Julian F. Sluyters
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
SEMI-ANNUAL
REPORT
January 31, 2012
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
Proxy Voting and Portfolio Holdings 39
Fund Expenses Example 40
ABOUT THIS REPORT
HISTORICAL RETURNS
____________________________________________________________________________________________________________________________________
All total returns mentioned in this report account for the change in a Fund's per-share price and the reinvestment of any dividends
and capital gain distributions. If your account is set up to receive Fund dividends and distributions in cash rather than reinvest
them, your actual return may differ from these figures. The Funds' performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares.
Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. Performance results represent past performance, and
current performance may be higher or lower. Please call toll-free, at 888-772-2888, or visit oldmutualfunds.com for performance
results current to the most recent month-end.
Performance results for short periods of time may not be representative of longer-term results. Performance without load assumes
that no front-end or contingent deferred sales charge was applied or the investment was not redeemed. Performance with load assumes
that a front-end or contingent deferred sales charge was applied to the extent applicable. The Funds each offer Class A, Class C,
Class Z and Institutional Class shares. Class A shares have a current maximum up-front sales charge of 5.75% and are subject to an
annual service fee of 0.25%. Class C shares are subject to aggregate annual distribution and service fees of 1.00% and will be
subject to a contingent deferred sales charge of 1.00% if redeemed within the first 12 months of purchase. Class Z and
Institutional Class shares are only available to eligible shareholders. The returns for certain periods may reflect fee waivers
and/or reimbursements in effect for that period; absent fee waivers and reimbursements, performance would have been lower.
FUND DATA
____________________________________________________________________________________________________________________________________
This report reflects views, opinions and Fund holdings as of January 31, 2012, 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 January 31, 2012 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:
During the semi-annual period covered in this report, equity markets around the globe were penalized, as investors grew more
apprehensive about growth prospects and government policy responses in the Eurozone, China and the U.S. There seemed to be no safe
haven within the global equity markets, as even large markets such as Germany, France and China fell more than the U.S. market.
Particularly hard hit were emerging markets - whose export dependence would be challenged by a slowdown in global demand -
continental Europe, and U.S. small-capitalization stocks.
On the bright side, the volatility of the third quarter moderated somewhat in the fourth quarter, as more positive economic data
brought renewed optimism and many markets gained ground. Globally, equities rallied as investors began to believe the U.S. economy
was growing, even though Europe continued to face a potential recession and emerging markets were cooling. As such, while U.S.
equity returns for 2011 were modest, they were still better than those in many other countries.
Furthermore, while the lingering questions surrounding global economic growth will not be resolved overnight, there is the theory
that equity markets generally rise in anticipation of an economic recovery. January 2012 seemed to be representative of this theory
and the year kicked off with a strong rally.
Looking ahead, Old Mutual Capital will continue to monitor and evaluate the economic environment as we 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, Inc.*
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio (the
"Fund") returned 0.87% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S. Aggregate
Index returned 4.25%. Performance for all share classes can be found on page 5.
Q. What investment environment did the Fund face during the past period?
A. Uncertainty surrounding the Eurozone crisis and the direction of the global economy contributed to a volatile market
environment. Investors fled foreign stocks in favor of the perceived safety of domestic securities, particularly larger
capitalization issues. In the U.S., small- and mid-capitalization stocks were relatively flat versus modest returns for
large-capitalization stocks. Outside the U.S., both large- and small-capitalization names suffered, and continental Europe was
the hardest hit of all regions, including emerging markets. Overall, bonds outpaced stocks as longer maturity bonds benefited
from the continued decline in interest rates.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's considerable exposure to foreign equities and short-term bonds was a major detractor from performance, as foreign
markets sold off and shorter maturity bonds continued to underperform the broad market. This was partially offset by the strong
relative performance of the underlying equity fund managers. The majority of equity managers outperformed the blended
benchmarks that were set for them. Managers of fixed-income funds, in aggregate, underperformed their respective blended
benchmarks. In aggregate, the underlying fund managers detracted from relative performance given the Fund's fixed income
emphasis.
Multiple tactical asset allocation decisions were implemented over the period in an effort to lower the Fund's risk. In
September 2011, slight reductions in high-yield bonds and domestic small-capitalization stocks were made in favor of
investment-grade bonds and large-capitalization stocks, respectively. The underweight in small-capitalization stocks remained
in place and benefited performance as large-capitalization stocks outperformed during the period. In October 2011, equity
exposures were trimmed slightly and allocated toward short-term bonds. The allocation to high-yield securities was removed in
late December 2011 when the Old Mutual High Yield Fund was reorganized into a new mutual fund advised by First Eagle Investment
Management, Inc. During January 2012, the Fund had limited high-yield bond exposure and experienced little benefit from the
strong performance of high-yield bonds. While all the decisions combined to reduce Fund volatility, collectively they were a
further drag on performance.
Q. How did portfolio composition affect relative Fund performance?
A. The Fund is a "Fund of Funds," which seeks to achieve its investment objective by investing in a portion of underlying equity
and fixed-income funds, although a portion of its assets may be invested in cash, cash equivalents, or in money market funds.
Based on the performance of the Fund's underlying mutual fund investments, Old Mutual Barrow Hanley Core Bond Fund, Old Mutual
Dwight Intermediate Fixed Income Fund and Old Mutual Barrow Hanley Value Fund were the largest contributors to overall
performance. Old Mutual International Equity Fund, Old Mutual High Yield Fund (no longer a Fund holding) and Old Mutual Copper
Rock Emerging Growth Fund contributed the least to overall performance.
* Effective December 31, 2011, Ibbotson Associates Advisors, LLC, the former sub-adviser to the Fund, was merged into Ibbotson
Associates, Inc.
Performance Highlights
o For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Conservative Portfolio
returned 0.87% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S. Aggregate Index
returned 4.25%.
o The Fund's considerable exposure to foreign equities and short-term bonds was a major detractor from performance, as foreign
markets sold off and shorter maturity bonds continued to underperform the broad market. This was partially offset by the strong
relative performance of the underlying equity fund managers.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Dwight Intermediate Fixed Income Fund and Old Mutual Barrow Hanley Value
Fund were the largest contributors to overall performance.
o Old Mutual International Equity Fund, Old Mutual High Yield Fund (no longer a Fund holding) and Old Mutual Copper Rock Emerging
Growth 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, Inc.
