class
2011 $ 9.75 $0.15 $ 1.48 $- $ 1.63 $ (0.22) $ - $ (0.22) $ 11.16 16.88% $ 8 0.32% 183.59% 1.43% 8.53%
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% 43.04%
2007 12.12 0.15 1.86 - 2.01 (0.10) (0.21) (0.31) 13.82 16.74% 13,149 1.30% 1.37% 1.12% 112.42%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
24
Ratio of
Expenses to
Realized 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) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Year to Average Expense to Average Turnover
of Year (Loss)* Securities* Fees Operations Income Gains Distributions of Year Return† (000) Net Assets(1) Reductions)(1) Net Assets Rate†
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
Class A
2011 $ 9.58 $0.08 $ 1.80 $- $ 1.88 $(0.06) $ - $(0.06) $11.40 19.65% $13,619 0.57% 1.13% 0.77% 7.78%
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% 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% 1.14% 27.09%
2008 14.82 0.07 (1.67) (#) - (1.60) (0.20) (0.69) (0.89) 12.33 (11.45)% (#) 43,129 0.91% 1.26% 0.48% 45.80%
2007 12.70 0.03 2.34 - 2.37 - (0.25) (0.25) 14.82 18.76% 55,755 1.60% 1.83% 0.24% 104.92%
Class C
2011 $ 9.18 $ - $ 1.72 $- $ 1.72 $ - $ - $ - $10.90 18.74% $33,477 1.32% 1.75% 0.02% 7.78%
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% 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% 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%
Class Z
2011 $ 9.72 $0.12 $ 1.81 $- $ 1.93 $(0.08) $ - $(0.08) $11.57 19.94% $ 3,561 0.32% 1.13% 1.11% 7.78%
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% 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% 45.80%
2007 12.74 0.12 2.30 - 2.42 - (0.25) (0.25) 14.91 19.09% 648 1.35% 10.49% 0.77% 104.92%
Institutional Class
2011 $ 9.71 $0.11 $ 1.83 $- $ 1.94 $(0.09) $ - $(0.09) $11.56 20.01% $ 788 0.32% 2.29% 0.96% 7.78%
2010 8.77 0.32 0.83 - 1.15 (0.21) - (0.21) 9.71 13.10% 674 0.32% 0.67% 3.37% 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% 1.39% 27.09%
2008 14.91 0.09 (1.68) (#) - (1.59) (0.19) (0.69) (0.88) 12.44 (11.32)% (#) 24,509 0.64% 0.84% 0.67% 45.80%
2007 12.75 0.07 2.34 - 2.41 - (0.25) (0.25) 14.91 19.00% 24,927 1.35% 1.38% 0.51% 104.92%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
* Per share amounts for the year are calculated based on average outstanding shares.
# Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.
† 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.
(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.
25
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2011
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 and service plans. 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"). These
underlying funds, in turn, invest in a variety of U.S. and foreign equity and fixed income securities. In addition, a portion of
each Fund's assets may be invested in cash, cash equivalents, or in money market funds. 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,
or companies with market capitalizations of approximately $2.5 billion or above. The fund may 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 (generally, companies with market capitalizations of
approximately $2.5 billion or above) that the fund's sub-adviser believes are undervalued. 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.
26
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 may invest up to 20% of
its net asset (plus any borrowings for investment purposes) in investment grade securities rated between AA and BBB by Standard &
Poor's or Aa and Baa 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 similar to the market capitalization of companies in the Russell 1000
Growth Index.
Old Mutual Copper Rock International Small Cap 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 non-U.S. small-cap companies,
including companies located in countries with emerging markets. For purposes of this fund, small cap companies are those companies
with market capitalizations similar to the companies in the S&P Developed ex-U.S. SmallCap Index.
Old Mutual TS&W Mid-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 mid-cap companies with value
characteristics. For purposes of this fund, mid-cap companies are those companies with market capitalizations similar to the market
capitalizations of 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
market capitalizations of 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.
27
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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) (the "Valuation Time") on each day that the NYSE is open for trading for all underlying Funds
other than the Old Mutual Cash Reserves Fund. 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 long positions and the most recent quoted
ask price for short positions. 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").
Investments held by the Old Mutual Cash Reserves Fund are valued using the amortized cost method of valuation permitted in
accordance with meeting certain conditions and regulations as set forth under Rule 2a-7 of the 1940 Act. Under the amortized cost
method, an investment is valued at its cost on the date of purchase and thereafter assumes a constant amortization to maturity of
any discount or premium, regardless of the impact of fluctuations in general market rates of interest on the value of the
investment.
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 funds' 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, held by 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 held by 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 held by 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 held by 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
28
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, 2011, for each Fund's investments is included the Schedule of Investments. There were no level 3
securities held as of July 31, 2011.
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 are recognized on the accrual basis and include 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 Institutional Class share transactions in the Statement of Changes in Net Assets. There were no
payments by Affiliates made to the Funds during the year ended July 31, 2011.
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 had no material expense reductions for the
year ended July 31, 2011.
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, 2011, redemption fees of $3 (000) and $1 (000) were collected by Old Mutual
Asset Allocation Conservative Portfolio (Class A) and Old Mutual Asset Allocation Growth Portfolio (Class C), respectively. There
were no other material redemption fees collected by the Funds.
29
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
3. INVESTMENT ADVISORY FEES, ADMINISTRATIVE FEES AND OTHER TRANSACTIONS WITH AFFILIATES
____________________________________________________________________________________________________________________________________
Investment Adviser - Old Mutual Capital, Inc. is a wholly owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH"). OMUSH is a
wholly owned subsidiary of OM Group (UK) Limited, which, in turn, is a wholly owned subsidiary of Old Mutual plc, a London-Exchange
listed international financial services firm. 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, 2012
Old Mutual Asset Allocation Balanced Portfolio 0.64% 1.39% 0.39% 0.39% December 31, 2012
Old Mutual Asset Allocation Moderate Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2012
Old Mutual Asset Allocation Growth Portfolio 0.57% 1.32% 0.32% 0.32% December 31, 2012
____________________________________________________________________________________________________________________________________
Reimbursement by the Funds of advisory fees waived and other expenses paid by the Adviser pursuant to the Expense Limitation
Agreement may be made up to three years after the expenses were reimbursed or absorbed if such reimbursement does not cause the
total operating expenses of the Fund in the year of reimbursement to exceed the expense limitation in effect in the year for
which fees are being reimbursed.
30
At July 31, 2011, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows (000):
Expiration 2012 Expiration 2013 Expiration 2014 Total
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 13 $148 $126 $ 287
Old Mutual Asset Allocation Balanced Portfolio 50 260 184 494
Old Mutual Asset Allocation Moderate Growth Portfolio 218 507 375 1,100
Old Mutual Asset Allocation Growth Portfolio 120 396 283 799
____________________________________________________________________________________________________________________________________
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.
31
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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, 2011, it retained the following:
Service Fees (000) Distribution Fees (000)
____________________________________________________________________________________________________________________________________
Class A Class C Class C
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $- $4 $13
Old Mutual Asset Allocation Balanced Portfolio - 5 15
Old Mutual Asset Allocation Moderate Growth Portfolio 2 5 14
Old Mutual Asset Allocation Growth Portfolio 2 4 11
____________________________________________________________________________________________________________________________________
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 Complex Class Z
shares within the Deferred Plans. During the year ended July 31, 2011, the amount received by OMUSH for recordkeeping fee offsets
attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $42 (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.
32
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, 2011.
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, 2011 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $5,274 $11,311
Old Mutual Asset Allocation Balanced Portfolio 4,038 28,372
Old Mutual Asset Allocation Moderate Growth Portfolio 7,647 33,423
Old Mutual Asset Allocation Growth Portfolio 4,268 19,079
____________________________________________________________________________________________________________________________________
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
_____________________________________________________________________________________________________________________________________________________
8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to
7/31/11 7/31/10 7/31/11 7/31/10 7/31/11 7/31/10 7/31/11 7/31/10
_____________________________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 469 273 108 364 277 293 97 255
Shares Issued upon Reinvestment of Distributions 33 45 27 58 23 53 7 34
Shares Redeemed (647) (534) (1,121) (1,021) (958) (898) (655) (918)
_____________________________________________________________________________________________________________________________________________________
Total Class A Share Transactions (145) (216) (986) (599) (658) (552) (551) (629)
_____________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 140 374 256 513 236 489 140 256
Shares Issued upon Reinvestment of Distributions 40 55 54 93 23 87 - 42
Shares Redeemed (651) (1,318) (1,723) (2,990) (2,153) (3,711) (1,062) (2,102)
_____________________________________________________________________________________________________________________________________________________
Total Class C Share Transactions (471) (889) (1,413) (2,384) (1,894) (3,135) (922) (1,804)
_____________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 73 150 126 26 96 9 125 306
Shares Issued upon Reinvestment of Distributions 4 5 2 3 1 2 2 2
Shares Redeemed (60) (69) (52) (9) (48) (2) (58) (145)
_____________________________________________________________________________________________________________________________________________________
Total Class Z Share Transactions 17 86 76 20 49 9 69 163
_____________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 76 139 - 3 - 3 10 76
Shares Issued upon Reinvestment of Distributions 25 24 - 4 - 18 1 44
Shares Redeemed (100) (181) - (222) - (909) (12) (2,086)
_____________________________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions 1 (18) - (215) - (888) (1) (1,966)
_____________________________________________________________________________________________________________________________________________________
Net Decrease in Shares Outstanding (598) (1,037) (2,323) (3,178) (2,503) (4,566) (1,405) (4,236)
_____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either 0 or have been rounded to 0.
33
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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,
2011 follows:
Old Mutual Asset Allocation Conservative Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/11 Income Gain (Loss)
_____________________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 65 $ 40 $ 220 $ 707 $ 22 $ (18)
Old Mutual Barrow Hanley Core Bond Fund 2,062 4,061 849 14,097 590 253
Old Mutual Barrow Hanley Value Fund 217 643 588 2,146 48 16
Old Mutual Cash Reserves Fund 9,065 8,842 - 223 - -
Old Mutual Copper Rock Emerging Growth Fund 49 51 307 961 - 1
Old Mutual Dwight High Yield Fund 647 929 283 2,420 233 240
Old Mutual Dwight Intermediate Fixed Income Fund 1,012 2,183 38 5,583 185 312
Old Mutual Dwight Short Term Fixed Income Fund 525 391 114 5,541 115 -
Old Mutual Focused Fund 97 132 354 1,358 8 (10)
Old Mutual International Equity Fund 259 1,136 282 2,353 54 (575)
Old Mutual Large Cap Growth Fund 148 1,267 503 1,216 6 294
Old Mutual TS&W Mid-Cap Value Fund 171 154 562 2,552 15 (23)
Old Mutual TS&W Small Cap Value Fund 22 324 5 22 - 34
_____________________________________________________________________________________________________________________________________________
Total $14,339 $20,153 $4,105 $39,179 $1,276 $ 524
_____________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/11 Income Gain (Loss)
_____________________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 193 $ 78 $ (317) $ 2,152 $ 65 $ (35)
Old Mutual Barrow Hanley Core Bond Fund 982 7,251 958 14,766 677 657
Old Mutual Barrow Hanley Value Fund 188 4,054 2,174 7,693 188 111
Old Mutual Cash Reserves Fund 18,653 18,261 - 392 - -
Old Mutual Copper Rock Emerging Growth Fund - 68 702 2,050 - 2
Old Mutual Copper Rock International Small Cap Fund 1,200 4 (1) 1,303 - (1)
Old Mutual Dwight High Yield Fund 474 828 318 2,610 252 262
Old Mutual Dwight Intermediate Fixed Income Fund 334 1,033 60 4,101 125 243
Old Mutual Dwight Short Term Fixed Income Fund 99 228 35 4,796 99 1
Old Mutual Focused Fund 223 1,251 93 4,086 23 (320)
Old Mutual Heitman REIT Fund 26 1,234 427 1,137 26 339
Old Mutual International Equity Fund 260 5,787 1,025 7,133 189 (2,614)
Old Mutual Large Cap Growth Fund 20 4,682 846 2,832 20 1,197
Old Mutual TS&W Mid-Cap Value Fund 39 257 197 6,507 39 (60)
Old Mutual TS&W Small Cap Value Fund - 1,617 906 3,068 - 135
_____________________________________________________________________________________________________________________________________________
Total $22,691 $46,633 $7,423 $64,626 $1,703 $ (83)
_____________________________________________________________________________________________________________________________________________
34
Old Mutual Asset Allocation Moderate Growth Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/11 Income Gain (Loss)
_____________________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 317 $ - $ (785) $ 4,669 $ 142 $ -
Old Mutual Barrow Hanley Core Bond Fund 900 4,140 842 14,166 618 264
Old Mutual Barrow Hanley Value Fund 540 3,385 2,927 10,551 240 303
Old Mutual Cash Reserves Fund 22,510 22,010 - 500 - -
Old Mutual Copper Rock Emerging Growth Fund 691 - 1,264 4,439 - -
Old Mutual Copper Rock International Small Cap Fund 2,745 - 16 2,761 - -
Old Mutual Dwight Intermediate Fixed Income Fund 206 1,344 6 1,872 72 107
Old Mutual Focused Fund 611 784 (61) 6,688 36 (162)
Old Mutual Heitman REIT Fund 65 4,420 557 1,417 65 1,405
Old Mutual International Equity Fund 538 8,555 (638) 13,286 338 (4,406)
Old Mutual Large Cap Growth Fund 284 8,546 1,296 3,993 34 2,156
Old Mutual TS&W Mid-Cap Value Fund 59 - 123 9,753 58 -
Old Mutual TS&W Small Cap Value Fund 691 2,249 1,935 7,385 - 217
____________________________________________________________________________________________________________________________________________
Total $30,157 $55,433 $7,482 $81,480 $1,603 $ (116)
_____________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 07/31/11 Income Gain (Loss)
_____________________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 516 $ - $ (422) $ 2,823 $ 75 $ -
Old Mutual Barrow Hanley Core Bond Fund 52 1,951 - - 30 32
Old Mutual Barrow Hanley Value Fund 282 1,485 1,285 8,578 192 (475)
Old Mutual Cash Reserves Fund 12,970 12,453 - 517 - -
Old Mutual Copper Rock Emerging Growth Fund - - 1,057 3,119 - -
Old Mutual Copper Rock International Small Cap Fund 2,000 - (11) 1,989 - -
Old Mutual Focused Fund 569 186 (111) 4,603 24 (42)
Old Mutual Heitman REIT Fund 65 3,487 839 2,081 65 1,111
Old Mutual International Equity Fund 516 6,382 (100) 12,448 291 (3,387)
Old Mutual Large Cap Growth Fund 224 4,479 1,160 4,408 24 1,132
Old Mutual TS&W Mid-Cap Value Fund 44 - 774 7,421 44 -
Old Mutual TS&W Small Cap Value Fund - 1,109 1,066 3,602 - 79
_____________________________________________________________________________________________________________________________________________
Total $17,238 $31,532 $5,537 $51,589 $ 745 $(1,550)
_____________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
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.
35
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
ASC 740-10 requires management of the Funds to analyze all open tax years, fiscal years 2007 - 2011 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, 2011, 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, 2011, 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
Net Investment Net Realized
Income Gain
(000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $521 $(521)
Old Mutual Asset Allocation Balanced Portfolio 495 (495)
Old Mutual Asset Allocation Moderate Growth Portfolio 213 (213)
Old Mutual Asset Allocation Growth Portfolio 10 (10)
____________________________________________________________________________________________________________________________________
The tax character of dividends and distributions declared during the years ended July 31, 2011 and 2010 were as follows:
Ordinary
Income Total
(000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio
2011 $1,437 $1,437
2010 1,967 1,967
Old Mutual Asset Allocation Balanced Portfolio
2011 1,392 1,392
2010 2,409 2,409
Old Mutual Asset Allocation Moderate Growth Portfolio
2011 707 707
2010 2,245 2,245
Old Mutual Asset Allocation Growth Portfolio
2011 118 118
2010 1,432 1,432
____________________________________________________________________________________________________________________________________
36
As of July 31, 2011, 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 $ 70 $ (3,027) $- $3,399 $- $ 442
Old Mutual Asset Allocation
Balanced Portfolio 22 (25,529) - 5,660 3 (19,844)
Old Mutual Asset Allocation
Moderate Growth Portfolio 191 (42,375) - 5,510 - (36,674)
Old Mutual Asset Allocation
Growth Portfolio 180 (37,441) - 2,225 2 (35,034)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2010 through July 31, 2011 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, 2011, the following Funds had capital loss carry forwards available to offset future realized gains through the
indicated expiration dates:
2017 2018 2019 Total
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ - $ 2,719 $ 308 $ 3,027
Old Mutual Asset Allocation Balanced Portfolio 1,664 19,063 4,802 25,529
Old Mutual Asset Allocation Moderate Growth Portfolio 5,460 27,787 9,128 42,375
Old Mutual Asset Allocation Growth Portfolio 5,175 21,602 10,664 37,441
____________________________________________________________________________________________________________________________________
Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the "Act"), the Funds will be permitted to carry
forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses
incurred during those future taxable years (beginning August 1, 2011) will be required to be utilized prior to the losses incurred
in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards presented in the table
above may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their
character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.
The Federal tax cost, aggregate gross unrealized appreciation and depreciation of investments held by each Fund at July 31, 2011
were as follows:
Net
Federal Tax Unrealized Unrealized Unrealized
Cost Appreciation Depreciation Appreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $35,780 $3,399 $ - $3,399
Old Mutual Asset Allocation Balanced Portfolio 58,966 5,978 (318) 5,660
Old Mutual Asset Allocation Moderate Growth Portfolio 75,970 6,994 (1,484) 5,510
Old Mutual Asset Allocation Growth Portfolio 49,364 2,870 (645) 2,225
____________________________________________________________________________________________________________________________________
37
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2011
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 which, among other disclosure items, requires the Funds to include disclosures on purchases, sales,
issuances and settlements in the reconciliation of activity in Level 3 fair value measurements. This is effective for interim and
annual reporting periods beginning after December 15, 2010. The Adviser has evaluated the implications of ASU No. 2010-06 and does
not anticipate a material impact on the financial statements.
In May 2011, the FASB issued ASU No. 2011-04 "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs". ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP
and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized
within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value
measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value
measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04
will require reporting entities to make disclosures about amounts and reasons for transfers in and out of Level 1 and Level 2 fair
value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December
15, 2011. The Adviser has evaluated the implications of ASU No. 2011-04 and does not anticipate a material impact on the financial
statements.
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
[PWC LOGO]
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, 2011 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, 2011 by correspondence with the custodian and transfer agent, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
September 22, 2011
....................................................................................................................................