Top Ten Holdings
as of January 31, 2012
Old Mutual Barrow Hanley
Core Bond Fund 38.8%
___________________________________________________________________________________
Old Mutual Dwight
Short Term Fixed
Income Fund 17.8%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 13.7%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap
Value Fund 6.4%
___________________________________________________________________________________
Old Mutual International
Equity Fund 5.3%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 5.2%
___________________________________________________________________________________
Old Mutual Focused Fund 4.0%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 3.2%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 2.4%
___________________________________________________________________________________
Old Mutual Analytic U.S.
Long/Short Fund 2.2%
___________________________________________________________________________________
As a % of Total
Fund Investments 99.0%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Ibbotson Associates, Inc. ("Ibbotson"), the Fund's sub-adviser, remains cautious about global markets going forward and has
made slight adjustments to the Fund as a result. Ibbotson remains underweight stocks in favor of short-term bonds and cash,
with an emphasis on larger capitalization issues. Ibbotson is also concerned about the downside risk in bonds given their
historically low yields and the potential for increased inflation and interest rates.
Looking ahead, Ibbotson believes U.S. stocks appear expensive given elevated profit margins and stretched long-term valuations
following the recent rally in stocks. Investors' bullish expectations for U.S. profits add further concern, as the downside
risk to earnings and profit margins increases. Foreign equity valuations appear more favorable going forward, particularly
those in Europe and Japan. The Fund remains underweight in small-capitalization U.S. stocks due to unfavorable valuations and
sensitivity to both investor sentiment and economic activity.
Globally, government bonds offer very little to the medium-term investor and thus, Ibbotson prefers investment-grade corporate
bonds, with an emphasis on shorter duration issues. Together short-duration government bonds, high-grade corporate bonds, and
cash are Ibbotson's preferred defensive assets for the Fund.
Asset Allocation Conservative Portfolio
4
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 6 Month 1 Year 5 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (4.90)% (2.21)% 3.21% 4.37%
Class A without load 09/30/04 0.87% 3.75% 4.45% 5.22%
Class C with load 09/30/04 (0.38)% 2.01% 3.69% 4.45%
Class C without load 09/30/04 0.61% 3.01% 3.69% 4.45%
Class Z 12/09/05 1.12% 4.03% 4.74% 5.31%
Institutional Class 09/30/04 1.03% 4.03% 4.72% 5.49%
S&P Composite 1500 09/30/04 2.51% 4.21% 0.70% 4.76%
Barclays Capital U.S. Aggregate Index 09/30/04 4.25% 8.66% 6.70% 5.60%
____________________________________________________________________________________________________________________________________
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, 2011) are 1.63%
and 1.33%; 2.33% and 2.08%; 2.37% and 1.08%; and 1.35% and 1.08%, 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 | |
| 1/31/12 | 13,690 | 13,762 | 14,797 | 14,069 | 14,912 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 70.2 | % | |
| Value-Mid Cap | 6.4 | % | |
| International Equity | 5.3 | % | |
| Value | 5.2 | % | |
| Growth & Income-Large Cap | 4.0 | % | |
| Growth-Large Cap | 3.2 | % | |
| Growth | 2.4 | % | |
| Market Neutral-Equity | 2.2 | % | |
| Cash Equivalents | 1.0 | % | |
| Value-Small Cap | 0.1 | % | |
5
OLD MUTUAL ASSET ALLOCATION CONSERVATIVE PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.1% Money Market Fund - 1.0%
Government/Corporate - 70.3% Old Mutual Cash Reserves Fund,
Old Mutual Barrow Hanley 1,319,612 $ 14,067 Institutional Class, 0.00% (A) 377,997 $ 378
Core Bond Fund ______________
Old Mutual Dwight Intermediate 500,741 4,957
Fixed Income Fund Total Money Market Fund 378
Old Mutual Dwight Short Term ______________
Fixed Income Fund 640,895 6,448
______________ Total Affiliated Mutual Funds (Cost $33,051) 36,274
_____________________________________________________________________
Total Government/Corporate 25,472
_____________________________________________________________________ Total Investments - 100.1% (Cost $33,051) 36,274
_____________________________________________________________________
Growth - 2.4%
Old Mutual Copper Rock Emerging Other Assets and Liabilities, Net - (0.1)% (30)
Growth Fund* 75,298 865 _____________________________________________________________________
______________
Total Net Assets - 100.0% $ 36,244
Total Growth 865 _____________________________________________________________________
_____________________________________________________________________
For descriptions of abbreviations and footnotes, please refer to
Growth & Income-Large Cap - 4.0% page 19.
Old Mutual Focused Fund 65,907 1,454
______________ Other Information:
Total Growth & Income-Large Cap 1,454 The Fund utilizes various inputs in determining the value of its
_____________________________________________________________________ investments as of the reporting period end. These inputs are
summarized in three broad levels as follows:
Growth-Large Cap - 3.2%
Old Mutual Large Cap Growth Fund 59,538 1,149 Level 1 - quoted prices in active markets for identical securities
______________
Level 2 - other significant observable inputs (including quoted
Total Growth-Large Cap 1,149 prices for similar securities, interest rates, prepayment
_____________________________________________________________________ speeds, credit risk, etc.)
International Equity - 5.3% Level 3 - significant unobservable inputs (including the Fund's own
Old Mutual International Equity Fund 233,363 1,930 assumption in determining the fair value of investments)
______________
The inputs or methodology used for valuing securities are not
Total International Equity 1,930 necessarily an indication of the risk associated with investing in
_____________________________________________________________________ those securities. A summary of the inputs used as of January 31, 2012
in valuing the Fund's net assets were as follows (000):
Market Neutral-Equity - 2.2%
Old Mutual Analytic U.S. Description Level 1 Level 2 Level 3 Total
Long/Short Fund 67,741 804 _____________________________________________________________________
______________
Investments
Total Market Neutral-Equity 804 Affiliated Mutual Funds $36,274 $- $- $36,274
_____________________________________________________________________ _____________________________________________________________________
Value - 5.2% Total Investments $36,274 $- $- $36,274
Old Mutual Barrow Hanley Value Fund 286,872 1,890 _____________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further
Total Value 1,890 information.
_____________________________________________________________________
Value-Mid Cap - 6.4%
Old Mutual TS&W Mid-Cap Value Fund 266,718 2,310
______________
Total Value-Mid Cap 2,310
_____________________________________________________________________
Value-Small Cap - 0.1%
Old Mutual TS&W Small Cap Value Fund* 1,230 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, Inc.*
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio (the
"Fund") returned 0.35% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S. Aggregate
Index returned 4.25%. Performance for all share classes can be found on page 9.
Q. What investment environment did the Fund face during the past period?
A. Uncertainty surrounding the Eurozone crisis and the direction of the global economy contributed to a volatile market
environment. Investors fled foreign stocks in favor of the perceived safety of domestic securities, particularly larger
capitalization issues. In the U.S., small- and mid-capitalization stocks were relatively flat versus modest returns for
large-capitalization stocks. Outside the U.S., both large- and small-capitalization names suffered, and continental Europe was
the hardest hit of all regions, including emerging markets. Overall, bonds outpaced stocks as longer maturity bonds benefited
from the continued decline in interest rates.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's considerable exposure to foreign equities and short-term bonds was a major detractor from performance, as foreign
markets sold off and shorter maturity bonds continued to underperform the broad market. This was partially offset by the strong
relative performance of the underlying equity fund managers. The majority of equity fund managers outperformed the blended
benchmarks that were set for them. Fixed-income fund managers, in aggregate, underperformed their respective blended
benchmarks. In aggregate, the underlying fund managers added to relative performance.
Multiple tactical asset allocation decisions were implemented over the period in an effort to lower the Fund's risk. In
September 2011, slight reductions in high-yield bonds and domestic small-capitalization stocks were made in favor of
investment-grade bonds and large-capitalization stocks, respectively. The underweight in small-capitalization stocks remained
in place and benefited performance as large-capitalization stocks outperformed during the period. The Fund also held an
underweight position in real estate investment trusts (REITs) in favor of U.S. large-capitalization stocks over the entire
period that detracted slightly from performance. In October 2011, equity exposures were trimmed slightly and allocated toward
short-term bonds. The allocation to high-yield securities was removed in late December 2011 when the Old Mutual High Yield
Fund was reorganized into a new mutual fund advised by First Eagle Investment Management, Inc. During January 2012, the Fund
had limited high-yield bond exposure and experienced little benefit from the strong performance of high-yield bonds. While all
the decisions combined to reduce Fund volatility, collectively they were a further drag on performance.
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
Barrow Hanley Value Fund and Old Mutual Focused Fund were among the largest contributors to overall performance. Old Mutual
International Equity Fund, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual Copper Rock International Small Cap Fund
were among those that contributed the least to overall performance.
* Effective December 31, 2011, Ibbotson Associates Advisors, LLC, the former sub-adviser to the Fund, was merged into Ibbotson
Associates, Inc.
Performance Highlights
o For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Balanced Portfolio returned
0.35% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S. Aggregate Index returned
4.25%.
o The Fund's considerable exposure to foreign equities and short-term bonds was a major detractor from performance, as foreign
markets sold off and shorter maturity bonds continued to underperform the broad market. This was partially offset by the strong
relative performance of the underlying equity fund managers.
o Old Mutual Barrow Hanley Core Bond Fund, Old Mutual Barrow Hanley Value Fund and Old Mutual Focused Fund were among the largest
contributors to overall performance.
o Old Mutual International Equity Fund, Old Mutual Copper Rock Emerging Growth 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, Inc.
Top Ten Holdings
as of January 31, 2012
Old Mutual Barrow Hanley
Core Bond Fund 22.8%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 11.5%
___________________________________________________________________________________
Old Mutual Dwight Short Term
Fixed Income Fund 9.0%
___________________________________________________________________________________
Old Mutual TS&W Mid-Cap
Value Fund 8.9%
___________________________________________________________________________________
Old Mutual International
Equity Fund 8.6%
___________________________________________________________________________________
Old Mutual Focused Fund 7.8%
___________________________________________________________________________________
Old Mutual Dwight
Intermediate Fixed
Income Fund 7.0%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 6.4%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 5.1%
___________________________________________________________________________________
Old Mutual Analytic U.S.
Long/Short Fund 4.7%
___________________________________________________________________________________
As a % of Total
Fund Investments 91.8%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Ibbotson Associates, Inc. ("Ibbotson"), the Fund's sub-adviser, remains cautious about global markets going forward and has
made slight adjustments to the Fund as a result. The Fund remains underweight stocks and REITs in favor of short-term bonds and
cash, with an emphasis on larger capitalization issues. Ibbotson is also concerned with the downside risk in bonds given their
historically low yields and the potential for increased inflation and interest rates.
Looking ahead, Ibbotson believes U.S. stocks appear expensive given elevated profit margins and stretched long-term valuations
following the recent rally in stocks. Investors' bullish expectations for U.S. profits add further concern, as the downside
risk to earnings and profit margins increases. REIT valuations remain elevated and yields are still at historic lows. Foreign
equity valuations appear more favorable going forward, particularly those in Europe and Japan. The Fund remains underweight
small-capitalization U.S. stocks due to unfavorable valuations and sensitivity to both investor sentiment and economic
activity.
Globally, government bonds offer very little to the medium-term investor and thus, Ibbotson prefers investment-grade corporate
bonds, with an emphasis on shorter duration issues. Together short-duration government bonds, high-grade corporate bonds, and
cash are Ibbotson's preferred defensive assets for the Fund.