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, CO 80202
T:(720) 931 7000, F: (720) 931 7100, www.pwc.com/us
39
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2011 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2011 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2011, 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 7.43% 11.00% 0.00% 0.01% 0.00%
Old Mutual Asset Allocation Balanced Portfolio 25.05% 38.38% 0.00% 0.01% 0.00%
Old Mutual Asset Allocation Moderate Growth Portfolio 60.08% 91.15% 0.00% 0.03% 0.00%
Old Mutual Asset Allocation Growth Portfolio 52.69% 100.00% 0.00% 0.06% 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, 2011 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. In addition, the most recent list of portfolio holdings is available on the Trust's website at
oldmutualfunds.com.
41
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2011
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, 2011.
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 Account Account Ratios During
Value Value for the Six Six Month Value Value for the Six Six Month
2/01/11 7/31/11 Month Period Period* 2/01/11 7/31/11 Month Period Period*
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class A Old Mutual Asset Allocation Balance Portfolio - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,028.50 0.61% $3.07 Actual Fund Return $1,000.00 $1,026.50 0.39% $1.96
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 Balance Portfolio - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,023.90 1.36 6.82 Actual Fund Return 1,000.00 1,026.60 0.39 1.96
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 1,028.70 0.36 1.81 Actual Fund Return 1,000.00 1,026.80 0.57 2.86
Hypothetical 5% Return 1,000.00 1,023.01 0.36 1.81 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 1,029.60 0.36 1.81 Actual Fund Return 1,000.00 1,023.60 1.32 6.62
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 Balance Portfolio - Class A Old Mutual Asset Allocation Moderate Growth Portfolio - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,025.30 0.64 3.21 Actual Fund Return 1,000.00 1,028.40 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 Balance Portfolio - Class C Old Mutual Asset Allocation Moderate Growth Portfolio - Institutional Class
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return 1,000.00 1,021.60 1.39 6.97 Actual Fund Return 1,000.00 1,027.60 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
2/01/11 7/31/11 Month Period Period*
_________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class A
_________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,024.30 0.57% $2.86
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 1,020.60 1.32 6.61
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 1,025.70 0.32 1.61
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 1,025.70 0.32 1.61
Hypothetical 5% Return 1,000.00 1,023.21 0.32 1.61
_________________________________________________________________________________________
* Expenses are equal to the Fund's annualized expense ratio multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the one-half year
period).
43
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2011 (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, 7th Floor, Denver, Colorado 80237. The Statement of Additional Information includes additional information about the
Trustees and is available, without charge, upon request, by calling 888-772-2888 toll-free.
_________________________________________________________________________________________________________________________________________________________________________________
INDEPENDENT TRUSTEES
_________________________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex 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 20 Chairman of Board and Trustee of
(Age: 55) the Board and Ventures, LLC (investments) since 2003. Old Mutual Funds II since 2010.
Trustee Chairman, Foothills Energy Ventures, Director of TS&W/Claymore
LLC, since 2006. Partner, WillSource Tax-Advantaged Balanced Fund
Enterprise, LLC (oil and gas exploration and Old Mutual/Claymore Long
and production), 2005 to 2006. Short Fund since 2004. Trustee of
Managing Director, High Sierra Energy, Old Mutual Funds III, 2008 - 2009.
LP (holding company of natural resource Chairman, American Midstream
related businesses), 2004 to 2005. Partners, LP since 2011.
Portfolio Manager and Vice President
of Janus Capital Corp., 2000 to 2002.
Senior Analyst and Portfolio Manager,
Marsico Capital Management, 1997
to 1999.
_________________________________________________________________________________________________________________________________________________________________________________
John R. Bartholdson Trustee Since 2004 Retired. Formerly Chief Financial 20 Trustee of ING Clarion Real Estate
(Age: 67) Officer, The Triumph Group, Inc. Income Fund from 2004 to 2009
(manufacturing), 1992 to 2007. and ING Clarion Global Real Estate
Income Fund since 2004. Trustee
of Old Mutual Funds II since 1995.
Trustee of Old Mutual Insurance
Series Fund, 1997-2009, and
Old Mutual Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. Formerly President and Chief 20 Trustee of Old Mutual Funds II since
(Age: 69) Investment Officer, TRW Investment 2010. Director of TS&W/Claymore
Management Company (investment Tax-Advantaged Balanced Fund and
management), 1984 - 2003. Old Mutual/Claymore Long-Short
Fund since 2004. Chairman of the
Board and Trustee of Old Mutual
Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, ING Clarion Real 20 Trustee of Old Mutual Funds II since
(Age: 68) Estate Securities, L.P. (investment 2010. Trustee, Hirtle Callaghan
management), 1998 - present. Trust since 1995; ING Clarion Real
Estate Income Fund from 2004
to 2009; ING Clarion Global Real
Estate Income Fund since 2004; and
ING Clarion since 1998. Trustee of
Old Mutual Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
44
_________________________________________________________________________________________________________________________________________________________________________________
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, June 2008 - 7 Director of Old Mutual Capital, Inc.
(Age: 51) Trustee, present, President, October 2006 - and Trustee of Old Mutual
President, present, and Chief Operating Officer, Investment Partners, and Old Mutual
and Principal October 2006 - June 2008, Old Mutual Fund Services, since 2006; Trustee of
Executive Capital, Inc. President, Chief Financial Old Mutual Funds III, 2008 - 2009.
Officer Officer and Treasurer, Old Mutual Fund
Services, October 2006 - present.
President and Chief Executive Officer,
Scudder family of funds, 2004 -
December 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.** Advisory Since 2006 Chairman - Southeast, Goldman Sachs 20 Total Systems Services, Inc., Equifax,
(Age: 66) Trustee & Co., 2006 - present. Attorney, 1970 Inc., Old Mutual Funds II (Advisory
- 2006, and Chairman , 1999 - 2006, Trustee), since 2010, Old Mutual Funds
King & Spalding LLP (law firm). III (Advisory Trustee), 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
** 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.
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
_________________________________________________________________________________________________________________________________________________________________________________
Position Term of Office
Held with the and Length of Principal Occupation(s)
Name and Age* Trust Time Served** During Past 5 Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters President and Principal Since 2006 Chief Executive Officer, June 2008 - present, President, October 2006 - present,
(Age: 51) Executive Officer and Chief Operating Officer, October 2006 - June 2008, Old Mutual Capital, Inc.
President, Chief Financial Officer and Treasurer, Old Mutual Fund Services, October
2006 - present. President and Chief Executive Officer, Scudder family of funds,
2004 - December 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Principal Since 2006 Vice President, June 2007 - present, Old Mutual Capital, Inc. and Vice President,
(Age: 42) Financial Officer October 2006 - present, Old Mutual Fund Services. Vice President of Portfolio
Accounting, Founders Asset Management LLC, 2000 - February 2006.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Vice President, Chief Compliance Officer Chief Compliance Officer, March 2010 - present, Vice President, January
(Age: 34) Chief Compliance since March 2010; 2010 - present, Regulatory Reporting Manager, August 2006 - present, and
Officer and Assistant Assistant Treasurer Assistant Vice President, January 2009 - January 2010, Old Mutual Fund
Treasurer since 2006 Services. Chief Compliance Officer, March 2010 - present and Vice President,
January 2010 - present, Old Mutual Capital, Inc. Manager, 2004 - July 2006,
PricewaterhouseCoopers LLP.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Vice President and Secretary May 2011 Vice President and General Counsel, May 2011 - present, Vice President and
(Age: 37) Secretary - present; Assistant Associate General Counsel January 2009 - May 2011, and Associate Counsel,
Secretary 2007 - November 2005 - January 2009, Old Mutual Capital, Inc. General Counsel and
May 2011 Secretary, Old Mutual Fund Services, May 2011 - present. Associate Attorney, Hall &
Evans, LLC, 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
* The address for each of the officers of the Trust is 4643 South Ulster Street, Suite 700, Denver, Colorado 80237.
** Each officer of the Trust shall serve until such time as his or her successor is duly elected and qualified.
45
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (Unaudited)
Background
The Board of Trustees (the "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 meeting held on May 18 - 19, 2011, 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 the "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 ("Analytic");
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, 2012. 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 OMCAP 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 meeting, 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, the selection of broker/dealers for those transactions,
and the use of soft dollars; 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. The Board noted that OMCAP's parent company, Old Mutual (US) Holdings, Inc. ("OMUSH"), agreed to support OMCAP's
contractual commitments with the Funds, and will continue to do so during the term of each such contractual commitment.
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. 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 had not realized a profit on any of the Funds. The Board noted that OMCAP has
contractually agreed to limit expenses of the Funds through at least December 31, 2012 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. The Board also
reviewed advisory fee levels compared to other similar investment accounts managed by the Adviser and Sub-Advisers. 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.
Profitability and Financial Resources. The Board reviewed information from OMCAP concerning the costs of the advisory and other
services that OMCAP and its affiliates provide to the Funds and the profitability of OMCAP and its affiliates 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 OMUSH, as well as the financial condition of Old Mutual plc, the ultimate parent of OMCAP and its
affiliates. The Board
46
noted that OMCAP continues to operate at a net loss. 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 again noted that OMUSH agreed to support OMCAP's
contractual commitments with the Funds, and will continue to do so during the term of each such contractual commitment. 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 that ,while contractual advisory fees ranked fifth out of the
eight 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 seventh 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, 2011 ranked seventh out of nine funds in its performance group, the Balanced Portfolio's longer term
performance generally ranked more favorably, with the Balanced Portfolio ranking fifth out of eight funds for the three-year period,
and third out of five 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 that, while the contractual advisory fee ranked fourth
out of the six 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 fifth
out of eight 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, 2011 ranked seventh out of eight funds in its performance group, the Conservative
Portfolio's longer term performance ranked fourth out of seven funds for the three-year period, second out of four funds for the
five-year period, and third out of four funds for the since inception period. It was noted that, due to its higher fixed income
allocation, the Conservative Portfolio generally is 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.
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 that, while the contractual advisory fee ranked fourth out of the five 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 third out of seven 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 the total return performance for the Growth Portfolio for the one-year period ended March 31,
2011 ranked fifth out of seven funds in its performance group, an improvement over the performance ranking for the three- and
five-year periods, with the Growth Portfolio ranking sixth out of seven funds for the three-year period and fourth out of five funds
for the five-year period. The Growth Fund ranked second out of four 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 that, while the contractual advisory fee
ranked sixth out of the eight 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 sixth out of nine 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, 2011 ranked fourth out of nine funds in
its performance group, an improvement over the performance ranking for the three- and five-year periods, with the Moderate Growth
Portfolio ranking seventh out of eight funds for the three-year period and fifth out of five funds for the five-year period. The
Moderate Growth Portfolio ranked second out of four funds for the since inception period.
47
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (Unaudited) - concluded
Analytic Fund. In connection with the approval of the renewal of the Advisory Agreement with OMCAP related to the Old Mutual
Analytic Fund ("Analytic Fund"), the Trustees considered that, while the contractual advisory fee ranked third out of the nine funds
in the expense group, the actual net advisory fee for the Analytic Fund ranked the Fund first out of nine funds, while the Analytic
Fund's total expenses ranked fourth out of nine funds. The Board also considered the Adviser's voluntary ten basis point advisory
fee reduction that went into effect 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, 2011 ranked second out of nine funds in its performance group, an improvement
over the performance ranking for the three-year, five-year, and since inception periods, with the Analytic Fund ranking seventh out
of eight funds for the three-year period and third out of three funds for the five-year and since inception periods.
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 that the contractual advisory fee ranked eighth out of the
eighteen funds in the expense group, and the actual net advisory fee for the Emerging Growth Fund ranked the Fund twelfth out of a
peer group of eighteen funds, while the Emerging Growth Fund's total expenses ranked eighth out of eighteen funds. The Trustees
considered the fact that the total return performance for the Emerging Growth Fund for the one-year period ended March 31, 2011
ranked ninth out of eighteen funds in its performance group, an improvement over the performance ranking for the three-year,
five-year, and since inception periods, with the Emerging Growth Fund ranking eleventh out of sixteen funds for the three-year
period, eleventh out of fifteen funds for the five-year period, and eighth out of fifteen funds for the since inception period.
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 that, while the contractual advisory fee ranked seventh out of
the nine funds in the expense group, the actual net advisory fee for the International Equity Fund ranked the Fund second out of a
peer group of nine funds, while the International Equity Fund's total expenses ranked fourth out of nine funds. The Trustees
considered the fact that the total return performance for the International Equity Fund for the one-year period ended March 31, 2011
ranked first out of nine funds in its performance group, an improvement over the performance ranking for the three-year, five-year,
and since inception periods, with the International Equity Fund ranking eighth out of nine funds for the three-year period and fifth
out of six funds for the five-year and since inception periods.
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 Acadian, Analytic, 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 OMUSH agreed to support OMCAP's contractual commitments with the Funds, and will continue to do so during the term of
each such contractual commitment;
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 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-11-045 09/2011
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
ANNUAL REPORT
July 31, 2011
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) 13
Old Mutual International Equity Fund
Class A (OMXAX), Class Z (OMXZX), Institutional Class (OMXIX) 19
Statements of Assets & Liabilities 30
Statements of Operations 31
Statements of Changes in Net Assets 32
Statement of Cash Flows 34
Financial Highlights 35
Notes to Financial Statements 38
Report of Independent Registered Public Accounting Firm 48
Notice to Shareholders 49
Proxy Voting and Portfolio Holdings 50
Fund Expenses Example 51
Board of Trustees and Officers of the Trust 52
Board Review and Approval of Investment
Management and Sub-Advisory Agreements 54
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 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.
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, 2011, 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, 2011 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 unmanaged Citigroup 3-month Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to
market. The 3-month Treasury Bill Index consists of the last three 3-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 June 2011, the MSCI EAFE Index consisted of the following 26
developed market country indexes: Australia, Austria, China, Cyprus, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong,
Ireland, Israel, Italy, Japan, Luxembourg, Mexico, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland, and the United Kingdom.
Russell 2500™ Growth Index
The unmanaged 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 that measures the performance of U.S. large-cap
common stocks across all major industries.
Index returns and statistical data included in this report are provided by Bloomberg and FactSet.
2
MESSAGE TO SHAREHOLDERS
Dear Shareholder:
A little over a year ago, correlations spiked significantly, making stock picking quite difficult in the short term. It wasn't until
September of 2010 that stock picking was rewarded again. A year later, the markets continue to face short-term volatility. Some
speculate it is partially caused by the massive amount of news flooding the multi-faceted media at the rapid pace to which we are
now accustomed.
During the course of the past twelve months, there have been few economic bright spots; however, investors have continued to
oscillate between optimism and pessimism. Political turmoil in the Middle East, debt concerns in the Eurozone, an earthquake and
tsunami in Japan, and political gridlock in the U.S. over the debt ceiling have all contributed to volatility and fluctuations in
global markets. Despite all of these uncertainties, caution has prevailed and investors now appear more focused on stock
fundamentals and are favoring higher quality companies with better earnings profiles, as opposed to the riskier assets that
attracted investors during several periods over the last two years.
As we head into the last half of the year, the markets may well remain jittery and we will likely experience more volatility, but
Old Mutual Capital and the sub-advisers to your Funds will closely monitor and evaluate the economic environment to best manage the
money with which you have entrusted us. 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, 2011, Class A shares of the Old Mutual Analytic Fund returned 13.75% at net asset value,
while the S&P 500 returned 19.65% and the Citigroup 3-month Treasury Bill Index returned 0.13%.
o Option positions detracted from the overall performance of the Fund for the period but continued to lower overall Fund risk.
o Sectors that detracted from performance included consumer discretionary, industrials and utilities. Information technology,
health care and telecommunications services were among the sectors that contributed positively to performance.
o Long positions in Apple, Marathon Oil (no longer a Fund holding) and Netflix were among the top contributors for the period.
o Among the top detractors for the period were a long position in SUPERVALU (no longer a Fund holding) and short positions in
Liberty Media (no longer a Fund holding) and Ciena.
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, Class A shares of the Old Mutual Analytic Fund (the "Fund") returned 13.75% at net
asset value, while the S&P 500 returned 19.65% and the Citigroup 3-month Treasury Bill Index returned 0.13%. Performance for
all share classes can be found on page 6.
Q. What investment environment did the Fund face during the past year?
A. The nearly double-digit returns posted by the majority of global equity markets during the beginning of the fiscal year
obscured the underlying volatility that market participants were experiencing. There was a sharp shift during the month of
August 2010, which was largely reversed before the end of the third quarter of 2010, continuing the tendency for shifts in
market sentiment, which occur when markets are struggling to handicap the strength and persistence of a sluggish economy.
Central banks around the world - including those in Japan, Europe and the U.S. - responded to the shift by addressing the fact
that they were committed to a second round of monetary easing measures. Investors then focused on the potential for growth in
2011 and began bidding up riskier stocks, which drove the markets up in a December rally that was aided by President Obama's
announcement to extend the Bush-era tax rates.
During the first quarter of 2011, excluding the month-end escalation in January due to the turmoil in Egypt, volatility
continued to decline on the back of positive economic news and earnings growth. However, the term "risk on/risk off" dominated
once again, with stocks moving in response to macro events and rising and falling as investors appeared to become concerned
about economic growth, turmoil in the Middle East, European debt issues, and the impact of Japan's earthquake. After positive
gains in April 2011, the market dwindled down to negative territory, as job growth continued to struggle and consumer
confidence started waning. Concerns over the impending Greek default and its possible repercussions in the global banking
system weighed heavily on U.S. markets and caused global markets to decline over the course of May and June. Markets eventually
picked up in July, after European Union leaders promised to help Greece - provided that the Greek parliament enacts certain
austerity measures.
Q. Which market factors influenced the Fund's relative performance?
A. The equity portion of the Fund added to total return during the fiscal period, but was flat relative to the S&P 500.
Overweight exposures to certain factors, such as price momentum and relative earnings yield, performed well, as did an
overweight to predicted earnings-to-price ratios. In addition, negative exposures to companies with above-average projected
earnings growth and attractive Consumer Price Index beta contributed positively to performance for the period, as investors
penalized these characteristics. Positive exposure to companies with above-average return on equity and attractive profit
margins detracted from performance for the period, as investors penalized these measures. Negative exposure to companies with
high sales-per-share volatility and growth in market also dampened performance, as investors rewarded these measures.
Option positions detracted from the overall performance of the Fund for the period, as the market continued to climb, but the
positions continued to lower the overall risk of the Fund. While calls written on the S&P 500 and the AMEX Natural Gas Index
added value, they were not able to overcome the performance of calls written on the S&P 100, S&P Small Cap 600 Index and
Russell 2000 Index, which subtracted value during the fiscal period.
The global asset allocation overlay portion of the Fund was removed in September 2010. This component added value for the
months it was implemented during the period.
Analytic Fund
4
Q. How did portfolio composition affect Fund performance?
A. Sectors that detracted from performance included consumer discretionary, industrials and utilities. Information technology,
health care and telecommunications services were among the sectors that contributed positively to performance.
Long positions in Apple, Marathon Oil (no longer a Fund holding) and Netflix were among the top contributors for the period.
Apple, a designer and manufacturer of computer hardware and software, saw its shares climb as the computer giant began offering
new versions of its MacBook Air laptops and released a new version of the Mac mini. The company also benefited from
anticipation surrounding new versions of its iPad and iPhone, which are expected to be released later in 2011. Marathon Oil, an
oil exploration and production company, experienced an increase in share price on an announcement during the middle of the
period that it would be splitting off its refinery and pipeline operations into a separate stand-alone company. Netflix, an
Internet subscription service that streams television shows and movies, contributed positively following the company's
expansion into Canada, and also as a result of news that in late 2011 it will be launching its service in over 40 countries,
including countries in South and Central America, as well as the Caribbean.
Among the top detractors for the period were a long position in SUPERVALU (no longer a Fund holding) and short positions in
Liberty Media (no longer a Fund holding) and Ciena. SUPERVALU, a supermarket operator, saw its shares fall on news that the
company, which owns large supermarket chains like Albertsons and Shaws, reported an eleventh straight quarter of declining
same-store sales. Liberty Media, 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. Liberty Entertainment is now a wholly owned subsidiary of
DIRECTV (Holdings), a new public holding company. Ciena, a provider of communications networking equipment, software and
services, experienced an increase in share price after an announcement that Russian telecommunications operator FORATEC
selected Ciena to aid in building out telecommunications within Russia's Urals region.
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.
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 price momentum, while moving away from companies with above-average Consumer Price Index
beta.
Analytic's process is based on the fundamental belief that there is persistency in the types of characteristics investors
prefer. If this holds going forward, Analytic believes the Fund should benefit from being properly positioned toward stocks
with characteristics favored by investors.
Top Ten Holdings
as of July 31, 2011*
Apple 5.3%
___________________________________________________________________________________
Chevron 4.0%
___________________________________________________________________________________
Wells Fargo 3.2%
___________________________________________________________________________________
AT&T 3.1%
___________________________________________________________________________________
ConocoPhillips 3.1%
___________________________________________________________________________________
Amgen 2.7%
___________________________________________________________________________________
Cardinal Health 2.5%
___________________________________________________________________________________
Ford Motor Company 2.4%
___________________________________________________________________________________
Lockheed Martin 2.3%
___________________________________________________________________________________
Coca-Cola Enterprises 2.3%
___________________________________________________________________________________
As a % of Total
Fund Investments 30.9%
___________________________________________________________________________________
* 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, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized Annualized
Inception 1 Year 5 Year 10 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 03/31/05 7.21% (4.79)% n/a (2.00)%
Class A without load 03/31/05 13.75% (3.65)% n/a (1.08)%
Class C with load 03/31/05 11.92% (4.35)% n/a (1.80)%
Class C without load 03/31/05 12.92% (4.35)% n/a (1.80)%
Class Z 07/01/78 14.16% (3.40)% 1.52% 8.48% (1)
Institutional Class 12/09/05 (2) 14.04% (3.40)% n/a (2.62)%
S&P 500 07/01/78 19.65% 2.39% 2.61% 11.42%
Citigroup 3-month Treasury Bill Index 07/01/78 0.13% 1.78% 1.98% 5.58%
____________________________________________________________________________________________________________________________________
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 total annual operating expenses after fee waivers and/or expense reimbursement you may pay as an investor in the Fund's
Class A, Class C, Class Z and Institutional Class shares (as reported in the November 23, 2010 prospectus) are 2.18% and 1.79%;
2.82% and 2.54%; 1.59% and 1.53%; and 2.75% and 1.42%, 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 | |
| 7/31/01 | 10,000 | 10,000 | 10,000 | |
| 7/31/02 | 8,744 | 7,637 | 10,229 | |
| 7/31/03 | 9,413 | 8,450 | 10,367 | |
| 7/31/04 | 10,789 | 9,563 | 10,467 | |
| 7/31/05 | 13,268 | 10,907 | 10,697 | |
| 7/31/06 | 13,820 | 11,494 | 11,136 | |
| 7/31/07 | 15,248 | 13,348 | 11,700 | |
| 7/31/08 | 13,348 | 11,867 | 12,057 | |
| 7/31/09 | 9,782 | 9,498 | 12,135 | |
| 7/31/10 | 10,185 | 10,813 | 12,150 | |
| 7/31/11 | 11,627 | 12,938 | 12,165 | |
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, 2001 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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Information Technology | 20.2 | % | |
| Financials | 13.9 | % | |
| Energy | 12.5 | % | |
| Health Care | 12.3 | % | |
| Consumer Discretionary | 11.6 | % | |
| Industrials | 9.8 | % | |
| Consumer Staples | 8.7 | % | |
| Utilities | 3.7 | % | |
| Telecommunications Services | 3.5 | % | |
| Materials | 3.1 | % | |
| Cash Equivalents | 0.7 | % | |
* Sector weightings include only long positions.
6
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 122.3% Chemicals-Diversified - 2.2%
Aerospace/Defense - 2.8% Dow Chemical 1,119 $ 39
Lockheed Martin (B) 25,299 $ 1,916 E.I. du Pont de Nemours (B) 14,738 758
___________ LyondellBasell Industries, Cl A 17,441 688
___________
Total Aerospace/Defense 1,916
_____________________________________________________________________ Total Chemicals-Diversified 1,485
_____________________________________________________________________
Agricultural Operations - 0.6%
Bunge 6,233 429 Commercial Banks-Eastern US - 0.1%
___________ M&T Bank 1,236 107
___________
Total Agricultural Operations 429
_____________________________________________________________________ Total Commercial Banks-Eastern US 107
_____________________________________________________________________
Airlines - 1.1%
Southwest Airlines 33,508 334 Commercial Services-Finance - 1.0%
United Continental Holdings* 22,870 414 Western Union 36,651 711
___________ ___________
Total Airlines 748 Total Commercial Services-Finance 711
_____________________________________________________________________ _____________________________________________________________________
Applications Software - 0.1% Computer Aided Design - 0.9%
Microsoft (B) 3,162 87 Autodesk* 18,131 624
___________ ___________
Total Applications Software 87 Total Computer Aided Design 624
_____________________________________________________________________ _____________________________________________________________________
Auto/Truck Parts & Equipment-Original - 1.2% Computer Services - 3.7%
TRW Automotive Holdings* (B) 16,620 839 Cognizant Technology Solutions, Cl A* (B) 22,025 1,539
___________ International Business Machines (B) 5,579 1,014
___________
Total Auto/Truck Parts & Equipment-Original 839
_____________________________________________________________________ Total Computer Services 2,553
_____________________________________________________________________
Auto-Cars/Light Trucks - 3.0%
Ford Motor Company* (B) 165,453 2,020 Computers - 6.5%
___________ Apple* (B) 11,408 4,455
___________
Total Auto-Cars/Light Trucks 2,020
_____________________________________________________________________ Total Computers 4,455
_____________________________________________________________________
Beverages-Non-Alcoholic - 3.3%
Coca-Cola 5,524 375 Computers-Memory Devices - 1.6%
Coca-Cola Enterprises (B) 67,689 1,903 NetApp* 22,558 1,072
___________ ___________
Total Beverages-Non-Alcoholic 2,278 Total Computers-Memory Devices 1,072
_____________________________________________________________________ _____________________________________________________________________
Beverages-Wine/Spirits - 0.2% Cruise Lines - 0.6%
Constellation Brands, Cl A* 6,607 135 Royal Caribbean Cruises* 13,412 411
___________ ___________
Total Beverages-Wine/Spirits 135 Total Cruise Lines 411
_____________________________________________________________________ _____________________________________________________________________
Building & Construction Products-Miscellaneous - 0.5% Distribution/Wholesale - 1.5%
Owens Corning* 9,453 336 Fossil* 3,732 469
___________ WESCO International* 11,249 570
___________
Total Building & Construction Products-Miscellaneous 336
_____________________________________________________________________ Total Distribution/Wholesale 1,039
_____________________________________________________________________
Building-Heavy Construction - 0.8%
Chicago Bridge & Iron, Cl Y 12,628 521 Diversified Banking Institutions - 3.3%
___________ Citigroup (B) 28,378 1,088
JPMorgan Chase (B) 29,046 1,175
Total Building-Heavy Construction 521 ___________
_____________________________________________________________________
Total Diversified Banking Institutions 2,263
Cable TV - 0.5% _____________________________________________________________________
Charter Communications, Cl A* 333 18
DIRECTV, Cl A* 6,801 345 Diversified Manufacturing Operations - 1.9%
___________ Eaton 17,295 829
General Electric 20,211 362
Total Cable TV 363 Parker Hannifin 1,134 90
_____________________________________________________________________ ___________
Cellular Telecommunications - 0.5% Total Diversified Manufacturing Operations 1,281
MetroPCS Communications* (B) 20,393 332 _____________________________________________________________________
___________
Total Cellular Telecommunications 332
_____________________________________________________________________
7
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Diversified Operations - 0.9% Finance-Other Services - 0.3%
Leucadia National* 17,389 $ 585 NASDAQ OMX Group* 5,659 $ 136
___________ NYSE Euronext 1,612 54
___________
Total Diversified Operations 585
_____________________________________________________________________ Total Finance-Other Services 190
_____________________________________________________________________
E-Commerce/Services - 4.4%
eBay* (B) 41,331 1,353 Financial Guarantee Insurance - 0.5%
Netflix* 127 34 Assured Guaranty 4,142 59
priceline.com* (B) 2,976 1,600 MBIA* 29,881 275
___________ ___________
Total E-Commerce/Services 2,987 Total Financial Guarantee Insurance 334
_____________________________________________________________________ _____________________________________________________________________
Electric Products-Miscellaneous - 0.0% Food-Meat Products - 1.2%
Molex 713 17 Smithfield Foods* 30,597 674
___________ Tyson Foods, Cl A (B) 9,062 159
___________
Total Electric Products-Miscellaneous 17
_____________________________________________________________________ Total Food-Meat Products 833
_____________________________________________________________________
Electric-Generation - 0.1%
AES* 3,894 48 Food-Retail - 0.6%
___________ Whole Foods Market 5,950 397
�� ___________
Total Electric-Generation 48
_____________________________________________________________________ Total Food-Retail 397
_____________________________________________________________________
Electric-Integrated - 4.5%
CMS Energy 52,787 1,010 Gold Mining - 0.0%
Constellation Energy Group 220 9 Newmont Mining 662 37
Entergy 11,151 745 ___________
FirstEnergy 15,195 678
Progress Energy 1,011 47 Total Gold Mining 37
Westar Energy 21,458 554 _____________________________________________________________________
___________
Investment Companies - 0.0%
Total Electric-Integrated 3,043 Ares Capital 2,292 37
_____________________________________________________________________ ___________
Electronic Components-Miscellaneous - 2.1% Total Investment Companies 37
Jabil Circuit (B) 8,528 156 _____________________________________________________________________
Vishay Intertechnology* (B) 91,458 1,260
___________ Investment Management/Advisory Services - 0.9%
BlackRock 3,509 626
Total Electronic Components-Miscellaneous 1,416 ___________
_____________________________________________________________________
Total Investment Management/Advisory Services 626
Electronic Components-Semiconductors - 2.1% _____________________________________________________________________
Fairchild Semiconductor International, Cl A* (B) 57,763 867
Intel (B) 24,397 545 Machinery-Construction & Mining - 0.4%
___________ Caterpillar 2,835 280
___________
Total Electronic Components-Semiconductors 1,412
_____________________________________________________________________ Total Machinery-Construction & Mining 280
_____________________________________________________________________
Electronic Parts Distribution - 2.0%
Arrow Electronics* (B) 38,594 1,341 Medical Products - 2.8%
___________ Covidien 6,143 312
Johnson & Johnson (B) 24,863 1,611
Total Electronic Parts Distribution 1,341 ___________
_____________________________________________________________________
Total Medical Products 1,923
Engineering/R&D Services - 0.9% _____________________________________________________________________
URS* (B) 15,134 618
___________ Medical-Biomedical/Genetics - 5.7%
Alexion Pharmaceuticals* 3,878 220
Total Engineering/R&D Services 618 Amgen* (B) 41,155 2,251
_____________________________________________________________________ Biogen Idec* (B) 9,864 1,005
Gilead Sciences* 9,729 412
Enterprise Software/Services - 1.0% ___________
Oracle 22,577 690
___________ Total Medical-Biomedical/Genetics 3,888
_____________________________________________________________________
Total Enterprise Software/Services 690
_____________________________________________________________________ Medical-Drugs - 0.4%
Pfizer 14,536 280
Finance-Credit Card - 0.5% ___________
Discover Financial Services 12,935 331
___________ Total Medical-Drugs 280
_____________________________________________________________________
Total Finance-Credit Card 331
_____________________________________________________________________ Medical-Generic Drugs - 0.1%
Mylan* 2,606 59
___________
Total Medical-Generic Drugs 59
_____________________________________________________________________
8
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Medical-HMO - 0.7% REITs-Office Property - 1.3%
UnitedHealth Group (B) 9,046 $ 449 SL Green Realty 11,186 $ 917
___________ ___________
Total Medical-HMO 449 Total REITs-Office Property 917
_____________________________________________________________________ _____________________________________________________________________
Medical-Wholesale Drug Distributors - 5.5% Rental Auto/Equipment - 0.0%
AmerisourceBergen (B) 43,081 1,650 Aaron's 702 18
Cardinal Health (B) 47,437 2,076 ___________
McKesson 131 �� 11
___________ Total Rental Auto/Equipment 18
_____________________________________________________________________
Total Medical-Wholesale Drug Distributors 3,737
_____________________________________________________________________ Retail-Computer Equipment - 1.1%
Gamestop, Cl A* 33,447 789
Metal-Copper - 1.6% ___________
Freeport-McMoRan Copper & Gold (B) 21,027 1,114
___________ Total Retail-Computer Equipment 789
_____________________________________________________________________
Total Metal-Copper 1,114
_____________________________________________________________________ Retail-Consumer Electronics - 0.0%
Best Buy (B) 1,191 33
Multimedia - 2.5% ___________
Viacom, Cl B (B) 34,649 1,678
___________ Total Retail-Consumer Electronics 33
_____________________________________________________________________
Total Multimedia 1,678
_____________________________________________________________________ Retail-Regional Department Store - 0.5%
Dillard's, Cl A 5,350 301
Non-Hazardous Waste Disposal - 0.9% Macy's 1,260 36
Waste Management 18,844 593 ___________
___________
Total Retail-Regional Department Store 337
Total Non-Hazardous Waste Disposal 593 _____________________________________________________________________
_____________________________________________________________________
Retail-Restaurants - 0.1%
Oil & Gas Drilling - 0.7% Chipotle Mexican Grill, Cl A* 272 88
Patterson-UTI Energy (B) 13,822 450 ___________
___________
Total Retail-Restaurants 88
Total Oil & Gas Drilling 450 _____________________________________________________________________
_____________________________________________________________________
Retail-Sporting Goods - 0.2%
Oil Companies-Exploration & Production - 0.3% Dick's Sporting Goods* 3,432 127
Apache (B) 1,636 202 ___________
___________
Total Retail-Sporting Goods 127
Total Oil Companies-Exploration & Production 202 _____________________________________________________________________
_____________________________________________________________________
Semiconductor Components-Integrated Circuits - 0.5%
Oil Companies-Integrated - 13.0% Analog Devices 10,228 352
Chevron (B) 32,000 3,329 ___________
ConocoPhillips (B) 36,003 2,592
Exxon Mobil 3,657 292 Total Semiconductor Components-Integrated Circuits 352
Marathon Petroleum* (B) 31,424 1,376 _____________________________________________________________________
Murphy Oil (B) 20,495 1,316
___________ Super-Regional Banks-US - 7.4%
Capital One Financial (B) 31,177 1,490
Total Oil Companies-Integrated 8,905 Huntington Bancshares 107,037 647
_____________________________________________________________________ US Bancorp 9,903 258
Wells Fargo (B) 96,206 2,688
Oil Refining & Marketing - 1.3% ___________
Tesoro* 13,415 326
Valero Energy 21,526 541 Total Super-Regional Banks-US 5,083
___________ _____________________________________________________________________
Total Oil Refining & Marketing 867 Telecommunications Services - 1.4%
_____________________________________________________________________ Virgin Media (B) 36,100 955
___________
Property/Casualty Insurance - 0.7%
Arch Capital Group* 11,773 398 Total Telecommunications Services 955
Travelers (B) 1,344 74 _____________________________________________________________________
___________
Telephone-Integrated - 3.9%
Total Property/Casualty Insurance 472 AT&T (B) 90,099 2,636
_____________________________________________________________________ ___________
Real Estate Operation/Development - 0.3% Total Telephone-Integrated 2,636
Forest City Enterprises, Cl A* 9,847 177 ____________________________________________________________________
___________
Tobacco - 3.9%
Total Real Estate Operation/Development 177 Lorillard (B) 9,826 1,044
_____________________________________________________________________ Philip Morris International (B) 22,932 1,632
___________
REITs-Diversified - 0.9%
Weyerhaeuser (B) 29,751 595 Total Tobacco 2,676
___________ _____________________________________________________________________
Total REITs-Diversified 595
_____________________________________________________________________
9
OLD MUTUAL ANALYTIC FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Transportation-Services - 2.0% Diversified Banking Institution - (0.4)%
FedEx (B) 15,623 $ 1,357 Morgan Stanley (11,241) $ (250)
___________ ___________
Total Transportation-Services 1,357 Total Diversified Banking Institution (250)
_____________________________________________________________________ _____________________________________________________________________
Vitamins & Nutrition Products - 0.9% Electronic Components-Semiconductors - (2.3)%
Herbalife 10,775 600 Cree* (26,334) (865)
___________ Intersil, Cl A (41,897) (505)
Rambus* (14,251) (198)
Total Vitamins & Nutrition Products 600 ___________
_____________________________________________________________________
Total Electronic Components-Semiconductors (1,568)
Web Portals/ISP - 1.3% _____________________________________________________________________
Google, Cl A* 1,424 860
___________ Hotels & Motels - (0.4)%
Choice Hotels International (9,418) (287)
Total Web Portals/ISP 860 ___________
_____________________________________________________________________
Total Hotels & Motels (287)
Wireless Equipment - 0.1% _____________________________________________________________________
Qualcomm 762 42
___________ Medical Instruments - (0.7)%
Thoratec* (13,954) (470)
Total Wireless Equipment 42 ___________
___________
Total Medical Instruments (470)
Total Common Stock (Cost $78,035) 83,486 _____________________________________________________________________
_____________________________________________________________________
Medical-Biomedical/Genetics - (2.2)%
Affiliated Mutual Fund - 0.9% Dendreon* (18,859) (696)
Old Mutual Cash Reserves Fund, Human Genome Sciences* (38,250) (804)
Institutional Class, 0.00% (A) 594,282 594 ___________
___________
Total Medical-Biomedical/Genetics (1,500)
Total Affiliated Mutual Fund (Cost $594) 594 _____________________________________________________________________
_____________________________________________________________________
Multi-line Insurance - (0.6)%
Total Investments - 123.2% (Cost $78,629) 84,080 Genworth Financial, Cl A* (46,395) (386)
_____________________________________________________________________ ___________
Securities Sold Short - (20.5)% Total Multi-line Insurance (386)
Auto-Cars/Light Trucks - (1.2)% _____________________________________________________________________
Tesla Motors* (28,656) (807)
___________ Oil Companies-Exploration & Production - (2.6)%
Forest Oil* (34,738) (903)
Total Auto-Cars/Light Trucks (807) Range Resources (13,313) (868)
_____________________________________________________________________ ___________
Auto-Medium & Heavy Duty Trucks - (0.1)% Total Oil Companies-Exploration & Production (1,771)
Oshkosh* (3,442) (85) _____________________________________________________________________
___________
Pipelines - (1.6)%
Total Auto-Medium & Heavy Duty Trucks (85) Spectra Energy (41,345) (1,117)
_____________________________________________________________________ ___________
Beverages-Wine/Spirits - (0.1)% Total Pipelines (1,117)
Central European Distribution* (8,442) (82) _____________________________________________________________________
___________
REITs-Office Property - (0.8)%
Total Beverages-Wine/Spirits (82) Douglas Emmett (27,905) (558)
_____________________________________________________________________ ___________
Building-Residential/Commercial - (1.9)% Total REITs-Office Property (558)
MDC Holdings (57,566) (1,302) _____________________________________________________________________
___________
S&L/Thrifts-Eastern US - (1.7)%
Total Building-Residential/Commercial (1,302) Hudson City Bancorp (143,903) (1,187)
_____________________________________________________________________ ___________
Cellular Telecommunications - (0.8)% Total S&L/Thrifts-Eastern US (1,187)
Leap Wireless International* (38,435) (517) _____________________________________________________________________
___________
Telecommunications Equipment - (0.6)%
Total Cellular Telecommunications (517) Tellabs (90,638) (375)
_____________________________________________________________________ ___________
Commercial Services - (0.2)% Total Telecommunications Equipment (375)
Iron Mountain (5,213) (165) _____________________________________________________________________
___________
Telecommunications Equipment-Fiber Optics - (0.3)%
Total Commercial Services (165) Ciena* (15,335) (237)
_____________________________________________________________________ ___________
Computers-Integrated Systems - (0.6)% Total Telecommunications Equipment-Fiber Optics (237)
Diebold (12,756) (386) _____________________________________________________________________
___________
Total Computers-Integrated Systems (386)
_____________________________________________________________________
10
_____________________________________________________________________
Shares/
Description Contracts Value (000)
_____________________________________________________________________
Television - (0.7)%
Central European Media Enterprises, Cl A* (25,624) $ (490)
___________
Total Television (490)
_____________________________________________________________________
Theaters - (0.7)%
Regal Entertainment Group, Cl A (36,641) (469)
___________
Total Theaters (469)
___________
Total Securities Sold Short
(Proceeds received $(14,703)) (14,009)
_____________________________________________________________________
Written Option Contracts - (2.8)%
Call Options - (2.7)%
Russell 2000 Index
August 2011, 100 Call
Strike Price: $810 (40) (60)
S&P 100 Index
August 2011, 100 Call
Strike Price: $565 (625) (1,625)
S&P 400 MidCap Index
August 2011, 100 Call
Strike Price: $940 (30) (84)
S&P 500 Index
August 2011, 100 Call
Strike Price: $395 (180) (13)
S&P 600 Index
August 2011, 100 Call
Strike Price: $440 (45) (23)
___________
Total Call Options (1,805)
_____________________________________________________________________
Put Option - (0.1)%
S&P 500 Index
August 2011, 100 Put
Strike Price: $310 (15) (58)
___________
Total Put Option (58)
___________
Total Written Option Contracts
(Proceeds received $(2,095)) (1,863)
_____________________________________________________________________
Other Assets and Liabilities, Net - 0.1% 53
_____________________________________________________________________
Total Net Assets - 100.0% $ 68,261
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to page 28.