Asset Allocation Balanced Portfolio
8
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 6 Month 1 Year 5 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (5.40)% (3.01)% 1.39% 4.45%
Class A without load 09/30/04 0.35% 2.89% 2.60% 5.30%
Class C with load 09/30/04 (1.04)% 1.11% 1.84% 4.54%
Class C without load 09/30/04 (0.05)% 2.11% 1.84% 4.54%
Class Z 12/09/05 0.48% 3.15% 2.87% 4.48%
Institutional Class 09/30/04 0.49% 3.16% 2.83% 5.55%
S&P Composite 1500 09/30/04 2.51% 4.21% 0.70% 4.76%
Barclays Capital U.S. Aggregate Index 09/30/04 4.25% 8.66% 6.70% 5.60%
____________________________________________________________________________________________________________________________________
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, 2011) are 1.76%
and 1.46%; 2.41% and 2.21%; 2.23% and 1.21%; and 47.76% and 1.21%, 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 | |
| 1/31/12 | 13,767 | 13,851 | 14,864 | 14,069 | 14,912 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 38.7 | % | |
| Value | 11.5 | % | |
| International Equity | 10.6 | % | |
| Value-Mid Cap | 8.9 | % | |
| Growth & Income-Large Cap | 7.8 | % | |
| Growth-Large Cap | 6.4 | % | |
| Value-Small Cap | 5.1 | % | |
| Market Neutral-Equity | 4.7 | % | |
| Growth | 3.3 | % | |
| Sector Fund-Real Estate | 2.0 | % | |
| Cash Equivalents | 1.0 | % | |
9
OLD MUTUAL ASSET ALLOCATION BALANCED PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.1% Value-Mid Cap - 8.9%
Government/Corporate - 38.7% Old Mutual TS&W
Old Mutual Barrow Hanley Mid-Cap Value Fund 599,737 $ 5,194
Core Bond Fund 1,244,781 $ 13,269 ______________
Old Mutual Dwight Intermediate Fixed
Income Fund 410,817 4,067 Total Value-Mid Cap 5,194
Old Mutual Dwight Short Term Fixed _____________________________________________________________________
Income Fund 519,622 5,228
______________ Value-Small Cap - 5.1%
Old Mutual TS&W
Total Government/Corporate 22,564 Small Cap Value Fund* 168,418 2,985
_____________________________________________________________________ ______________
Growth - 3.3% Total Value-Small Cap 2,985
Old Mutual Copper Rock Emerging _____________________________________________________________________
Growth Fund* 166,894 1,917
______________ Money Market Fund - 1.0%
Old Mutual Cash Reserves Fund,
Total Growth 1,917 Institutional Class, 0.00% (A) 577,954 578
_____________________________________________________________________ ______________
Growth & Income-Large Cap - 7.8% Total Money Market Fund 578
Old Mutual Focused Fund 205,973 4,544 ______________
______________
Total Affiliated Mutual Funds (Cost $52,361) 58,325
Total Growth & Income-Large Cap 4,544 _____________________________________________________________________
_____________________________________________________________________
Total Investments - 100.1% (Cost $52,361) 58,325
Growth & Income-Small Cap - 2.0% _____________________________________________________________________
Old Mutual Copper Rock International
Small Cap Fund 110,324 1,180 Other Assets and Liabilities, Net - (0.1)% (66)
______________ _____________________________________________________________________
Total Growth & Income-Small Cap 1,180 Total Net Assets - 100.0% $ 58,259
_____________________________________________________________________ _____________________________________________________________________
Growth-Large Cap - 6.4% For descriptions of abbreviations and footnotes, please refer to
Old Mutual Large Cap Growth Fund 192,678 3,720 page 19.
______________
Other Information:
Total Growth-Large Cap 3,720
_____________________________________________________________________ The Fund utilizes various inputs in determining the value of its
investments as of the reporting period end. These inputs are
International Equity - 8.6% summarized in three broad levels as follows:
Old Mutual International Equity Fund 607,978 5,028
______________ Level 1 - quoted prices in active markets for identical securities
Total International Equity 5,028 Level 2 - other significant observable inputs (including quoted
_____________________________________________________________________ prices for similar securities, interest rates, prepayment
speeds, credit risk, etc.)
Market Neutral-Equity - 4.7%
Old Mutual Analytic U.S. Level 3 - significant unobservable inputs (including the Fund's own
Long/Short Fund 230,814 2,740 assumption in determining the fair value of investments)
______________
The inputs or methodology used for valuing securities are not
Total Market Neutral-Equity 2,740 necessarily an indication of the risk associated with investing in
_____________________________________________________________________ those securities. A summary of the inputs used as of January 31, 2012
in valuing the Fund's net assets were as follows (000):
Sector Fund-Real Estate - 2.0%
Old Mutual Heitman REIT Fund 121,990 1,143
______________ Description Level 1 Level 2 Level 3 Total
_____________________________________________________________________
Total Sector Fund-Real Estate 1,143
_____________________________________________________________________ Investments
Affiliated Mutual Funds $58,325 $- $- $58,325
Value - 11.6% _____________________________________________________________________
Old Mutual Barrow Hanley Value Fund 1,021,510 6,732
______________ Total Investments $58,325 $- $- $58,325
_____________________________________________________________________
Total Value 6,732
_____________________________________________________________________ Refer to the "Security Valuation" section of Note 2 for further
information.
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, Inc.*
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio
(the "Fund") returned -0.73% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S.
Aggregate Index returned 4.25%. Performance for all share classes can be found on page 13.
Q. What investment environment did the Fund face during the past period?
A. Uncertainty surrounding the Eurozone crisis and the direction of the global economy contributed to a volatile market
environment. Investors fled foreign stocks in favor of the perceived safety of domestic securities, particularly larger
capitalization issues. In the U.S., small- and mid-capitalization stocks were relatively flat versus modest returns for
large-capitalization stocks. Outside the U.S., both large- and small-capitalization names suffered, and continental Europe was
the hardest hit of all regions, including emerging markets. Overall, bonds outpaced stocks as longer maturity bonds benefited
from the continued decline in interest rates.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's considerable exposure to foreign equities was a major detractor from performance as foreign markets sold off during
the period. This was partially offset by the strong relative performance of the underlying equity fund managers. The majority
of equity fund managers outperformed the blended benchmarks that were set for them. Short-term bonds continued to underperform
the broad market during the period and fixed-income fund managers, in aggregate, underperformed their respective blended
benchmarks. In aggregate, the underlying fund managers added to relative performance.
Multiple tactical asset allocation decisions were implemented over the period in an effort to lower the Fund's risk. In
September 2011, a slight reduction in domestic small-capitalization stocks was made in favor of large-capitalization stocks.
The underweight in small-capitalization stocks remained in place and benefited performance as large-capitalization stocks
outperformed during the period. The Fund also held an underweight position in real estate investment trusts (REITs) in favor of
U.S. large-capitalization stocks over the entire period, which detracted slightly from performance. In October 2011, equity
exposures were trimmed slightly and allocated toward short-term bonds. While all the decisions combined to reduce Fund
volatility, collectively they were a further drag on performance.