11
OLD MUTUAL ANALYTIC FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
Other Information:
The Old Mutual Analytic Fund invested in various derivative instruments during the year ended July 31, 2011. 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 values and the location of derivative instruments on the Statements of Assets and Liabilities as of July 31, 2011 by risk
category are as follows (000):
Liability Derivatives
_______________________________________________________
Derivatives not designated as hedging instruments,
carried at fair value Fair Value
____________________________________________________________________________________________________________________________________
Equity contracts Written Option
Contracts, at Value $(1,863)
__________
Total $(1,863)
__________
The effects of derivative instruments on the Statement of Operations for the year ended July 31, 2011 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 $216 $ - $(209) $(3,585) $(3,578)
Foreign exchange contracts - 6 - - 6
_______ ______ _______ ________ _________
Total $216 $ 6 $(209) $(3,585) $(3,572)
_______ ______ _______ ________ _________
Changes in Unrealized Appreciation (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 $78 $ - $40 $646 $ 764
Foreign exchange contracts - 107 - - 107
_______ ______ _______ ________ _________
Total $78 $107 $40 $646 $ 871
_______ ______ _______ ________ _________
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, 2011 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $ 83,486 $ - $ - $ 83,486
Affiliated Mutual Fund 594 - - 594
Securities Sold Short
Securities Sold Short (14,009) - - (14,009)
Other Financial Instruments
Written Option Contracts (1,863) - - (1,863)
____________________________________________________________________________________________________________________________________
Total Investments $ 68,208 $ - $ - $ 68,208
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
12
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Copper Rock Capital Partners, LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, the Old Mutual Copper Rock Emerging Growth Fund (the "Fund") outperformed its
benchmark, the Russell 2500 Growth Index (the "Index"). The Fund's Class A shares posted a 41.40% return at net asset value versus
a 30.39% return for the Index. Performance for all share classes can be found on page 15.
Q. What investment environment did the Fund face during the past year?
A. Over the past fiscal year the markets remained relatively volatile, though not as pronounced as the levels of volatility seen
in 2008 and early 2010. By the beginning of the fourth quarter of 2010, correlations began falling and markets started to
reward stocks with good earnings. The global economic picture appeared more stable by the end of 2010, but the first and second
quarters of 2011 left investors with lingering concerns over the stability of the U.S. economy, along with a seemingly deep
fear of another global recession. Political turmoil in the Middle East impacted the markets during the first quarter of 2011,
driving oil prices to three-year highs and rekindling fears of inflation on a global basis. The markets, however, appeared to
generally absorb these fears by responding positively to the stimulus created by low interest rates supported by the U. S.
Federal Reserve Board. The global markets were then roiled by the earthquake and tsunami in Japan in March 2011. Despite these
conditions, investors appeared increasingly willing to take on more risk and small-capitalization stocks rallied strongly, once
again led by strong fundamentals.
Economic volatility resurfaced strongly in April 2011, however, as U.S. investors grew more anxious about an impending reversal
in the economy. Throughout much of the second quarter of 2011, the familiar "risk-on/risk-off" trading perpetuated the market in
response to the impact of global news, disappointing employment figures, and the general economic outlook in the U.S. As a
result, growth sectors like technology lagged, and traditional defensive sectors like consumer staples, utilities, and
telecommunications led the market's return. A swift decline in oil prices also hurt the energy sector, in aggregate, but gave
some much-needed relief to consumers.
The start of the third quarter of 2011 was no different. The contentious debate over the U. S. government's ability to reach an
agreement on the debt ceiling, weak employment figures, and more sovereign credit concerns in Europe erased many of the market's
recent gains.
Q. Which market factors influenced the Fund's relative performance?
A. Over the fiscal year ended July 31, 2011, the Fund outperformed the Index by a wide margin due to strong stock selection
broadly across the portfolio. Contribution was particularly positive from a handful of consumer staples, health care and
consumer discretionary holdings. Performance in the information technology sector was strong at the end of 2010, but the sector
lagged both the Index and the Fund during 2011.
Q. How did portfolio composition affect Fund performance?
A. The consumer discretionary, health care and industrials sectors contributed most positively to performance, while stock
selection in the telecommunications services, materials and information technology sectors detracted the most from performance.
Green Mountain Coffee Roasters, Lululemon Athletica and Shutterfly were among the top contributors for the period. Green
Mountain Coffee Roasters, a specialty coffee and coffeemaker business, has held steady for several quarters, and solid
fundamentals and earnings were rewarded during the period. The company reported a strong 2010 holiday quarter, with
better-than-expected brewer and K-cup sales. The report was followed by the company signing a distribution agreement with
Dunkin' Donuts and then a partnership agreement with Starbucks, both of which are anticipated to be highly incremental to sales.
Lululemon Athletica, a designer and retailer of athletic apparel, continued to demonstrate strong sales momentum and revenue
growth for the annual period ending April 2011. Shutterfly, an online marketplace to share, print and preserve digital photos,
contributed to performance during the fiscal period. Shutterfly also offers users the ability to customize prints, design
greeting cards, photo books and other similar products, and commands a growing leadership position. Almost 50% of the company's
business generally occurs in the final quarter of the year due to the holiday season,
Performance Highlights
o For the fiscal year ended July 31, 2011, the Old Mutual Copper Rock Emerging Growth Fund outperformed its benchmark, the
Russell 2500 Growth Index. The Fund's Class A shares posted a 41.40% return at net asset value versus a 30.39% return for the
Index.
o The consumer discretionary, health care and industrials sectors contributed most positively to performance, while stock
selection in the telecommunications services, materials and information technology sectors detracted the most from performance.
o Green Mountain Coffee Roasters, Lululemon Athletica and Shutterfly were among the top contributors for the period.
o DG FastChannel, GSI Commerce and Sykes Enterprises (all of which are no longer Fund holdings) were among the top detractors
for the period.
Copper Rock Emerging Growth Fund
13
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, 2011
Green Mountain
Coffee Roasters 3.7%
___________________________________________________________________________________
Cooper 3.4%
___________________________________________________________________________________
SXC Health Solutions 2.4%
___________________________________________________________________________________
Rovi 2.2%
___________________________________________________________________________________
Fossil 2.0%
___________________________________________________________________________________
athenahealth 1.9%
___________________________________________________________________________________
Roper Industries 1.9%
___________________________________________________________________________________
Abercrombie & Fitch, Cl A 1.9%
___________________________________________________________________________________
Albemarle 1.9%
___________________________________________________________________________________
AMETEK 1.9%
___________________________________________________________________________________
As a % of Total
Fund Investments 23.2%
___________________________________________________________________________________
and, as a result, it reported very strong 2010 fourth-quarter results and better-than-consensus guidance for 2011. In
addition, Shutterfly announced the acquisition of the high-end private company, TinyPrints.com, which Copper Rock Capital
Partners, LLC ("Copper Rock"), the Fund's sub-adviser, expects to be moderately accretive.
DG FastChannel, GSI Commerce and Sykes Enterprises (all of which are no longer Fund holdings) were among the top detractors for
the period. DG FastChannel, a provider of digital technology services, pre-announced negative third-quarter results at the end
of August 2010, just three weeks after reporting very strong second-quarter results. Copper Rock expected similar strong
results for the third quarter, so this pre-announcement was surprising. Copper Rock exited the stock, as the Fund's investment
thesis was broken, but the stock's extreme performance in this short period impacted the Fund over the fiscal year. GSI
Commerce, an e-commerce and interactive marketing services provider, acquired Rue La La, a private sale business, which was
growing rapidly and was different than GSI Commerce's core e-commerce business. GSI Commerce's core e-commerce business continued
to perform better than expected, although the Rue La La business grew slightly below Copper Rock's expectations and had higher
associated expenses than anticipated. As a result, Copper Rock's earnings forecasts started to come down despite good
performance from the e-commerce business line and Copper Rock exited the stock. Subsequent to the sale of the stock, eBay
purchased the e-commerce portion of GSI Commerce but did not acquire the Rue La La business line. Sykes Enterprises, a provider
of outsourced customer contact management solutions, detracted from performance. Sykes Enterprises lowered guidance amidst
weakness from its business operations outside the U.S., as regions like Europe continued to face economic pressure and
uncertainty over a global recovery. Copper Rock then exited the position.
Q. What is the investment outlook for the small-cap growth market?
A. By the beginning of the fourth quarter of 2010, the markets started to normalize and reward stock picking. Presently, Copper
Rock continues to believe that companies with superior earnings growth are being rewarded, even though the markets may face
short-term volatility caused by the sheer pace and amount of economic news flooding the media. Copper Rock believes the
ongoing focus in the markets will be on earnings and superior earnings growers - those companies with unique and differentiated
products in the marketplace and those that can support or fund their growth in a modest to slower growth economy. Copper Rock
feels that its strength is building a portfolio of such companies.
The Fund is positioned to take advantage of growth opportunities broadly across all sectors and has overweight positions
relative to the Index in the health care, consumer staples, consumer discretionary, and industrials sectors. Exposure to the
information technology sector has been reduced, as it has become difficult to define which of the highest quality companies
will be the greatest beneficiaries. Copper Rock continues to look for attractive ideas that are benefiting from the
proliferation of connected devices and data mobility/cloud technology. However, the team has continued to find new ideas in
other sectors that were previously underweight, such as health care. Copper Rock continues to identify both services and
products that are not affected by reimbursement risk, but rather are benefiting from the regulation created by the Health
Care Reform Act.
Copper Rock will remain patient in its execution and move forward with its fundamentals-first approach to identifying growth
stocks that can deliver superior earnings growth.
Copper Rock Emerging Growth Fund
14
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date (1) Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 07/29/05 33.33% 3.15% 3.49%
Class A without load 07/29/05 41.40% 4.38% 4.51%
Class Z 12/09/05 41.68% 4.62% 4.24%
Institutional Class 07/29/05 42.05% 4.86% 4.98%
Russell 2500 Growth Index 07/29/05 30.39% 6.89% 6.12%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on 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 total annual operating expenses after fee waivers and/or expense reimbursement you may pay as an
investor in the Fund's Class A, Class Z and Institutional Class shares (as reported in the November 23, 2010 prospectus) are 2.38%
and 1.68%;1.52% and 1.43%; and 1.23% 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 2500 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 | |
| 07/31/11 | 12,285 | 13,389 | 14,286 | |
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, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Industrials | 20.7 | % | |
| Health Care | 19.6 | % | |
| Information Technology | 19.5 | % | |
| Consumer Discretionary | 16.0 | % | |
| Energy | 9.9 | % | |
| Consumer Staples | 6.3 | % | |
| Financials | 2.7 | % | |
| Materials | 2.5 | % | |
| Investment Company | 2.3 | % | |
| Cash Equivalents | 0.5 | % | |
15
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 97.9% Consulting Services - 1.6%
Aerospace/Defense - 1.7% Gartner* 21,785 $ 804
______________
TransDigm Group* 9,242 $ 832 Total Consulting Services 804
______________ _____________________________________________________________________
Total Aerospace/Defense 832 Diagnostic Kits - 0.8%
_____________________________________________________________________ IDEXX Laboratories* 4,774 396
______________
Aerospace/Defense-Equipment - 1.7%
BE Aerospace* 11,836 471 Total Diagnostic Kits 396
Kaman 10,805 385 _____________________________________________________________________
______________
Distribution/Wholesale - 4.8%
Total Aerospace/Defense-Equipment 856 Fossil* 7,951 999
_____________________________________________________________________ MWI Veterinary Supply* 6,588 587
WESCO International* 16,575 840
Agricultural Chemicals - 0.7% ______________
CF Industries Holdings 2,149 334
______________ Total Distribution/Wholesale 2,426
_____________________________________________________________________
Total Agricultural Chemicals 334
_____________________________________________________________________ E-Commerce/Products - 1.3%
Shutterfly* 11,893 647
Apparel Manufacturers - 1.8% ______________
Under Armour, Cl A* 12,110 889
______________ Total E-Commerce/Products 647
_____________________________________________________________________
Total Apparel Manufacturers 889
_____________________________________________________________________ E-Commerce/Services - 0.7%
OpenTable* 5,111 362
Applications Software - 0.5% ______________
NetSuite* 6,338 249
______________ Total E-Commerce/Services 362
_____________________________________________________________________
Total Applications Software 249
_____________________________________________________________________ Electric Products-Miscellaneous - 1.9%
AMETEK 22,157 942
Auto/Truck Parts & Equipment-Original - 2.1% ______________
Tenneco* 10,678 427
Wabco Holdings* 9,666 609 Total Electric Products-Miscellaneous 942
______________ _____________________________________________________________________
Total Auto/Truck Parts & Equipment-Original 1,036 Electronic Components-Semiconductors - 5.2%
_____________________________________________________________________ Cavium* 9,756 337
Entropic Communications* 39,213 262
Beverages-Non-Alcoholic - 0.7% Netlogic Microsystems* 6,985 241
Hansen Natural* 4,510 346 Rovi* 21,260 1,126
______________ Skyworks Solutions* 26,366 667
______________
Total Beverages-Non-Alcoholic 346
_____________________________________________________________________ Total Electronic Components-Semiconductors 2,633
_____________________________________________________________________
Chemicals-Specialty - 1.9%
Albemarle 14,256 949 Filtration/Separation Products - 1.0%
______________ Polypore International* 7,235 492
______________
Total Chemicals-Specialty 949
_____________________________________________________________________ Total Filtration/Separation Products 492
_____________________________________________________________________
Coffee - 3.8%
Green Mountain Coffee Roasters* 18,181 1,890 Finance-Consumer Loans - 0.9%
______________ Portfolio Recovery Associates* 5,351 433
______________
Total Coffee 1,890
_____________________________________________________________________ Total Finance-Consumer Loans 433
_____________________________________________________________________
Commercial Services - 2.4%
Acacia Research - Acacia Technologies* 13,100 562 Food-Retail - 0.4%
HMS Holdings* 8,712 659 Fresh Market* 6,304 224
______________ �� ______________
Total Commercial Services 1,221 Total Food-Retail 224
_____________________________________________________________________ _____________________________________________________________________
Computers-Integrated Systems - 2.4% Footwear & Related Apparel - 1.3%
Micros Systems* 10,134 497 CROCS* 21,330 668
Riverbed Technology* 25,646 734 ______________
______________
Total Footwear & Related Apparel 668
Total Computers-Integrated Systems 1,231 _____________________________________________________________________
_____________________________________________________________________
Health Care Cost Containment - 1.0%
Computers-Memory Devices - 0.6% ExamWorks Group* 22,754 498
Fusion-IO* 10,099 299 ______________
______________
Total Health Care Cost Containment 498
Total Computers-Memory Devices 299 _____________________________________________________________________
_____________________________________________________________________
16
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Home Furnishings - 1.2% Medical Products - 5.0%
Tempur-Pedic International* 8,254 $ 594 Cooper 22,639 $ 1,731
______________ Zoll Medical* 11,510 802
______________
Total Home Furnishings 594
_____________________________________________________________________ Total Medical Products 2,533
_____________________________________________________________________
Human Resources - 1.5%
51job ADR* 7,134 471 Medical-HMO - 0.9%
Korn/Ferry International* 12,208 263 Amerigroup* 8,093 445
______________ ______________
Total Human Resources 734 Total Medical-HMO 445
_____________________________________________________________________ _____________________________________________________________________
Internet Application Software - 0.8% Medical-Outpatient/Home Medicine - 1.0%
Vocus* 13,205 377 Air Methods* 7,510 526
______________ ______________
Total Internet Application Software 377 Total Medical-Outpatient/Home Medicine 526
_____________________________________________________________________ _____________________________________________________________________
Internet Content-Information/News - 0.6% Networking Products - 0.7%
Dice Holdings* 23,473 324 Acme Packet* 6,209 366
______________ ______________
Total Internet Content-Information/News 324 Total Networking Products 366
_____________________________________________________________________ _____________________________________________________________________
Internet Infrastructure Software - 0.7% Oil Companies-Exploration & Production - 4.1%
TIBCO Software* 13,387 349 Brigham Exploration* 16,903 538
______________ Cabot Oil & Gas 8,798 652
Oasis Petroleum* 17,303 511
Total Internet Infrastructure Software 349 Rosetta Resources* 6,961 360
_____________________________________________________________________ ______________
Internet Telephony - 0.5% Total Oil Companies-Exploration & Production 2,061
Broadsoft* 9,404 275 _____________________________________________________________________
______________
Oil Field Machinery & Equipment - 1.5%
Total Internet Telephony 275 Lufkin Industries 9,513 775
_____________________________________________________________________ ______________
Investment Management/Advisor Services - 1.8% Total Oil Field Machinery & Equipment 775
Affiliated Managers Group* 8,769 915 _____________________________________________________________________
______________
Oil-Field Services - 3.0%
Total Investment Management/Advisor Services 915 CARBO Ceramics 5,733 895
_____________________________________________________________________ Core Laboratories 2,453 267
Key Energy Services* 17,319 337
Machinery-Construction & Mining - 1.6% ______________
Astec Industries* 9,859 370
Joy Global 4,862 457 Total Oil-Field Services 1,499
______________ _____________________________________________________________________
Total Machinery-Construction & Mining 827 Patient Monitoring Equipment - 0.7%
_____________________________________________________________________ Insulet* 16,939 333
______________
Machinery-General Industry - 4.7%
Gardner Denver 8,932 762 Total Patient Monitoring Equipment 333
Robbins & Myers 13,747 663 _____________________________________________________________________
Roper Industries 11,802 963
______________ Pharmacy Services - 3.8%
Catalyst Health Solutions* 11,217 735
Total Machinery-General Industry 2,388 SXC Health Solutions* 18,895 1,193
_____________________________________________________________________ ______________
Machinery-Pumps - 0.9% Total Pharmacy Services 1,928
Graco 10,564 464 _____________________________________________________________________
______________
Physician Practice Management - 1.5%
Total Machinery-Pumps 464 IPC The Hospitalist* 16,440 744
_____________________________________________________________________ ______________
Medical Information Systems - 1.9% Total Physician Practice Management 744
athenahealth* 16,464 968 _____________________________________________________________________
______________
Retail-Apparel/Shoe - 2.9%
Total Medical Information Systems 968 Abercrombie & Fitch, Cl A 13,039 953
_____________________________________________________________________ Lululemon Athletica* 8,503 515
______________
Medical Instruments - 0.7%
DexCom* 23,589 334 Total Retail-Apparel/Shoe 1,468
______________ _____________________________________________________________________
Total Medical Instruments 334
_____________________________________________________________________
17
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Retail-Gardening Products - 1.3% Investment Company - 2.3%
Tractor Supply 9,973 $ 657 Growth-Mid Cap - 1.5%
______________ iShares Russell Midcap Growth
Index Fund 12,571 $ 747
Total Retail-Gardening Products 657 ______________
_____________________________________________________________________
Total Growth-Mid Cap 747
Retail-Miscellaneous/Diversified - 0.6% _____________________________________________________________________
Pricesmart 4,821 282
______________ Growth-Small Cap - 0.8%
iShares Russell 2000 Growth
Total Retail-Miscellaneous/Diversified 282 Index Fund 4,343 396
_____________________________________________________________________ ______________
Retail-Perfume & Cosmetics - 1.4% Total Growth-Small Cap 396
Ulta Salon Cosmetics & Fragrance* 11,347 715 ______________
______________
Total Investment Company (Cost $1,205) 1,143
Total Retail-Perfume & Cosmetics 715 _____________________________________________________________________
_____________________________________________________________________
Affiliated Mutual Fund - 0.5%
Retail-Restaurants - 0.7%
Chipotle Mexican Grill, Cl A* 1,097 356 Old Mutual Cash Reserves Fund,
Dunkin' Brands Group* 609 18 Institutional Class, 0.00% (A) 262,420 262
______________ ______________
Total Retail-Restaurants 374 Total Affiliated Mutual Fund (Cost $262) 262
_____________________________________________________________________ _____________________________________________________________________
Retail-Vitamins/Nutrient Supplements - 1.4% Total Investments - 100.7% (Cost $37,881) 50,679
Vitamin Shoppe* 15,874 691 _____________________________________________________________________
______________
Other Assets and Liabilities, Net - (0.7)% (328)
Total Retail-Vitamins/Nutrient Supplements 691 _____________________________________________________________________
_____________________________________________________________________
Total Net Assets - 100.0% $ 50,351
Seismic Data Collection - 1.4% _____________________________________________________________________
OYO Geospace* 6,793 689
______________ For descriptions of abbreviations and footnotes, please refer to
page 28.
Total Seismic Data Collection 689
_____________________________________________________________________ Other Information:
Semiconductor Components-Integrated Circuits - 1.0% The Fund utilizes various inputs in determining the value of its
Atmel* 41,158 498 investments as of the reporting period end. These inputs are
______________ summarized in three broad levels as follows:
Total Semiconductor Components-Integrated Circuits 498 Level 1 - quoted prices in active markets for identical securities
_____________________________________________________________________
Level 2 - other significant observable inputs (including quoted
Semiconductor Equipment - 1.0% prices for similar securities, interest rates,
Ultratech* 20,023 528 prepayment speeds, credit risk, etc.)
______________
Level 3 - significant unobservable inputs (including the Fund's own
Total Semiconductor Equipment 528 assumption in determining the fair value of investments)
_____________________________________________________________________
The inputs or methodology used for valuing securities are not
Transactional Software - 3.2% necessarily an indication of the risk associated with investing in
Solera Holdings 5,678 317 those securities. A summary of the inputs used as of July 31, 2011
Synchronoss Technologies* 21,674 634 in valuing the Fund's net assets were as follows (000):
VeriFone Systems* 16,208 638
______________
Description Level 1 Level 2 Level 3 Total
Total Transactional Software 1,589 _____________________________________________________________________
_____________________________________________________________________
Investments
Transportation-Rail - 1.2% Common Stock $49,274 $- $- $49,274
Kansas City Southern* 10,140 602 Investment Company 1,143 - - 1,143
______________ Affiliated Mutual Fund 262 - - 262
_____________________________________________________________________
Total Transportation-Rail 602
_____________________________________________________________________ Total Investments $50,679 $- $- $50,679
_____________________________________________________________________
Transport-Services - 0.6%
Hub Group, Cl A* 9,125 324 Refer to the "Security Valuation" section of Note 2 for further
______________ information.
Total Transport-Services 324
_____________________________________________________________________
Vitamins & Nutrition Products - 0.9%
Herbalife 7,910 441
______________
Total Vitamins & Nutrition Products 441
______________
Total Common Stock (Cost $36,414) 49,274
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
18
OLD MUTUAL INTERNATIONAL EQUITY FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Acadian Asset Management LLC
Q. How did the Fund perform relative to its benchmark?
A. For the fiscal year ended July 31, 2011, the Old Mutual International Equity Fund (the "Fund") outperformed its benchmark, the
MSCI EAFE Index (the "Index"). The Fund's Class A shares posted a 19.24% return at net asset value versus a 17.17% return for
the Index. Performance for all share classes can be found on page 21.
Q. What investment environment did the Fund face during the past year?
A. Non-U.S. markets were in notably positive territory for the trailing fiscal period, as stronger gains in the second half of
2010 gave way to more muted performance in 2011. In the latter part of 2010, investors largely overlooked concerns about the
strength and sustainability of a global recovery, and responded to bright spots in a few key economies. However, it remained
an uncertain environment characterized by considerable volatility. Earnings estimates gyrated significantly, driving investors
more toward macro themes as they made buy and sell decisions.
This uncertainty continued into early 2011, which continued to be a volatile period for world equities. Improving economic
news in some key markets contended with the disaster in Japan, political unrest across the Middle East and North Africa, debt
concerns in Europe, rising energy prices, and accelerating inflation as the leading drivers of stock prices. Caution
prevailed, which may have influenced the favoring of higher quality value stocks over the lower quality, riskier assets that
attracted investors during several periods over the last two years.
Although the second quarter of 2011 began on a relatively upbeat note, the latter part of the reporting period saw less
positive developments - particularly the renewal of anxiety over Greece and general concerns about Europe's response to the
problems of its heavily indebted Eurozone members, fears of a fading economic recovery in the U.S., and the highly publicized
political gridlock over the U.S. debt ceiling and budget. Despite many uncertainties about the direction of the world economy,
investors appeared more focused on stock fundamentals and were encouraged by a generally solid earnings picture.
Q. Which market factors influenced the Fund's relative performance?
A. In an environment in which investors appeared to increasingly move beyond macro themes to a more typical focus on individual
stock characteristics, the Fund outperformed its benchmark. This was primarily the result of stock selection, while country
allocations partially diminished excess return.
The key drivers of value added over the period were the Fund's selections in Japan and Hong Kong, where a range of holdings
across sectors contributed positively. Among Japan's top contributors was a position in Hitachi, and a lack of exposure to The
Tokyo Electric Power Company, which was one of the hardest hit stocks in the wake of the March 2011 tsunami, earthquake and
nuclear crises. In Hong Kong, industrials holdings were the top performers, including Hutchison Whampoa and Jardine Strategic
Holdings. There was also some value added from a combination of stock- and country-level performance in Singapore, and from
stock selection in Italy. Less successful for the Fund over the period was its stock selection in Germany, along with an
active allocation to Canada, and a market underweight coupled with stock selection in Denmark.
Q. How did portfolio composition affect Fund performance?
A. In terms of regions and countries, the Fund lost relative value from stock selection in Denmark, the United Kingdom and
Canada. There was relative value added back, however, from stock selection in Japan, Hong Kong and the Netherlands.
Royal Dutch Shell, BASF and Hutchison Whampoa (no longer a Fund holding) were among the top contributors to relative
performance for the period. Shares of Royal Dutch Shell, a United Kingdom-based energy producer, received a boost in the first
Performance Highlights
o For the fiscal year ended July 31, 2011, the Old Mutual International Equity Fund outperformed its benchmark, the MSCI EAFE
Index. The Fund's Class A shares posted a 19.24% return at net asset value versus a 17.17% return for the Index.
o In terms of regions and countries, the Fund lost relative value from stock selection in Denmark, the United Kingdom and
Canada. There was relative value added back, however, from stock selection in Japan, Hong Kong and the Netherlands.
o Royal Dutch Shell, BASF and Hutchison Whampoa (no longer a Fund holding) were among the top contributors to relative
performance for the period.
o Research In Motion, Sony (no longer a Fund holding) and AP Moller-Maersk were among the top detractors from relative
performance for the period.
International Equity Fund
19
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Acadian Asset Management LLC
Top Ten Holdings
as of July 31, 2011
Royal Dutch Shell, Cl A 4.3%
___________________________________________________________________________________
HSBC Holdings 3.5%
___________________________________________________________________________________
BHP Billiton 3.5%
___________________________________________________________________________________
Total 3.0%
___________________________________________________________________________________
AstraZeneca (GBP) 2.7%
___________________________________________________________________________________
BASF �� 2.5%
___________________________________________________________________________________
Rio Tinto (GBP) 2.4%
___________________________________________________________________________________
Enel 2.3%
___________________________________________________________________________________
BNP Paribas 2.2%
___________________________________________________________________________________
Roche Holding 2.2%
___________________________________________________________________________________
As a % of Total
Fund Investments 28.6%
___________________________________________________________________________________
quarter of 2011 as political unrest escalated in Libya, driving up oil prices on concerns that supplies would be disrupted.
Chemical company BASF saw its stock jump early in the second quarter of 2011 on news that German factory orders rose in
February by nearly five times the pace economists projected. The stock saw further gains in June after BASF said that incoming
orders remained strong, and the company projected it would considerably increase its sales and earnings during the remainder
of the year. Shares of Hong Kong-based Hutchison Whampoa, an investment holding company, rallied in the first quarter of 2011
after the company reported a 47% increase in annual net income, surpassing analysts' expectations. The stock was later sold as
earnings prospects diminished, and as the Fund was adjusted to maintain compliance with risk controls (including country,
industry and beta exposure).
Research In Motion, Sony (no longer a Fund holding) and AP Moller-Maersk were among the top detractors from relative
performance for the period. Shares of Research In Motion, a Canadian telecommunications equipment manufacturer, fell sharply
in June after the company projected second-quarter revenue and profits that trailed analysts' estimates. Japanese electronic
manufacturer Sony saw its shares drop alongside other Japanese manufacturers after the nation's earthquake halted production
and shuttered facilities, raising concerns that economic growth would stall. The stock saw further losses in April after the
company warned its seventy-seven million PlayStation Network and Qriocity online service customers that their personal
information might have been compromised. Shares of AP Moller-Maersk, a Danish container shipper, retreated in June after
Nomura Research reduced its price target for the company, predicting lower profitability as capacity ran ahead of demand.
Q. What is the investment outlook for international stocks?
A. Though global investors have recently appeared optimistic about signs of recovery and growth, heightened concerns surrounding
European debt and momentum in the U.S. and abroad could dampen the outlook for equities in the second half of the year.
There are a number of uncertainties in terms of the monetary and fiscal conditions in major developed countries, particularly
the U.S. and Eurozone. In the U.S., tentative expectations for continued economic growth and recovery are at risk amid
stubbornly high unemployment and tepid job growth. The housing market is an area of persistent weakness, adding to concerns
about consumer spending and prospects for manufacturing growth given the potential for slower global demand.
In Europe's key markets, sluggish domestic demand has added to pressures from a softer export environment, and the pace of
economic expansion appears to be slowing. Although recent events have certainly underscored the risk of further debt problems
in the Euro region, there is increasing confidence that key parties will be able to devise a collective plan for the nearly
inevitable debt restructuring that will be required in some countries. Much of this risk appears to already be factored in to
equity markets.
Japan has experienced a better-than-expected rebound from the supply shocks stemming from the March tsunami and nuclear crisis
and appears poised for continued, if moderate, gains in economic recovery for the remainder of 2011 and into 2012.
The Fund's strategy will remain consistent as these issues unfold and the outlook for major markets becomes clearer. Acadian
Asset Management LLC ("Acadian"), the Fund's sub-adviser, will continue to utilize an investment process that is systematic,
quantitative and primarily bottom-up in execution. Within the Fund's framework, many stocks appear attractive. Stocks with
attractive quality measures, positive earnings signals and superior technical indicators are still trading at appealing
relative valuation levels, and Acadian will continue to observe a wide opportunity set for stock selection as measured by
value factor spreads.
International Equity Fund
20
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of July 31, 2011
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 1 Year 5 Year Inception
Date Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 12/30/05 12.36% (2.41)% (0.56)%
Class A without load 12/30/05 19.24% (1.25)% 0.50%
Class Z 12/30/05 19.57% (1.01)% 0.75%
Institutional Class 12/30/05 19.75% (0.76)% 1.00%
MSCI EAFE Index 12/30/05 17.17% 0.95% 2.80%
____________________________________________________________________________________________________________________________________
Past performance is not a guarantee of future results. The Fund's performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares. Information about these performance results and the
comparative index can be found on pages 1 and 2.
Class A shares have a current maximum initial sales charge of 5.75%. Class 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 total
annual operating expenses after fee waivers and/or expense reimbursement you may pay as an investor in the Fund's Class A, Class Z
and Institutional Class shares (as reported in the November 23, 2010 prospectus) are 5.59% and 1.52%; 4.77% and 1.27%; and 1.52% 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 | |
| 7/31/11 | 9,694 | 10,426 | 10,572 | 11,665 | |
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.