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 Value Fund, Old Mutual
Barrow Hanley Core Bond Fund and Old Mutual Large Cap Growth Fund were among the largest contributors to overall performance.
Old Mutual International Equity Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual Copper Rock Emerging
Growth Fund were among those that contributed the least to overall performance.
* Effective December 31, 2011, Ibbotson Associates Advisors, LLC, the former sub-adviser to the Fund, was merged into Ibbotson
Associates, Inc.
Performance Highlights
o For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Asset Allocation Moderate Growth Portfolio
returned -0.73% at net asset value, while the S&P Composite 1500 returned 2.51% and the Barclays Capital U.S. Aggregate Index
returned 4.25%.
o The Fund's considerable exposure to foreign equities was a major detractor from performance as foreign markets sold off during
the period. This was partially offset by the strong relative performance of the underlying equity fund managers.
o Old Mutual Barrow Hanley Value Fund, Old Mutual Barrow Hanley Core Bond Fund and Old Mutual Large Cap Growth Fund were among
the largest contributors to overall performance.
o Old Mutual International Equity Fund, Old Mutual Copper Rock International Small Cap Fund and Old Mutual Copper Rock Emerging
Growth 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, Inc.
Top Ten Holdings
as of January 31, 2012
Old Mutual Barrow Hanley
Core Bond Fund 15.5%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 14.1%
___________________________________________________________________________________
Old Mutual International
Equity Fund 13.1%
___________________________________________________________________________________
Old Mutual TS&W
Small Cap Value Fund 9.4%
___________________________________________________________________________________
Old Mutual Focused Fund 8.8%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 8.2%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 7.3%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 6.4%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 5.4%
___________________________________________________________________________________
Old Mutual Copper Rock
International Small Cap Fund 3.5%
___________________________________________________________________________________
As a % of Total
Fund Investments 91.7%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Ibbotson Associates, Inc. ("Ibbotson"), the Fund's sub-adviser, remains cautious about global markets going forward and has
made slight adjustments to the Fund as a result. The Fund remains underweight stocks and REITs in favor of short-term bonds and
cash, with an emphasis on larger capitalization issues. Ibbotson is also concerned about the downside risk in bonds, given the
historically low yields and the potential for increased inflation and interest rates.
Looking ahead, Ibbotson believes U.S. stocks appear expensive given the elevated profit margins and stretched long-term
valuations following the recent rally in stocks. Investors' bullish expectations for U.S. profits add further concern, as the
downside risk to earnings and profit margins increases. REIT valuations remain elevated and yields are still at historic lows.
Foreign equity valuations appear more favorable going forward, particularly those in Europe and Japan. The Fund remains
underweight small-capitalization U.S. stocks due to unfavorable valuations and sensitivity to both investor sentiment and
economic activity.
Globally, government bonds offer very little to the medium-term investor and thus, Ibbotson prefers investment-grade corporate
bonds, with an emphasis on shorter duration issues. Together, short-duration government bonds, high-grade corporate bonds, and
cash are Ibbotson's preferred defensive assets for the Fund.
Asset Allocation
Moderate Growth Portfolio
12
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 6 Month 1 Year 5 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (6.45)% (3.93)% (0.73)% 3.79%
Class A without load 09/30/04 (0.73)% 1.93% 0.46% 4.64%
Class C with load 09/30/04 (2.13)% 0.18% (0.29)% 3.86%
Class C without load 09/30/04 (1.15)% 1.18% (0.29)% 3.86%
Class Z 12/09/05 (0.70)% 2.12% 0.71% 3.20%
Institutional Class 09/30/04 (0.63)% 2.11% 0.73% 4.92%
S&P Composite 1500 09/30/04 2.51% 4.21% 0.70% 4.76%
Barclays Capital U.S. Aggregate Index 09/30/04 4.25% 8.66% 6.70% 5.60%
____________________________________________________________________________________________________________________________________
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, 2011) are 1.91%
and 1.47%; 2.59% and 2.22%; 2.55% and 1.22%; and 184.49% and 1.22%, 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 | |
| 1/31/12 | 13,142 | 13,202 | 14,225 | 14,069 | 14,912 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Government/Corporate | 20.1 | % | |
| International Equity | 16.6 | % | |
| Value | 14.1 | % | |
| Value-Small Cap | 9.4 | % | |
| Growth & Income-Large Cap | 8.8 | % | |
| Value-Mid Cap | 8.2 | % | |
| Growth-Large Cap | 7.2 | % | |
| Growth | 6.4 | % | |
| Market Neutral-Equity | 5.4 | % | |
| Sector Fund-Real Estate | 2.8 | % | |
| Cash Equivalents | 1.0 | % | |
13
OLD MUTUAL ASSET ALLOCATION MODERATE
GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.3% Value-Small Cap - 9.4%
Government/Corporate - 20.1% Old Mutual TS&W
Old Mutual Barrow Hanley Small Cap Value Fund* 374,627 $ 6,640
Core Bond Fund 1,022,854 $ 10,904 ______________
Old Mutual Dwight Intermediate
Fixed Income Fund 167,382 1,657 Total Value-Small Cap 6,640
Old Mutual Dwight Short Term _____________________________________________________________________
Fixed Income Fund 160,273 1,612
______________ Money Market Fund - 1.0%
Old Mutual Cash Reserves Fund,
Total Government/Corporate 14,173 Institutional Class, 0.00% (A) 695,876 696
_____________________________________________________________________ ______________
Growth - 6.4% Total Money Market Fund 696
Old Mutual Copper Rock ______________
Emerging Growth Fund* 390,770 4,488
______________ Total Affiliated Mutual Funds (Cost $63,773) 70,563
_____________________________________________________________________
Total Growth 4,488
_____________________________________________________________________ Total Investments - 100.3% (Cost $63,773) 70,563
_____________________________________________________________________
Growth & Income-Large Cap - 8.8%
Old Mutual Focused Fund 281,520 6,210 Other Assets and Liabilities, Net - (0.3)% (177)
______________ _____________________________________________________________________
Total Growth & Income-Large Cap 6,210 Total Net Assets - 100.0% $ 70,386
_____________________________________________________________________ _____________________________________________________________________
Growth & Income-Small Cap - 3.5% For descriptions of abbreviations and footnotes, please refer to page 19.