Country Weightings as of July 31, 2011 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Japan | 20.6 | % | |
| United Kingdom | 13.8 | % | |
| France | 11.6 | % | |
| Germany | 8.3 | % | |
| Netherlands | 7.9 | % | |
| Australia | 7.0 | % | |
| Singapore | 5.2 | % | |
| Switzerland | 5.1 | % | |
| Hong Kong | 5.0 | % | |
| Sweden | 3.1 | % | |
| Italy | 2.5 | % | |
| Denmark | 1.6 | % | |
| Finland | 1.3 | % | |
| Cash Equivalents | 1.3 | % | |
| China | 1.0 | % | |
| Austria | 1.0 | % | |
| Greece | 1.0 | % | |
| Norway | 0.9 | % | |
| Spain | 0.6 | % | |
| Common Stock | 0.4 | % | |
| Cyprus | 0.2 | % | |
| Belgium | 0.2 | % | |
| Canada | 0.2 | % | |
| Malta | 0.2 | % | |
| Portugal | 0.0 | % | |
| New Zealand | 0.0 | % | |
21
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 0.4% Denmark - 1.6%
B2B/E-Commerce - 0.0% AP Moller - Maersk, Cl B 74 $ 567
Global Sources* 319 $ 3 ______________
______________
Total Denmark 567
Total B2B/E-Commerce 3 _____________________________________________________________________
_____________________________________________________________________
Finland - 1.3%
Computers - 0.1% Digia 5,565 25
Research In Motion* 1,060 26 Stora Enso, Cl R 53,200 458
______________ ______________
Total Computers 26 Total Finland 483
_____________________________________________________________________ _____________________________________________________________________
Electronic Components-Miscellaneous - 0.3% France - 11.6%
NAM TAI Electronics 18,800 110 Arkema 2,064 201
______________ AXA 75 1
BNP Paribas 12,047 781
Total Electronic Components-Miscellaneous 110 Cegid Group 578 17
______________ Etam Developpement* 707 25
France Telecom 370 8
Total Common Stock (Cost $132) 139 LDC 91 10
_____________________________________________________________________ Linedata Services 1,290 20
NetGem 4,971 23
Foreign Common Stock - 97.9% Parrot* 5,156 162
Australia - 7.0% Peugeot 11,933 452
BHP Billiton 27,478 1,256 Sanofi-Aventis 8,830 686
Credit Corp Group 2,021 10 Tessi 465 44
Data#3 800 12 Total 20,266 1,095
National Australia Bank 1,222 32 Video Futur Entertainment Group* 4,971 1
RCR Tomlinson 17,435 32 Vivendi 26,925 644
Rio Tinto 9,763 855 ______________
Santos 23,665 335
VDM Group (C) 26,399 2 Total France 4,170
______________ _____________________________________________________________________
Total Australia 2,534 Germany - 8.1%
_____________________________________________________________________ Aleo Solar* 571 22
Allianz 2,911 379
Austria - 1.0% Amadeus Fire 1,154 56
OMV 8,703 347 BASF 10,053 908
Telekom Austria 200 2 Bavaria Industriekapital 925 19
Voestalpine 127 7 Bayer 9,423 754
______________ Cewe Color Holding 836 37
Deutsche Bank 2,678 147
Total Austria 356 Deutsche Telekom 4,138 64
_____________________________________________________________________ Freenet 62 1
Infineon Technologies 53,643 538
Belgium - 0.2% Koenig & Bauer 565 11
Euronav* 40 1 ______________
Recticel 7,070 75
______________ Total Germany 2,936
_____________________________________________________________________
Total Belgium 76
_____________________________________________________________________ Greece - 1.0%
OPAP 21,070 350
Canada - 0.2% ______________
Magna International 900 44
QLT* 4,053 28 Total Greece 350
______________ _____________________________________________________________________
Total Canada 72 Hong Kong - 5.0%
_____________________________________________________________________
Alco Holdings 66,000 28
China - 1.0% Allied Properties 120,000 24
China Minzhong Food* 32,000 38 Champion Technology Holdings 6,316,000 128
Sinocom Software Group 88,000 8 CLP Holdings 74,000 684
SunVic Chemical Holdings 1,000 1 Courage Marine Group 17,000 2
Yangzijiang Shipbuilding Holdings 272,000 328 Dickson Concepts International 19,000 14
______________ _____________________________________________________________________
Total China 375
_____________________________________________________________________
Cyprus - 0.2%
Bank of Cyprus Public 38,136 83
______________
Total Cyprus 83
_____________________________________________________________________
22
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Hong Kong - continued Japan - continued
Digitalhongkong.Com* 11,992 $ 2 Fujitsu Broad Solution & Consulting 1,100 $ 10
DMX Technologies Group* 38,000 11 FuKoKu 2,000 20
Fairwood 39,000 60 Fukuda Denshi 1,300 42
Hannstar Board International Holdings 84,000 9 Fuso Chemical 500 16
Hongkong Land Holdings 23,000 154 Gamecard-Joyco Holdings* 3,300 41
Jardine Strategic Holdings 14,500 474 Haruyama Trading 1,500 9
Kantone Holdings 570,000 6 Haseko* 500 -
Keck Seng Investments 24,900 12 Hazama* 26,300 37
Luen Thai Holdings 137,000 13 Heiwa 4,000 65
Next Media* 246,000 35 Hi-LEX 1,600 31
Pacific Textile Holdings 100,000 69 Hitachi 86,000 530
Victory City International Holdings 228,000 40 Hokkaido Coca-Cola Bottling 2,000 10
Wing On Co. International 7,000 15 Hokkan Holdings 4,000 13
Wuling Motors Holdings* 130,000 16 H-One 3,600 31
______________ Imasen Electric Industrial 884 14
IMI 600 12
Total Hong Kong 1,796 IT Holdings 6,900 67
_____________________________________________________________________ J Trust 10,700 47
JMS 3,000 11
Italy - 2.5% JVC Kenwood Holdings* 15,800 89
Banca Popolare dell'Emilia Romagna 169 2 Kamei 3,000 17
De'Longhi 2,558 31 Kanto Auto Works 475 5
Enel 144,157 830 Kasai Kogyo 10,000 77
Engineering Ingegneria Informatica 916 30 Kawasumi Laboratories 10,000 69
Exor 26 1 Koike Sanso Kogyo 6,000 17
Milano Assicurazioni* 521 - Kojima 7,400 52
______________ Komatsu Seiren 10,000 47
Konishi 1,900 27
Total Italy 894 KRS 1,600 18
_____________________________________________________________________ Kyodo Printing 4,000 10
Mikuni Coca-Cola Bottling 4,600 42
Japan - 20.5% Mimasu Semiconductor Industry 1,500 17
Aeon 2,500 31 Mitani 500 6
Aichi Machine Industry 8,000 31 Mitsubishi UFJ Financial Group 101,800 517
Airport Facilities 3,900 16 Mitsui Home 2,000 11
Alfresa Holdings 200 8 MTI 19 31
Arc Land Sakamoto 2,000 �� 36 Nagase 4,200 55
Argo Graphics 400 5 Namura Shipbuilding 26,500 118
Artnature 4,100 43 NIC 13,900 61
Bando Chemical Industries 10,000 44 Nichireki 12,000 60
Belluna 7,550 52 NIFTY 59 83
Best Bridal 12 11 Nihon Kagaku Sangyo 2,000 15
Canon 50 2 Nihon Plast 1,200 10
Chubu Steel Plate 300 2 Nihon Yamamura Glass 1,000 3
Cleanup 1,400 9 Nippo 15,000 121
Coca-Cola Central Japan 7,300 101 Nippon Antenna 1,100 9
CTI Engineering 2,600 17 Nippon Road 30,000 89
Daihatsu Diesel Manufacturing 4,000 26 Nippon Steel 700 2
Daihatsu Motor 28,000 490 Nippon Steel Trading 1,000 3
Dainichi 1,800 17 Nippon Telegraph & Telephone 13,500 668
Daito Trust Construction 1,700 164 NIS Group* 24,600 2
Daiwa House Industry 11,000 148 Nissan Motor 11,900 127
EDION 13,100 136 Nisshin Fudosan 5,600 35
Eidai 3,000 11 Nissin Sugar Manufacturing 7,000 17
Faith 1,381 177 _____________________________________________________________________
Fields 32 57
F-Tech 2,000 32
Fuji Soft 700 10
Fujifilm Holdings 700 21
Fujimori Kogyo 1,400 20
_____________________________________________________________________
23
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Japan - continued New Zealand - 0.0%
Nojima 3,528 $ 33 Sky Network Television 210 $ 1
Nuflare Technology 14 52 ______________
Obayashi Road 31,000 80
Onoken 800 7 Total New Zealand 1
Pacific Industrial 4,000 22 _____________________________________________________________________
Piolax 2,800 69
Raysum* 60 10 Norway - 0.9%
Relo Holdings 3,400 71 Statoil 13,245 326
Riken Technos 8,000 29 ______________
Saison Information Systems 1,600 21
Sakata INX 2,000 10 Total Norway 326
Sanoh Industrial 3,200 30 _____________________________________________________________________
Senshukai 2,100 14
Seria 1 5 Portugal - 0.0%
Shidax 5,000 21 Novabase SGPS 1,941 7
Shinsho 8,000 21 ______________
Sojitz 92,000 182
Soken Chemical & Engineering 700 8 Total Portugal 7
Studio Alice 12,900 220 _____________________________________________________________________
Sumikin Bussan 2,000 5
Sumitomo Mitsui Financial Group 700 22 Singapore - 5.2%
Suncall 4,000 19 DBS Group Holdings 46,000 593
T&K Toka 2,200 29 Elec & Eltek International 12,000 44
Takagi Securities* 11,000 12 Golden Agri-Resources 229,000 138
Takeda Pharmaceutical 13,000 620 GP Batteries International 5,000 5
Teikoku Sen-I, Cl I 3,000 20 Great Eastern Holdings 2,000 25
Toa Oil 6,000 8 Jardine Cycle & Carriage 17,526 703
Tokai 500 12 Lian Beng Group 266,000 86
Tokyu Construction 10,170 29 Oversea-Chinese Banking 31,000 256
Totetsu Kogyo 29,000 269 QAF 7,000 4
Usen* 15,940 12 ______________
Watabe Wedding 3,377 31
Yachiyo Bank 800 24 Total Singapore 1,854
Yachiyo Industry 1,400 10 _____________________________________________________________________
Yasunaga 2,100 31
Yellow Hat 2,700 31 Spain - 0.6%
Zojirushi 18,000 61 Endesa 7,162 210
______________ ______________
Total Japan 7,403 Total Spain 210
_____________________________________________________________________ _____________________________________________________________________
Malta - 0.2% Sweden - 3.1%
Unibet Group* 2,505 56 Industrial & Financial Systems, Cl B 3,345 64
______________ Saab, Cl B 18,784 410
Swedbank, Cl A 3,246 57
Total Malta 56 Volvo, Cl B 35,822 577
_____________________________________________________________________ ______________
Netherlands - 7.9% Total Sweden 1,108
EADS 22,318 774 _____________________________________________________________________
ING Groep* 45,777 491
PostNL 53 - Switzerland - 5.1%
Royal Dutch Shell, Cl A 42,234 1,550 Advanced Digital Broadcast Holdings 3,308 82
TNT Express 53 1 Bell Holding 28 71
Unilever 1,082 35 Bossard Holding 337 58
______________ Calida Holding 500 18
Clariant* 418 7
Total Netherlands 2,851 Emmi 1,178 315
_____________________________________________________________________ Nestle 6,243 398
Roche Holding 4,333 778
UBS* 7,479 123
______________
Total Switzerland 1,850
_____________________________________________________________________
United Kingdom - 13.7%
Aberdeen Asset Management 20,992 76
AstraZeneca (GBP) 20,298 986
AstraZeneca (SEK) 317 16
Aviva 4,718 31
Berendsen 31,578 280
_____________________________________________________________________
24
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
United Kingdom - continued Rights - 0.0%
BP ADR 4,619 $ 210 VDM Group (C) 131,995 $ -
BP 87,455 659 ______________
British Polythene Industries 2,378 13
Character Group 242 1 Total Rights (Cost $-) -
Dart Group 40,418 54 _____________________________________________________________________
Hilton Food Group 1,087 5
HSBC Holdings 129,904 1,266 Affiliated Mutual Fund - 1.3%
Imperial Tobacco Group 19,625 679 Old Mutual Cash Reserves Fund,
Rio Tinto 9,442 666 Institutional Class, 0.00% (A) 456,163 456
Tribal Group 14,443 11 ______________
Vitec Group 162 2
______________ Total Affiliated Mutual Fund (Cost $456) 456
_____________________________________________________________________
Total United Kingdom 4,955
______________ Total Investments - 99.7% (Cost $30,113) 35,956
_____________________________________________________________________
Total Foreign Common Stock (Cost $29,468) 35,313
_____________________________________________________________________ Other Assets and Liabilities, Net - 0.3% 114
_____________________________________________________________________
Foreign Preferred Stock - 0.1%
Germany - 0.1% Total Net Assets - 100.0% $ 36,070
Porsche Automobil Holding 629 48 _____________________________________________________________________
______________
For descriptions of abbreviations and footnotes, please refer to page
Total Germany 48 28.
______________
Total Foreign Preferred Stock (Cost $57) 48
_____________________________________________________________________
25
OLD MUTUAL INTERNATIONAL EQUITY FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JULY 31, 2011
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, 2011 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $139 $ - $- $ 139
Foreign Common Stock
Australia - 2,532 2 2,534
Austria - 356 - 356
Belgium - 76 - 76
Canada 72 - - 72
China - 375 - 375
Cyprus - 83 - 83
Denmark - 567 - 567
Finland - 483 - 483
France - 4,170 - 4,170
Germany - 2,936 - 2,936
Greece - 350 - 350
Hong Kong - 1,796 - 1,796
Italy - 894 - 894
Japan - 7,403 - 7,403
Malta - 56 - 56
Netherlands - 2,851 - 2,851
New Zealand - 1 - 1
Norway - 326 - 326
Portugal - 7 - 7
Singapore - 1,854 - 1,854
Spain - 210 - 210
Sweden - 1,108 - 1,108
Switzerland - 1,850 - 1,850
United Kingdom - 4,955 - 4,955
Foreign Preferred Stock
Germany - 48 - 48
Rights - - - -
Affiliated Mutual Fund 456 - - 456
____________________________________________________________________________________________________________________________________
Total Investments $667 $35,287 $2 $35,956
____________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
26
Following is a reconciliation of Level 3 assets for which significant
unobservable inputs were used in determining fair value (000).
Foreign Common Stock
_____________________________________________________________________
Balance as of July 31, 2010 $ -
Realized gain (loss) -
Change in unrealized appreciation
(depreciation) (11)
Accrued discounts/premiums -
Net purchases (sales) 13
Transfers in and/or out of Level 3 -
____
Balance as of July 31, 2011 $ 2
____
The information used in the above reconciliation represents fiscal
year to date activity for any investment in securities identified as
using Level 3 inputs at either the beginning or the end of the
current reporting period. Transfers in and/or out of Level 3
represent either the beginning value (for transfers in), or the
ending value (for transfers out) of any security where a change in
the input level occurred from the beginning to the end of the
reporting period.
Refer to the "Security Valuation" section of Note 2 for further
information.
27
NOTES TO SCHEDULES OF INVESTMENTS
____________________________________________________________________________________________________________________________________
* Non-income producing security.
(A) - Investment is a fund within the Old Mutual family of funds and may be deemed to be under common control as it may share the
same Board of Trustees. Old Mutual Capital, Inc. serves as the investment adviser to all affiliated mutual funds.
(B) - All or a portion of this security is held as cover for securities sold short.
(C) - Security fair valued using methods determined in good faith according to procedures adopted by the Valuation Committee
designated by the Board of Trustees. On July 31, 2011, the aggregate value of these securities was $2 (000), representing 0.0%
of the net assets of the Old Mutual International Equity Fund.
ADR - American Depositary Receipt
Cl - Class
GBP - British Pound Sterling
HMO - Health Maintenance Organization
ISP - Internet Service Provider
R&D - Research & Development
REITs - Real Estate Investment Trusts
S&L - Savings and Loan
SEK - Swedish Krona
Amounts designated as "-" are either $0 or have been rounded to $0.
Cost figures are shown with "000's" omitted.
28
This page intentionally left blank.
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JULY 31, 2011
____________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging International
Fund Growth Fund Equity Fund
____________________________________________________________________________________________________________________________________________________
Assets:
Investment Securities, at cost $ 78,035 $ 37,619 $ 29,657
Investment in Affiliated Mutual Fund, at cost 594 262 456
____________________________________________________________________________________________________________________________________________________
Investment Securities, at value $ 83,486 $ 50,417 $ 35,500
Investment in Affiliated Mutual Fund, at value 594 262 456
Cash Deposits held at Prime Broker 399 - -
Foreign Currency (cost $-, $-, $112) - - 113
Receivable for Capital Shares Sold 10 82 11
Receivable from Investment Adviser 6 1 16
Receivable for Investment Securities Sold - 668 208
Receivable for Dividends 84 5 72
Other Assets 7 8 4
____________________________________________________________________________________________________________________________________________________
Total Assets 84,586 51,443 36,380
____________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased - 957 167
Payable for Capital Shares Redeemed 303 54 73
Written Option Contracts, at Value, (Proceeds received of $2,095, $-, $-) 1,863 - -
Securities Sold Short, at Value (Proceeds received of $14,703, $-, $-) 14,009 - -
Payable for Administration Fees 6 4 3
Payable for Distribution & Service Fees 5 - -
Payable for Management Fees 51 40 31
Payable for Trustees' Fees 2 2 2
Accrued Expenses 86 35 34
____________________________________________________________________________________________________________________________________________________
Total Liabilities 16,325 1,092 310
____________________________________________________________________________________________________________________________________________________
Net Assets $ 68,261 $ 50,351 $ 36,070
____________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 215,333 $ 44,604 $ 72,890
Undistributed (Distributions in Excess of) Net Investment Income/(Accumulated Net Investment Loss) 517 - 779
Accumulated Net Realized Loss on Investments, Securities Sold Short, Futures,
Written Options, and Foreign Currency Transactions (153,966) (7,051) (43,452)
Net Unrealized Appreciation on Investments, Securities Sold Short,
Written Options, and Foreign Currency Transactions 6,377 12,798 5,853
____________________________________________________________________________________________________________________________________________________
Net Assets $ 68,261 $ 50,351 $ 36,070
____________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 23,505 $ 4,060 $ 255
Net Assets - Class C 14,243 N/A N/A
Net Assets - Class Z 30,511 9,079 541
Net Assets - Institutional Class 2 37,212 35,274
____________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 2,289,967 333,801 27,163
Outstanding Shares of Beneficial Interest - Class C 1,455,397 N/A N/A
Outstanding Shares of Beneficial Interest - Class Z 2,934,810 735,411 57,387
Outstanding Shares of Beneficial Interest - Institutional Class 168 2,978,154 3,728,586
____________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 10.26 $ 12.16 $ 9.40
____________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 10.89 $ 12.90 $ 9.97
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 9.79 N/A N/A
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 10.40 $ 12.34 $ 9.44
____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Institutional Class^ $ 10.40 $ 12.50 $ 9.46
____________________________________________________________________________________________________________________________________________________
† 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
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
30
STATEMENTS OF OPERATIONS (000)
FOR THE YEAR ENDED JULY 31, 2011
____________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
�� Analytic Emerging International
Fund Growth Fund Equity Fund
____________________________________________________________________________________________________________________________________________________
Investment Income:
Dividends $ 1,783 $ 114 $1,446
Dividends from Affiliated Mutual Fund 1 - -
Interest 1 - 29
Less: Foreign Taxes Withheld - - (130)
____________________________________________________________________________________________________________________________________________________
Total Investment Income 1,785 114 1,345
____________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 623 541 443
Administration Fees 73 60 44
Distribution and Service fees:
Class A 73 9 1
Class C 173 - -
Trustees' Fees 13 13 9
Custodian Fees 17 17 41
Professional Fees 67 38 25
Registration and SEC Fees 67 43 39
Transfer Agent Fees 240 46 8
Dividend Expense on Securities Sold Short 120 - -
Interest Expense on Securities Sold Short 83 - -
Pricing Fees 3 1 56
Other Expenses 23 17 14
____________________________________________________________________________________________________________________________________________________
Total Expenses 1,575 785 680
____________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (175) (12) (224)
____________________________________________________________________________________________________________________________________________________
Net Expenses 1,400 773 456
____________________________________________________________________________________________________________________________________________________
Net Investment Income (Loss) 385 (659) 889
____________________________________________________________________________________________________________________________________________________
Net Realized Gain from Investment Transactions (including Securities Sold Short) 13,388 13,661 4,353
Net Realized Gain on Foreign Currency Transactions 12 - 27
Net Realized Gain on Futures Contracts 216 - -
Net Realized Loss on Written Option Contracts (3,585) - -
Net Change in Unrealized Appreciation (Depreciation) on Investments
(including Securities Sold Short) (1,878) 9,620 3,209
Net Change in Unrealized Appreciation on
Forward Foreign Currency Contracts and Foreign Currency Transactions 107 - 4
Net Change in Unrealized Appreciation on Futures Contracts 78 - -
Net Change in Unrealized Appreciation on Written Option Contracts 646 - -
____________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain on Investments 8,984 23,281 7,593
____________________________________________________________________________________________________________________________________________________
Increase in Net Assets Resulting from Operations $ 9,369 $22,622 $8,482
____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
31
STATEMENTS OF CHANGES IN NET ASSETS (000)
___________________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
___________________________________________________________________________________________________________________________________________________
8/1/10 to 8/1/09 to
7/31/11 7/31/10
___________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income (Loss) $ 385 $ 444
Net Realized Gain from Investments (including Securities Sold Short),
Written Option Contracts, Futures Contracts, Forward Foreign
Currency Contracts and Foreign Currency Transactions 10,031 23,584
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 (1,047) (19,464)
___________________________________________________________________________________________________________________________________________________
Net Increase in Net Assets Resulting from Operations 9,369 4,564
___________________________________________________________________________________________________________________________________________________
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 1,091 4,310
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed (19,824) (51,903)
___________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (18,733) (47,593)
___________________________________________________________________________________________________________________________________________________
Class C (1)
Shares Issued 155 199
Shares issued upon Reinvestment of Distribution - -
Redemption Fees - -
Shares Redeemed (8,683) (32,650)
___________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (8,528) (32,451)
___________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 13,150 5,816
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed (8,178) (14,084)
___________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions 4,972 (8,268)
___________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - -
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed - (12,400)
___________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions - (12,400)
___________________________________________________________________________________________________________________________________________________
Decrease in Net Assets Derived from Capital Shares Transactions (22,289) (100,712)
___________________________________________________________________________________________________________________________________________________
Total Increase (Decrease) in Net Assets (12,920) (96,148)
___________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Year 81,181 177,329
___________________________________________________________________________________________________________________________________________________
End of Year $ 68,261 $ 81,181
___________________________________________________________________________________________________________________________________________________
Undistributed (Distribution in Excess of) Net Investment Income/(Accumulated Net Investment Loss) $ 517 $ 107
___________________________________________________________________________________________________________________________________________________
(1) 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.