Old Mutual Copper Rock
International Small Cap Fund 229,245 2,453 Other Information:
______________
The Fund utilizes various inputs in determining the value of its investments as
Total Growth & Income-Small Cap 2,453 of the reporting period end. These inputs are summarized in three broad levels
_____________________________________________________________________ as follows:
Growth-Large Cap - 7.3% Level 1 - quoted prices in active markets for identical securities
Old Mutual Large Cap Growth Fund 265,454 5,126
______________ Level 2 - other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayment speeds,
Total Growth-Large Cap 5,126 credit risk, etc.)
_____________________________________________________________________
Level 3 - significant unobservable inputs (including the Fund's own
International Equity - 13.2% assumption in determining the fair value of investments)
Old Mutual International Equity Fund 1,118,162 9,247
______________ The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities. A summary
Total International Equity 9,247 of the inputs used as of January 31, 2012 in valuing the Fund's net assets were
_____________________________________________________________________ as follows (000):
Market Neutral-Equity - 5.4%
Old Mutual Analytic Description Level 1 Level 2 Level 3 Total
U.S. Long/Short Fund 322,315 3,826 ________________________________________________________________________________
______________
Investments
Total Market Neutral-Equity 3,826 Affiliated Mutual Funds $70,563 $- $- $70,563
_____________________________________________________________________ ________________________________________________________________________________
Sector Fund-Real Estate - 2.8% Total Investments $70,563 $- $- $70,563
Old Mutual Heitman REIT Fund 211,161 1,979 ________________________________________________________________________________
______________
Refer to the "Security Valuation" section of Note 2 for further information.
Total Sector Fund-Real Estate 1,979
_____________________________________________________________________
Value - 14.2%
Old Mutual Barrow Hanley Value Fund 1,511,295 9,959
______________
Total Value 9,959
_____________________________________________________________________
Value-Mid Cap - 8.2%
Old Mutual TS&W Mid-Cap Value Fund 665,835 5,766
______________
Total Value-Mid Cap 5,766
_____________________________________________________________________
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, Inc.*
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, 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 -1.99% return at
net asset value versus a 2.51% 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 period?
A. Uncertainty surrounding the Eurozone crisis and the direction of the global economy contributed to a volatile market
environment. Investors fled foreign stocks in favor of the perceived safety of domestic securities, particularly larger
capitalization issues. In the U.S., small- and mid-capitalization stocks were relatively flat versus modest returns for
large-capitalization stocks. Outside the U.S., both large- and small-capitalization names suffered, and continental Europe was
the hardest hit of all regions, including emerging markets. Overall, bonds outpaced stocks as longer maturity bonds benefited
from the continued decline in interest rates.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's considerable exposure to foreign equities was a major detractor from performance as foreign markets sold off during
the period. This was partially offset by the strong relative performance of the underlying equity fund managers. In aggregate,
the underlying fund managers added to relative performance.
Multiple tactical asset allocation decisions were implemented over the period in an effort to lower the Fund's risk. In
September 2011, a slight reduction in domestic small-capitalization stocks was made in favor of large-capitalization stocks.
The underweight in small-capitalization stocks remained in place and benefited performance as large-capitalization stocks
outperformed during the period. The Fund also held an underweight position in real estate investment trusts (REITs) in favor of
U.S. large-capitalization stocks over the entire period, which detracted slightly from performance. In October 2011, equity
exposures were trimmed slightly and allocated toward short-term bonds. While all the decisions combined to reduce Fund
volatility, collectively they were a further drag on performance.
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 Barrow Hanley Value Fund, Old Mutual
Focused Fund and Old Mutual Heitman REIT Fund were among the largest contributors to overall performance. Old Mutual
International Equity Fund, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual Copper Rock International Small Cap Fund
were among those that contributed the least to overall performance.
* Effective December 31, 2011, Ibbotson Associates Advisors, LLC, the former sub-adviser to the Fund, was merged into Ibbotson
Associates, Inc.
Performance Highlights
o For the six-month period ended January 31, 2012, 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 -1.99% return at net asset value
versus a 2.51% return for the Index.
o The Fund's considerable exposure to foreign equities was a major detractor from performance as foreign markets sold off during
the period. This was partially offset by the strong relative performance of the underlying equity fund managers.
o Old Mutual Barrow Hanley Value Fund, Old Mutual Focused Fund and Old Mutual Heitman REIT Fund were among the largest
contributors to overall performance.
o Old Mutual International Equity Fund, Old Mutual Copper Rock Emerging Growth Fund and Old Mutual Copper Rock International
Small Cap Fund 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, Inc.
Top Ten Holdings
as of January 31, 2012
Old Mutual Barrow Hanley
Core Bond Fund 20.0%
___________________________________________________________________________________
Old Mutual Dwight Short Term
Fixed Income Fund 16.6%
___________________________________________________________________________________
Old Mutual Dwight Intermediate
Fixed Income Fund 12.0%
___________________________________________________________________________________
Old Mutual TS&W
Mid-Cap Value Fund 10.6%
___________________________________________________________________________________
Old Mutual International
Equity Fund 9.1%
___________________________________________________________________________________
Old Mutual Barrow Hanley
Value Fund 8.0%
___________________________________________________________________________________
Old Mutual Focused Fund 6.4%
___________________________________________________________________________________
Old Mutual Large Cap
Growth Fund 6.2%
___________________________________________________________________________________
Old Mutual Copper Rock
Emerging Growth Fund 4.7%
___________________________________________________________________________________
Old Mutual Analytic
U.S. Long/Short Fund 3.9%
___________________________________________________________________________________
As a % of Total
Fund Investments 97.5%
___________________________________________________________________________________
Q. What is the investment outlook?
A. Ibbotson Associates, Inc. ("Ibbotson"), the Fund's sub-adviser, remains cautious about global markets going forward and has
made slight adjustments to the Fund as a result. The Fund remains underweight stocks and REITs in favor of short-term bonds and
cash, with an emphasis on larger capitalization issues. Ibbotson is also concerned about the downside risk in bonds, given
their historically low yields and the potential for increased inflation and interest rates.