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
32
_____________________________________________________
Old Mutual
Copper Rock Old Mutual
Emerging International
Growth Fund Equity Fund
_____________________________________________________
8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to
7/31/11 7/31/10 7/31/11 7/31/10
_____________________________________________________
$ (659) $ (377) $ 889 $ 1,060
13,661 13,564 4,380 5,317
9,620 (4,597) 3,213 (961)
_____________________________________________________
22,622 8,590 8,482 5,416
_____________________________________________________
- - (5) (7)
- - - -
- - (10) (11)
- - (875) (1,164)
_____________________________________________________
- - (890) (1,182)
_____________________________________________________
1,153 1,081 22 171
- - 4 6
1 - - -
(1,426) (1,957) (194) (455)
_____________________________________________________
(272) (876) (168) (278)
_____________________________________________________
- - - -
- - - -
- - - -
- (396) - (1,001)
_____________________________________________________
- (396) - (1,001)
_____________________________________________________
3,076 8,868 274 155
- - 10 10
- - - -
(11,562) (18,184) (357) (169)
_____________________________________________________
(8,486) (9,316) (73) (4)
_____________________________________________________
4,875 16,068 701 957
- - 875 1,163
- - - -
(31,951) (9,785) (21,994) (30,744)
_____________________________________________________
(27,076) 6,283 (20,418) (28,624)
_____________________________________________________
(35,834) (4,305) (20,659) (29,907)
_____________________________________________________
(13,212) 4,285 (13,067) (25,673)
_____________________________________________________
63,563 59,278 49,137 74,810
_____________________________________________________
$ 50,351 $ 63,563 $ 36,070 $ 49,137
_____________________________________________________
$ - $ - $ 779 $ 565
_____________________________________________________
33
STATEMENT OF CASH FLOWS (000)
FOR THE YEAR ENDED JULY 31, 2011
________________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
________________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Operating Activities:
Interest and Dividends Received (Excludes Net of Amortization/Accretion of $1) $ 1,781
Purchases of Long-term Portfolio Investments (202,665)
Proceeds from Sales of Long-term Portfolio Investments 231,324
Net Cash Provided From Futures Transactions 328
Net Cash Used in Purchased Option Contracts (116)
Net Cash Used in Written Option Contracts (3,214)
Net Cash Used in Short Sales Transactions (5,659)
Net Decrease in Short-term Investments 2,025
Net Cash from Foreign Currency Transactions 12
Interest Expense Paid (83)
Operating Expenses Paid (1,403)
________________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities 22,330
________________________________________________________________________________________________________________________________________________
Cash Flows Used in Financing Activities:
Decrease in Shares of Beneficial Interest Sold (22,254)
Increase in Deposits with Prime Brokers (76)
________________________________________________________________________________________________________________________________________________
Net Cash Used in Financing Activities (22,330)
________________________________________________________________________________________________________________________________________________
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 $ 9,369
________________________________________________________________________________________________________________________________________________
Decrease in Investments 13,399
Decrease in Written Option Contracts, at Value (275)
Accretion of Discount on Investments (1)
Increase in Dividends and Interest Receivable (3)
Decrease in Variation Margin Receivable 34
Decrease in Payable for Foreign Forward Currency Contracts (107)
Decrease in Other Assets 4
Decrease in Accrued Expenses (90)
________________________________________________________________________________________________________________________________________________
Total Adjustments 12,961
________________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities $ 22,330
________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
34
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
Ratio of
Expenses
Realized to Average Net Ratio of Net
Net and Net Net Assets Investment
Asset Net Unrealized Dividends Distributions Total Asset Assets Ratio (Excluding Income
Value Investment Gains Total from Net from Return Dividends Value End of Expenses Waivers and (Loss) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital of and End Total of Year to Average Expense to Average Turnover
of Year (Loss)* Securities* Fees Operations Income Gains Capital Distributions of Year Return† (000) Net Assets Reductions) Net Assets Rate
____________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ANALYTIC FUND
Class A
2011 $ 9.02 $ 0.06 $ 1.18 $ - $ 1.24 $ - $ - $ - $ - $10.26 13.75% $ 23,505 1.82% (1) 2.16% (1) 0.66% 231.43%
2010 8.68 0.05 0.29 - 0.34 - - - - 9.02 3.92% 38,274 1.78% (1) 2.27% (1) 0.52% 168.45%
2009 11.88 0.02 (3.22) - (3.20) - - - - 8.68 (26.94)% 83,169 2.07% (1) 2.41% (1) 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% (1) 2.13% (1) 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% (1) 1.96% (1) 0.55% 183.98%
Class C
2011 $ 8.67 $(0.01) $ 1.13 $ - $ 1.12 $ - $ - $ - $ - $ 9.79 12.92% $ 14,243 2.57% (1) 2.78% (1) (0.10)% 231.43%
2010 8.40 (0.02) 0.29 - 0.27 - - - - 8.67 3.21% 20,558 2.53% (1) 2.91% (1) (0.23)% 168.45%
2009 11.59 (0.05) (3.14) - (3.19) - - - - 8.40 (27.52)% 51,879 2.82% (1) 2.97% (1) (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% (1) 2.85% (1) (0.34)% 171.50%
2007 13.11 (0.03) 1.24 - 1.21 - - - - 14.32 9.24% 340,569 2.29% (1) 2.67% (1) (0.19)% 183.98%
Class Z
2011 $ 9.11 $ 0.08 $ 1.21 $ - $ 1.29 $ - $ - $ - $ - $10.40 14.16% $ 30,511 1.59% (1) 1.68% (1) 0.77% 231.43%
2010 8.75 0.07 0.29 - 0.36 - - - - 9.11 4.11% 22,347 1.52% (1) 1.68% (1) 0.81% 168.45%
2009 11.94 0.04 (3.23) - (3.19) - - - - 8.75 (26.72)% 29,734 1.81% (1) 1.97% (1) 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% (1) 1.86% (1) 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% (1) 1.66% (1) 0.84% 183.98%
Institutional Class
2011 $ 9.12 $ 0.09 $ 1.19 $ - $ 1.28 $ - $ - $ - $ - $10.40 14.04% $ 2 1.52% (1) 816.82% (1) 0.92% 231.43%
2010 8.76 0.11 0.25 - 0.36 - - - - 9.12 4.11% 2 1.41% (1) 2.84% (1) 1.31% 168.45%
2009 11.96 0.05 (3.25) - (3.20) - - - - 8.76 (26.76)% 12,547 1.77% (1) 1.87% (1) 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% (1) 1.89% (1) 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% (1) 1.60% (1) 0.82% 183.98%
____________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
35
FINANCIAL HIGHLIGHTS - concluded
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
Ratio of
Expenses to
Realized 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) Portfolio
Beginning Income (Losses) on Redemption from Investment Capital and End Total of Year to Average Expense to Average Turnover
of Year (Loss)* Securities* Fees Operations Income Gains Distributions of Year Return† (000) Net Assets Reductions) Net Assets Rate
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
Class A
2011 $ 8.60 $(0.16) $ 3.72 $ - $ 3.56 $ - $ - $ - $12.16 41.40% $ 4,060 1.67% 2.13% (1.49)% 194.26%
2010 7.71 (0.07) 0.96 - 0.89 - - - 8.60 11.54% 3,079 1.67% 2.37% (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)% 260.79%
2007 10.52 (0.16) 2.54 - 2.38 - - - 12.90 22.62% �� 35,890 1.55% 1.85% (1.32)% 169.81%
Class Z
2011 $ 8.71 $(0.13) $ 3.76 $ - $ 3.63 $ - $ - $ - $12.34 41.68% $ 9,079 1.42% 1.46% (1.22)% 194.26%
2010 7.79 (0.05) 0.97 - 0.92 - - - 8.71 11.81% 13,498 1.42% 1.51% (0.54)% 248.88%
2009 10.18 (0.08) (2.31) (#) - (2.39) - - - 7.79 (23.48)% (#) 19,771 1.42% 1.57% (1.09)% 283.83%
2008 12.97 (0.13) (1.73) - (1.86) - (0.93) (0.93) 10.18 (15.90)% 15,510 1.42% 1.65% (1.11)% 260.79%
2007 10.55 (0.15) 2.57 - 2.42 - - - 12.97 22.94% 557 1.30% 12.38% (1.12)% 169.81%
Institutional Class
2011 $ 8.80 $(0.11) $ 3.81 $ - $ 3.70 $ - $ - $ - $12.50 42.05% $ 37,212 1.22% 1.20% (1.03)% 194.26%
2010 7.86 (0.05) 0.99 - 0.94 - - - 8.80 11.96% 46,986 1.22% 1.22% (0.51)% 248.88%
2009 10.24 (0.07) (2.31) (#) - (2.38) - - - 7.86 (23.24)% (#) 35,660 1.22% 1.18% (0.89)% 283.83%
2008 13.01 (0.11) (1.73) - (1.84) - (0.93) (0.93) 10.24 (15.69)% 34,651 1.17% 1.35% (0.85)% 260.79%
2007 10.56 (0.10) 2.55 - 2.45 - - - 13.01 23.20% 66,666 1.10% 1.21% (0.86)% 169.81%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL INTERNATIONAL EQUITY FUND
Class A
2011 $ 8.00 $ 0.12 $ 1.41 $ - $ 1.53 $(0.13) $ - $(0.13) $ 9.40 19.24% $ 255 1.52% 6.85% 1.33% 39.69%
2010 7.67 0.11 0.34 - 0.45 (0.12) - (0.12) 8.00 5.89% 363 1.52% 5.59% 1.30% 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% 151.84%
2008 13.51 0.17 (2.45) - (2.28) (0.03) (0.08) (0.11) 11.12 (17.04)% 1,875 1.60% 2.76% 1.34% 180.69%
2007 10.95 0.14 2.87 - 3.01 (0.10) (0.35) (0.45) 13.51 28.02% 2,170 1.70% 4.33% 1.05% 94.78%
Class Z
2011 $ 8.03 $ 0.15 $ 1.41 $ - $ 1.56 $(0.15) $ - $(0.15) $ 9.44 19.57% $ 541 1.27% 4.65% 1.64% 39.69%
2010 7.70 0.13 0.34 - 0.47 (0.14) - (0.14) 8.03 6.07% 528 1.27% 4.77% 1.64% 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% 151.84%
2008 13.57 0.22 (2.49) - (2.27) (0.02) (0.08) (0.10) 11.20 (16.88)% 1,269 1.34% 3.44% 1.74% 180.69%
2007 10.97 0.19 2.85 - 3.04 (0.09) (0.35) (0.44) 13.57 28.23% 1,002 1.45% 13.96% 1.37% 94.78%
Institutional Class
2011 $ 8.06 $ 0.18 $ 1.40 $ - $ 1.58 $(0.18) $ - $(0.18) $ 9.46 19.75% $ 35,274 1.02% 1.45% 2.02% 39.69%
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% 151.84%
2008 13.61 0.25 (2.49) - (2.24) (0.02) (0.08) (0.10) 11.27 (16.61)% 113,297 1.06% 1.32% 1.96% 180.69%
2007 10.98 0.17 2.92 - 3.09 (0.11) (0.35) (0.46) 13.61 28.65% 9,834 1.20% 1.75% 1.33% 94.78%
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________
The accompanying notes are an integral part of the financial statements.
36
* Per share amounts for the year are calculated based on average outstanding shares.
# Impact of payment to affiliate was less than $0.01 per share and 0.01%, respectively.
† 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.
(1) 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:
Class A Class C Class Z Institutional Class
_________________________________________________________________________
2011 0.16% 0.16% 0.17% 0.17%
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%
_________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
37
NOTES TO FINANCIAL STATEMENTS
AS OF JULY 31, 2011
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 and service plans. 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 Fund's 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 Funds
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.
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.
38
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, 2011, for each Fund's investments, as well as a reconciliation of assets for which Level 3 inputs were
assigned, 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.
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.
39
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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 option 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.
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, 2011.
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, 2011, redemption fees of $1 (000) were collected by Old Mutual Copper Rock
Emerging Growth Fund (Class A). There were no other material redemption fee amounts collected by the Funds.
40
3. INVESTMENT ADVISORY FEES, ADMINISTRATIVE FEES AND OTHER TRANSACTIONS WITH AFFILIATES
____________________________________________________________________________________________________________________________________
Investment Adviser - Old Mutual Capital, Inc. is a wholly owned subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH"). OMUSH is a
wholly owned subsidiary of OM Group (UK) Limited, which, in turn, is a wholly owned subsidiary of Old Mutual plc, a London-Exchange
listed international financial services firm. 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 (1) 0.850% 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
____________________________________________________________________________________________________________________________________
(1) Effective August 1, 2010, the Old Mutual Analytic Fund's management fee was reduced from 0.95% to 0.85%.
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, 2012
Old Mutual Copper Rock Emerging Growth Fund 1.67% N/A 1.42% 1.22% December 31, 2012
Old Mutual International Equity Fund 1.52% N/A 1.27% 1.02% December 31, 2012
____________________________________________________________________________________________________________________________________
Reimbursement by the Funds of the advisory fees waived and other expenses paid by the Adviser pursuant to the Expense Limitation
Agreement may be made up to three years after the expenses were reimbursed or absorbed if such reimbursement does not cause the
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, 2011, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows
(000):
Expiration 2012 Expiration 2013 Expiration 2014 Total
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $783 $458 $175 $1,416
Old Mutual Copper Rock Emerging Growth Fund 95 56 24 175
Old Mutual International Equity Fund 422 327 224 973
____________________________________________________________________________________________________________________________________
For the year ended July 31, 2011, the Adviser was reimbursed $12 (000) by the Old Mutual Copper Rock Emerging Growth Fund for
previously waived fees.
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 0.60%. Effective August 1, 2010, the
sub-advisory fee for the Old Mutual Analytic Fund was reduced from 0.70% to 0.60%.
41
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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.
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.
42
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, 2011, it retained $1 (000) from Old Mutual
Copper Rock Emerging Growth Class A service fees.
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 securities 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 Complex Class Z
shares within the Deferred Plans. During the year ended July 31, 2011, the amount received by OMUSH for recordkeeping fee offsets
attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $42 (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, 2011.
43
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JULY 31, 2011
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, 2011 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $202,665 $231,175
Old Mutual Copper Rock Emerging Growth Fund 115,915 151,925
Old Mutual International Equity Fund 17,233 37,992
____________________________________________________________________________________________________________________________________
Transactions in option contracts written in the Old Mutual Analytic Fund for the year ended July 31, 2011, were as follows:
Old Mutual Analytic Fund
____________________________________________________________________________________________________________________________________
Number of Proceeds
Contracts Received (000)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2010 1,295 $ 1,724
Option written 17,706 36,214
Option terminated in closing purchasing transactions (13,838) (31,626)
Option expired (4,228) (4,217)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2011 935 $ 2,095
____________________________________________________________________________________________________________________________________
6. CAPITAL SHARE TRANSACTIONS
____________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging Growth International Equity
Fund Fund Fund
____________________________________________________________________________________________________________________________________
8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to 8/1/10 to 8/1/09 to
7/31/11 7/31/10 7/31/11 7/31/10 7/31/11 7/31/10
____________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000)
Class A
Shares Issued 113 489 106 131 2 21
Shares Issued upon Reinvestment of Distributions - - - - 1 1
Shares Redeemed (2,066) (5,828) (130) (224) (21) (57)
____________________________________________________________________________________________________________________________________
Total Class A Share Transactions (1,953) (5,339) (24) (93) (18) (35)
____________________________________________________________________________________________________________________________________
Class C (1)
Shares Issued 16 23 - - - -
Shares Issued upon Reinvestment of Distributions - - - - - -
Shares Redeemed (933) (3,826) - (49) - (122)
____________________________________________________________________________________________________________________________________
Total Class C Share Transactions (917) (3,803) - (49) - (122)
____________________________________________________________________________________________________________________________________
Class Z
Shares Issued 1,298 639 264 1,083 30 19
Shares Issued upon Reinvestment of Distributions - - - - 1 1
Shares Redeemed (815) (1,586) (1,078) (2,070) (40) (21)
____________________________________________________________________________________________________________________________________
Total Class Z Share Transactions 483 (947) (814) (987) (9) (1)
____________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - - 436 1,908 79 116
Shares Issued upon Reinvestment of Distributions - - - - 99 142
Shares Redeemed - (1,432) (2,797) (1,107) (2,437) (3,678)
____________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions - (1,432) (2,361) 801 (2,259) (3,420)
____________________________________________________________________________________________________________________________________
Net Decrease in Shares Outstanding (2,387) (11,521) (3,199) (328) (2,286) (3,578)
____________________________________________________________________________________________________________________________________
(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.
44
7. FOREIGN HOLDINGS RISK
____________________________________________________________________________________________________________________________________
Each Fund may invest in foreign securities. Investing in the securities of foreign issuers involves special risks and considerations
not typically associated with investing in U.S. companies. These risks and considerations include differences in accounting,
auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, the possibility of
expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which
could affect U.S. investment in foreign countries and potential restrictions on the flow of international capital and currencies.