Looking ahead, Ibbotson believes U.S. stocks appear expensive given the elevated profit margins and stretched long-term
valuations following the recent rally in stocks. Investors' bullish expectations for U.S. profits add further concern, as the
downside risk to earnings and profit margins increases. REIT valuations remain elevated and yields are still at historic lows.
Foreign equity valuations appear more favorable going forward, particularly those in Europe and Japan. The Fund remains
underweight small-capitalization U.S. stocks due to unfavorable valuations and sensitivity to both investor sentiment and
economic activity.
Asset Allocation Growth Portfolio
16
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 6 Month 1 Year 5 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 09/30/04 (7.66)% (5.39)% (2.61)% 3.49%
Class A without load 09/30/04 (1.99)% 0.39% (1.46)% 4.33%
Class C with load 09/30/04 (3.38)% (1.39)% (2.19)% 3.55%
Class C without load 09/30/04 (2.41)% (0.40)% (2.19)% 3.55%
Class Z 12/09/05 (1.89)% 0.63% (1.19)% 2.08%
Institutional Class 09/30/04 (2.05)% 0.47% (1.23)% 4.56%
S&P Composite 1500 09/30/04 2.51% 4.21% 0.70% 4.76%
____________________________________________________________________________________________________________________________________
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, 2011) are 2.08%
and 1.52%; 2.70% and 2.27%; 2.08% and 1.27%; and 3.24% and 1.27%, 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 | |
| 1/31/12 | 12,860 | 12,913 | 13,869 | 14,069 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| International Equity | 23.9 | % | |
| Value | 16.6 | % | |
| Value-Mid Cap | 12.0 | % | |
| Growth & Income-Large Cap | 10.6 | % | |
| Growth-Large Cap | 9.1 | % | |
| Value-Small Cap | 8.0 | % | |
| Growth | 6.4 | % | |
| Market Neutral-Equity | 6.2 | % | |
| Sector Fund-Real Estate | 4.7 | % | |
| Government/Corporate | 1.9 | % | |
| Cash Equivalents | 0.6 | % | |
17
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Affiliated Mutual Funds (1) - 100.3% Money Market Fund - 0.6%
Government/Corporate - 2.0% Old Mutual Cash Reserves Fund,
Old Mutual Dwight Institutional Class, 0.00% (A) 256,612 $ 257
Short Term Fixed Income Fund 80,136 $ 806 ______________
______________
Total Money Market Fund 257
Total Government/Corporate 806 ______________
_____________________________________________________________________
Total Affiliated Mutual Funds (Cost $36,350) 41,276
Growth - 6.4% _____________________________________________________________________
Old Mutual Copper Rock Emerging
Growth Fund* 228,648 2,626 Total Investments - 100.3% (Cost $36,350) 41,276
______________ _____________________________________________________________________
Total Growth 2,626 Other Assets and Liabilities, Net - (0.3)% (104)
_____________________________________________________________________ _____________________________________________________________________
Growth & Income-Large Cap - 10.6% Total Net Assets - 100.0% $ 41,172
Old Mutual Focused Fund 198,046 4,369 _____________________________________________________________________
______________
For descriptions of abbreviations and footnotes, please refer to page 19.
Total Growth & Income-Large Cap 4,369
_____________________________________________________________________ Other Information:
Growth & Income-Small Cap - 3.9% The Fund utilizes various inputs in determining the value of its investments as
Old Mutual Copper Rock International of the reporting period end. These inputs are summarized in three broad levels
Small Cap Fund 151,656 1,623 as follows:
______________
Level 1 - quoted prices in active markets for identical securities
Total Growth & Income-Small Cap 1,623
_____________________________________________________________________ Level 2 - other significant observable inputs (including quoted prices
for similar securities, interest rates, prepayment speeds,
Growth-Large Cap - 9.1% credit risk, etc.)
Old Mutual Large Cap Growth Fund 193,753 3,741
______________ Level 3 - significant unobservable inputs (including the Fund's own
assumption in determining the fair value of investments)
Total Growth-Large Cap 3,741
_____________________________________________________________________ The inputs or methodology used for valuing securities are not necessarily an
indication of the risk associated with investing in those securities. A summary
International Equity - 20.0% of the inputs used as of January 31, 2012 in valuing the Fund's net assets were
Old Mutual International Equity Fund 995,951 8,237 as follows (000):
______________
Description Level 1 Level 2 Level 3 Total
Total International Equity 8,237 ________________________________________________________________________________
_____________________________________________________________________
Investments
Market Neutral-Equity - 6.2% Affiliated Mutual Funds $41,276 $- $- $41,276
Old Mutual Analytic U.S. Long/Short Fund 215,459 2,557 ________________________________________________________________________________
______________
Total Investments $41,276 $- $- $41,276
Total Market Neutral-Equity 2,557 ________________________________________________________________________________
_____________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
Sector Fund-Real Estate - 4.8%
Old Mutual Heitman REIT Fund 208,418 1,953
______________
Total Sector Fund-Real Estate 1,953
_____________________________________________________________________
Value - 16.7%
Old Mutual Barrow Hanley Value Fund 1,042,187 6,868
______________
Total Value 6,868
_____________________________________________________________________
Value-Mid Cap - 12.0%
Old Mutual TS&W Mid-Cap Value Fund 572,523 4,958
______________
Total Value-Mid Cap 4,958
_____________________________________________________________________
Value-Small Cap - 8.0%
Old Mutual TS&W Small Cap Value Fund* 185,133 3,281
______________
Total Value-Small Cap 3,281
_____________________________________________________________________
The accompanying notes are an integral part of the financial statements.
18
NOTES TO SCHEDULE OF INVESTMENTS
____________________________________________________________________________________________________________________________________
* Non-income producing security.
(1) - Investments are funds within the Old Mutual family of funds and they may be deemed to be under common control because they
may share the same Board of Trustees. Old Mutual Capital, Inc. serves as the investment adviser to all affiliated mutual funds.
(A) - The rate reported represents the 7-day effective yield as of January 31, 2012.
Cost figures are shown with "000's" omitted.