Foreign issuers may also be subject to less government regulation than U.S. companies. Moreover, the dividends and interest payable
on foreign securities may be subject to foreign withholding taxes, thus reducing the net amount of income available for distribution
to a Fund's shareholders. Further, foreign securities often trade with less frequency and volume than domestic securities and,
therefore, may exhibit greater price volatility. Changes in foreign exchange rates will affect, favorably or unfavorably, the value
of those securities which are denominated or quoted in currencies other than the U.S. dollar.
8. FEDERAL TAX INFORMATION
____________________________________________________________________________________________________________________________________
Each Fund has qualified and intends to continue to qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code and to distribute substantially all of its taxable income and net capital gains. Accordingly, no provision has been
made for Federal income taxes.
The Funds are subject to the provisions of 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 2007 - 2011 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, 2011, 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, 2011, 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 $ - $ 25 $(25)
Old Mutual Copper Rock Emerging Growth Fund (659) 377 -
Old Mutual International Equity Fund - 215 (215)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
45
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JULY 31, 2011
The tax character of dividends and distributions declared during the years ended July 31, 2011 and 2010 were as follows:
Ordinary
Income Total
(000) (000)
____________________________________________________________________________________
Old Mutual International Equity Fund
2011 $ 890 $ 890
2010 1,182 1,182
____________________________________________________________________________________
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, 2011 and 2010.
As of July 31, 2011, 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 $515 $(152,578) $(445) $ 5,436 $ - $(147,072)
Old Mutual Copper Rock Emerging Growth Fund - (6,364) - 12,111 - 5,747
Old Mutual International Equity Fund 811 (43,352) - 5,723 (2) (36,820)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
Post-October losses represent losses realized on investment transactions from November 1, 2010 through July 31, 2011 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, 2011, 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 $43,374 $31,726 $77,478 $152,578
Old Mutual Copper Rock Emerging Growth Fund - 5,749 615 6,364
Old Mutual International Equity Fund - 21,072 22,280 43,352
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
During the year ended July 31, 2011, the following capital loss carryforwards were utilized to offset realized capital gains and/or
expired (000):
Amount
________________________________________________________________
Old Mutual Analytic Fund $ 6,779
Old Mutual Copper Rock Emerging Growth Fund 13,339
Old Mutual International Equity Fund 3,348
________________________________________________________________
Under the recently enacted Regulated Investment Company Modernization Act of 2010 (the "Act"), the Funds will be permitted to carry
forward capital losses incurred in taxable years beginning after December 22, 2010 for an unlimited period. However, any losses
incurred during those future taxable years (beginning August 1, 2011) will be required to be utilized prior to the losses incurred
in pre-enactment taxable years. As a result of this ordering rule, pre-enactment capital loss carryforwards presented in the table
above may be more likely to expire unused. Additionally, post-enactment capital losses that are carried forward will retain their
character as either short-term or long-term capital losses rather than being considered all short-term as under previous law.
46
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, 2011 were as follows:
Federal Tax Unrealized Unrealized Net Unrealized
Cost Appreciation Depreciation�� Appreciation
(000) (000) (000) (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $79,338 $ 7,605 $(2,863) $ 4,742
Old Mutual Copper Rock Emerging Growth Fund 38,568 12,158 (47) 12,111
Old Mutual International Equity Fund 30,243 6,787 (1,074) 5,713
____________________________________________________________________________________________________________________________________
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 which, among other disclosure items, requires the Funds to include disclosures on purchases, sales,
issuances and settlements in the reconciliation of activity in Level 3 fair value measurements. This is effective for interim and
annual reporting periods beginning after December 15, 2010. The Adviser has evaluated the implications of ASU No. 2010-06 and does
not anticipate a material impact on the financial statements.
In May 2011, the FASB issued ASU No. 2011-04 "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in
U.S. GAAP and IFRSs". ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP
and IFRS. ASU 2011-04 will require reporting entities to disclose the following information for fair value measurements categorized
within Level 3 of the fair value hierarchy: quantitative information about the unobservable inputs used in the fair value
measurement, the valuation processes used by the reporting entity and a narrative description of the sensitivity of the fair value
measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs. In addition, ASU 2011-04
will require reporting entities to make disclosures about amounts and reasons for transfers in and out of Level 1 and Level 2 fair
value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December
15, 2011. The Adviser has evaluated the implications of ASU No. 2011-04 and does not anticipate a material impact on the financial
statements.
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.
47
[PWC LOGO]
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 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, 2011 and the results of each of their operations for the year then ended, 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, 2011 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
September 22, 2011
....................................................................................................................................
PricewaterhouseCoopers LLP, 1900 16th Street, Suite 1600, Denver, CO 80202
T: (720) 931 7000, F: (720) 931 7100, www.pwc.com/us
48
NOTICE TO SHAREHOLDERS (Unaudited)
For shareholders that do not have a July 31, 2011 tax year end, this notice is for informational purposes only. For shareholders
with a July 31, 2011 tax year end, please consult your tax advisor as to the pertinence of this notice. For the fiscal year ended
July 31, 2011, 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% 100.00% 0.00% 0.00% 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, 2011, the total
amount of foreign source income is $1,313,262 or $0.34 per share. The total amount of foreign taxes to be paid is $130,218 or
$0.03 per share. Your allocable share of the foreign tax credit will be reported on Form 1099 DIV.
49
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, 2011 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. In addition, the most recent list of portfolio holdings is available on the Trust's website at
oldmutualfunds.com.
50
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - July 31, 2011
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, 2011.
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
2/01/11 7/31/11 Month Period Period* 2/01/11 7/31/11 Month Period Period*
_________________________________________________________________________________________ _________________________________________________________________________________________
Old Mutual Analytic Fund - Class A Old Mutual Copper Rock Emerging Growth Fund - Class Z
_________________________________________________________________________________________ _________________________________________________________________________________________
Actual Fund Return $1,000.00 $1,022.90 1.71% $8.58 Actual Fund Return $1,000.00 $1,109.70 1.42% $7.43
Hypothetical 5% Return 1,000.00 1,016.31 1.71 8.55 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 1,019.80 2.46 12.32 Actual Fund Return 1,000.00 1,111.10 1.22 6.39
Hypothetical 5% Return 1,000.00 1,012.60 2.46 12.28 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 1,025.60 1.46 7.33 Actual Fund Return 1,000.00 1,009.70 1.52 7.57
Hypothetical 5% Return 1,000.00 1,017.55 1.46 7.30 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 1,023.60 1.41 7.07 Actual Fund Return 1,000.00 1,010.70 1.27 6.33
Hypothetical 5% Return 1,000.00 1,017.80 1.41 7.05 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 1,108.50 1.67 8.73 Actual Fund Return 1,000.00 1,011.80 1.02 5.09
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).
51
BOARD OF TRUSTEES AND OFFICERS OF THE TRUST
As of July 31, 2011 (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, 7th Floor, Denver, Colorado 80237. The Statement of Additional Information includes additional information about the
Trustees and is available, without charge, upon request, by calling 888-772-2888 toll-free.
_________________________________________________________________________________________________________________________________________________________________________________
INDEPENDENT TRUSTEES
_________________________________________________________________________________________________________________________________________________________________________________
Number of Funds
in the Old Mutual
Position(s) Term of Office* Fund Complex 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 20 Chairman of Board and Trustee of
(Age: 55) the Board and Ventures, LLC (investments) since 2003. Old Mutual Funds II since 2010.
Trustee Chairman, Foothills Energy Ventures, Director of TS&W/Claymore
LLC, since 2006. Partner, WillSource Tax-Advantaged Balanced Fund
Enterprise, LLC (oil and gas exploration and Old Mutual/Claymore Long
and production), 2005 to 2006. Short Fund since 2004. Trustee of
Managing Director, High Sierra Energy, Old Mutual Funds III, 2008 - 2009.
LP (holding company of natural resource Chairman, American Midstream
related businesses), 2004 to 2005. Partners, LP since 2011.
Portfolio Manager and Vice President
of Janus Capital Corp., 2000 to 2002.
Senior Analyst and Portfolio Manager,
Marsico Capital Management, 1997
to 1999.
_________________________________________________________________________________________________________________________________________________________________________________
John R. Bartholdson Trustee Since 2004 Retired. Formerly Chief Financial 20 Trustee of ING Clarion Real Estate
(Age: 67) Officer, The Triumph Group, Inc. Income Fund from 2004 to 2009
(manufacturing), 1992 to 2007. and ING Clarion Global Real Estate
Income Fund since 2004. Trustee
of Old Mutual Funds II since 1995.
Trustee of Old Mutual Insurance
Series Fund, 1997 - 2009, and
Old Mutual Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
Robert M. Hamje Trustee Since 2004 Retired. Formerly President and Chief 20 Trustee of Old Mutual Funds II since
(Age: 69) Investment Officer, TRW Investment 2010. Director of TS&W/Claymore
Management Company (investment Tax-Advantaged Balanced Fund and
management), 1984 - 2003. Old Mutual/Claymore Long-Short
Fund since 2004. Chairman of the
Board and Trustee of Old Mutual
Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
Jarrett B. Kling Trustee Since 2004 Managing Director, ING Clarion Real 20 Trustee of Old Mutual Funds II since
(Age: 68) Estate Securities, L.P. (investment 2010. Trustee, Hirtle Callaghan
management), 1998 - present. Trust since 1995; ING Clarion Real
Estate Income Fund from 2004
to 2009; ING Clarion Global Real
Estate Income Fund since 2004; and
ING Clarion since 1998. Trustee of
Old Mutual Funds III, 2008 - 2009.
_________________________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
52
_________________________________________________________________________________________________________________________________________________________________________________
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, 7 Director of Old Mutual Capital, Inc.
(Age: 51) Trustee, June 2008 - present, President, and Trustee Old Mutual Investment
President, October 2006 - present, and Chief Partners, and Old Mutual Fund
and Principal Operating Officer, October 2006 - Services, since 2006; Trustee of Old
Executive June 2008, Old Mutual Capital, Inc. Mutual Funds III, 2008 - 2009.
Officer President, Chief Financial Officer and
Treasurer, Old Mutual Fund Services,
October 2006 - present. President and
Chief Executive Officer, Scudder family
of funds, 2004 - December 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Walter W. Driver, Jr.** Advisory Since 2006 Chairman - Southeast, Goldman Sachs 20 Total Systems Services, Inc., Equifax,
(Age: 66) Trustee & Co., 2006 - present. Attorney, 1970 Inc., Old Mutual Funds II (Advisory
- 2006, and Chairman , 1999 - 2006, Trustee), since 2010, Old Mutual
King & Spalding LLP (law firm). Funds III (Advisory Trustee), 2008
- 2009.
_________________________________________________________________________________________________________________________________________________________________________________
* Trustee of the Trust until such time as his or her successor is duly elected and appointed.
** 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.
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
_________________________________________________________________________________________________________________________________________________________________________________
Position Term of Office
Held with the and Length of Principal Occupation(s)
Name and Age* Trust Time Served** During Past 5 Years
_________________________________________________________________________________________________________________________________________________________________________________
Julian F. Sluyters President and Principal Since 2006 Chief Executive Officer, June 2008 - present, President, October 2006 - present,
(Age: 51) Executive Officer and Chief Operating Officer, October 2006 - June 2008, Old Mutual Capital,
Inc. President, Chief Financial Officer and Treasurer, Old Mutual Fund Services,
October 2006 - present. President and Chief Executive Officer, Scudder family of
funds, 2004 - December 2005.
_________________________________________________________________________________________________________________________________________________________________________________
Robert T. Kelly Treasurer and Principal Since 2006 Vice President, June 2007 - present, Old Mutual Capital, Inc. and Vice President,
(Age: 42) Financial Officer October 2006 - present, Old Mutual Fund Services. Vice President of Portfolio
Accounting, Founders Asset Management LLC, 2000 - February 2006.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn A. Burns Vice President, Chief Compliance Officer Chief Compliance Officer, March 2010 - present, Vice President, January
(Age: 34) Chief Compliance since March 2010; 2010 - present, Regulatory Reporting Manager, August 2006 - present, and
Officer and Assistant Assistant Treasurer Assistant Vice President, January 2009 - January 2010, Old Mutual Fund
Treasurer since 2006 Services. Chief Compliance Officer, March 2010 - present and Vice President,
January 2010 - present, Old Mutual Capital, Inc. Manager, 2004 - July 2006,
PricewaterhouseCoopers LLP.
_________________________________________________________________________________________________________________________________________________________________________________
Kathryn L. Santoro Vice President and Secretary May 2011 Vice President and General Counsel, May 2011 - present, Vice President and
(Age: 37) Secretary - present; Assistant Associate General Counsel, January 2009 - May 2011, and Associate Counsel,
Secretary 2007 - November 2005 - January 2009, Old Mutual Capital, Inc. General Counsel and
May 2011 Secretary, Old Mutual Fund Services, May 2011 - present. Associate Attorney,
Hall & Evans, LLC, 2004 - 2005.
_________________________________________________________________________________________________________________________________________________________________________________
* The address for each of the officers of the Trust is 4643 South Ulster Street, Suite 700, Denver, Colorado 80237.
** Each officer of the Trust shall serve until such time as his or her successor is duly elected and qualified.
53
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (UNAUDITED)
Background
The Board of Trustees (the "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 meeting held on May 18 - 19, 2011, 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 the "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 ("Analytic");
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, 2012. 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 OMCAP 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 meeting, 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, the selection of broker/dealers for those transactions,
and the use of soft dollars; 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. The Board noted that OMCAP's parent company, Old Mutual (US) Holdings, Inc. ("OMUSH"), agreed to support OMCAP's
contractual commitments with the Funds, and will continue to do so during the term of each such contractual commitment.
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. 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 had not realized a profit on any of the Funds. The Board noted that OMCAP has
contractually agreed to limit expenses of the Funds through at least December 31, 2012 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. The Board also
reviewed advisory fee levels compared to other similar investment accounts managed by the Adviser and Sub-Advisers. 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.
Profitability and Financial Resources. The Board reviewed information from OMCAP concerning the costs of the advisory and other
services that OMCAP and its affiliates provide to the Funds and the profitability of OMCAP and its affiliates 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 OMUSH, as well as the financial condition of Old Mutual plc, the ultimate parent of OMCAP and its
affiliates. The Board
54
noted that OMCAP continues to operate at a net loss. 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 again noted that OMUSH agreed to support
OMCAP's contractual commitments with the Funds, and will continue to do so during the term of each such contractual commitment. 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 that ,while contractual advisory fees ranked fifth out of the
eight 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 seventh 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, 2011 ranked seventh out of nine funds in its performance group, the Balanced Portfolio's longer term
performance generally ranked more favorably, with the Balanced Portfolio ranking fifth out of eight funds for the three-year period,
and third out of five 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 that, while the contractual advisory fee ranked fourth
out of the six 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 fifth
out of eight 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, 2011 ranked seventh out of eight funds in its performance group, the Conservative
Portfolio's longer term performance ranked fourth out of seven funds for the three-year period, second out of four funds for the
five-year period, and third out of four funds for the since inception period. It was noted that, due to its higher fixed income
allocation, the Conservative Portfolio generally is 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.
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 that, while the contractual advisory fee ranked fourth out of the five 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 third out of seven 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 the total return performance for the Growth Portfolio for the one-year period ended March 31,
2011 ranked fifth out of seven funds in its performance group, an improvement over the performance ranking for the three- and
five-year periods, with the Growth Portfolio ranking sixth out of seven funds for the three-year period and fourth out of five funds
for the five-year period. The Growth Fund ranked second out of four 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 that, while the contractual advisory fee
ranked sixth out of the eight 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 sixth out of nine 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, 2011 ranked fourth out of nine funds in
its performance group, an improvement over the performance ranking for the three- and five-year periods, with the Moderate Growth
Portfolio ranking seventh out of eight funds for the three-year period and fifth out of five funds for the five-year period. The
Moderate Growth Portfolio ranked second out of four funds for the since inception period.
55
BOARD REVIEW AND APPROVAL OF INVESTMENT MANAGEMENT
AND SUB-ADVISORY AGREEMENTS (UNAUDITED) - concluded
Analytic Fund. In connection with the approval of the renewal of the Advisory Agreement with OMCAP related to the Old Mutual
Analytic Fund ("Analytic Fund"), the Trustees considered that, while the contractual advisory fee ranked third out of the nine funds
in the expense group, the actual net advisory fee for the Analytic Fund ranked the Fund first out of nine funds, while the Analytic
Fund's total expenses ranked fourth out of nine funds. The Board also considered the Adviser's voluntary ten basis point advisory
fee reduction that went into effect 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, 2011 ranked second out of nine funds in its performance group, an improvement
over the performance ranking for the three-year, five-year, and since inception periods, with the Analytic Fund ranking seventh out
of eight funds for the three-year period and third out of three funds for the five-year and since inception periods.
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 that the contractual advisory fee ranked eighth out of the
eighteen funds in the expense group, and the actual net advisory fee for the Emerging Growth Fund ranked the Fund twelfth out of a
peer group of eighteen funds, while the Emerging Growth Fund's total expenses ranked eighth out of eighteen funds. The Trustees
considered the fact that the total return performance for the Emerging Growth Fund for the one-year period ended March 31, 2011
ranked ninth out of eighteen funds in its performance group, an improvement over the performance ranking for the three-year,
five-year, and since inception periods, with the Emerging Growth Fund ranking eleventh out of sixteen funds for the three-year
period, eleventh out of fifteen funds for the five-year period, and eighth out of fifteen funds for the since inception period.
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 that, while the contractual advisory fee ranked seventh out of
the nine funds in the expense group, the actual net advisory fee for the International Equity Fund ranked the Fund second out of a
peer group of nine funds, while the International Equity Fund's total expenses ranked fourth out of nine funds. The Trustees
considered the fact that the total return performance for the International Equity Fund for the one-year period ended March 31, 2011
ranked first out of nine funds in its performance group, an improvement over the performance ranking for the three-year, five-year,
and since inception periods, with the International Equity Fund ranking eighth out of nine funds for the three-year period and fifth
out of six funds for the five-year and since inception periods.
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 Acadian, Analytic, 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 OMUSH agreed to support OMCAP's contractual commitments with the Funds, and will continue to do so during the term of
each such contractual commitment;
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 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.
56
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-11-046 09/2011
The aggregate tax fees billed by the registrant’s principal accountant to the Service Providers, which required pre-approval by the board’s audit committee, for the fiscal years ending July 31, 2011 and 2010 were $2,000 and $55,000, respectively. These fees were for the preparation of federal and state tax returns for other investment companies with the same investment adviser as the registrant.
The aggregate of all other fees billed by the registrant’s principal accountant to the Service Providers, which required pre-approval by the board’s audit committee, for the fiscal years ending July 31, 2011 and 2010 were $0 and $4,000, respectively. These fees were for the review of the registration statements for other investment companies with the same investment adviser as the registrant.
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.