19
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________________________________________________________________________________________
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 $ 33,051 $ 52,361 $ 63,773 $ 36,350
_____________________________________________________________________________________________________________________________________________________
Investment in Affiliated Funds, at value $ 36,274 $ 58,325 $ 70,563 $ 41,276
Receivable for Capital Shares Sold 53 49 10 51
Receivable from Investment Adviser 10 15 29 22
Receivable for Dividends from Affiliated Funds 53 52 36 1
Other Assets 4 4 7 5
_____________________________________________________________________________________________________________________________________________________
Total Assets 36,394 58,445 70,645 41,355
_____________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased 53 52 36 1
Payable for Capital Shares Redeemed 69 78 141 130
Payable for Administration Fees 3 5 6 3
Payable for Distribution & Service Fees 4 9 11 6
Payable for Management Fees 5 10 15 9
Payable for Trustees' Fees 1 1 1 1
Accrued Expenses 15 31 49 33
_____________________________________________________________________________________________________________________________________________________
Total Liabilities 150 186 259 183
_____________________________________________________________________________________________________________________________________________________
Net Assets $ 36,244 $ 58,259 $ 70,386 $ 41,172
_____________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 36,174 $ 78,819 $ 109,012 $ 78,222
Undistributed (Distributions in Excess of) Net Investment Income/
(Accumulated Net Investment Loss) (40) 49 224 373
Accumulated Net Realized Loss on Investments (3,113) (26,573) (45,640) (42,349)
Net Unrealized Appreciation on Investments 3,223 5,964 6,790 4,926
_____________________________________________________________________________________________________________________________________________________
Net Assets $ 36,244 $ 58,259 $ 70,386 $ 41,172
_____________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 9,248 $ 10,845 $ 16,534 $ 11,916
Net Assets - Class C 18,865 45,574 52,641 27,736
Net Assets - Class Z 1,899 1,811 1,203 1,507
Net Assets - Institutional Class 6,232 29 8 13
_____________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 856,825 991,074 1,521,120 1,077,721
Outstanding Shares of Beneficial Interest - Class C 1,756,807 4,172,507 4,933,239 2,611,320
Outstanding Shares of Beneficial Interest - Class Z 175,921 165,174 109,701 134,704
Outstanding Shares of Beneficial Interest - Institutional Class 576,580 2,641 719 1,222
_____________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 10.79 $ 10.94 $ 10.87 $ 11.06
_____________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 11.45 $ 11.61 $ 11.53 $ 11.73
_____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 10.74 $ 10.92 $ 10.67 $ 10.62
_____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 10.80 $ 10.96 $ 10.96 $ 11.19
_____________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share -
Institutional Class^ $ 10.81 $ 10.91 $ 10.90 $ 10.39
_____________________________________________________________________________________________________________________________________________________
† 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 SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
__________________________________________________________________________________________________________________________________________________________
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 $ 517 $ 884 $ 1,012 $ 599
__________________________________________________________________________________________________________________________________________________________
Total Investment Income 517 884 1,012 599
__________________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 33 59 90 53
Administration Fees 17 30 36 21
Distribution and Service Fees:
Class A 8 14 21 15
Class C 95 231 269 141
Trustees' Fees 5 8 10 6
Professional Fees 15 26 32 19
Transfer Agent Fees 21 49 84 66
Registration and SEC Fees 26 26 26 26
Other Expenses 11 19 29 21
__________________________________________________________________________________________________________________________________________________________
Total Expenses 231 462 597 368
__________________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (33) (59) (90) (53)
Reimbursement of Other Expenses by Investment Adviser (35) (43) (101) (92)
__________________________________________________________________________________________________________________________________________________________
Net Expenses 163 360 406 223
__________________________________________________________________________________________________________________________________________________________
Net Investment Income 354 524 606 376
__________________________________________________________________________________________________________________________________________________________
Net Realized Gain (Loss) from Affiliated Funds (1) 110 (167) (2,324) (2,084)
Net Capital Gain Distributions Received from Affiliated Funds (1) 509 885 1,031 484
Net Change in Unrealized Appreciation on Investments (882) (1,459) (692) (611)
__________________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Loss on Investments (263) (741) (1,985) (2,211)
__________________________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Resulting from Operations $ 91 $ (217) $(1,379) $(1,835)
__________________________________________________________________________________________________________________________________________________________
(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
_________________________________________________________________________________________________________________________________________________________________
8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to
1/31/12 7/31/11 1/31/12 7/31/11 1/31/12 7/31/11 1/31/12 7/31/11
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
_________________________________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income $ 354 $ 875 $ 524 $ 832 $ 606 $ 585 $ 376 $ 171
Net Realized Gain (Loss) from Investments 619 526 718 (74) (1,293) (99) (1,600) (1,538)
Net Change in Unrealized Appreciation
(Depreciation) on Investments (882) 2,017 (1,459) 7,941 (692) 13,303 (611) 11,238
_________________________________________________________________________________________________________________________________________________________________
Net Increase (Decrease) in Net Assets
Resulting from Operations 91 3,418 (217) 8,699 (1,379) 13,789 (1,835) 9,871
_________________________________________________________________________________________________________________________________________________________________
Dividends and Distributions to
Shareholders From:
Net Investment Income:
Class A (87) (440) (129) (369) (238) (286) (115) (84)
Class C (232) (683) (348) (975) (315) (398) (45) -
Class Z (36) (54) (22) (47) (20) (23) (20) (28)
Institutional Class (108) (260) - (1) - - (1) (6)
_________________________________________________________________________________________________________________________________________________________________
Total Dividends and Distributions (463) (1,437) (499) (1,392) (573) (707) (181) (118)
_________________________________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 4,275 4,911 294 1,135 393 2,958 383 1,068
Shares Issued upon Reinvestment of Distributions 68 347 97 283 197 243 102 74
Redemption Fees - 3 - - - - - -
Shares Redeemed (6,057) (6,849) (2,035) (11,627) (2,414) (10,241) (1,680) (7,043)
_________________________________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (1,714) (1,588) (1,644) (10,209) (1,824) (7,040) (1,195) (5,901)
_________________________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 672 1,464 635 2,714 674 2,458 402 1,445
Shares Issued upon Reinvestment of Distributions 142 418 213 577 192 239 31 -
Redemption Fees - - - - - - - 1
Shares Redeemed (1,787) (6,912) (4,843) (18,313) (7,871) (22,353) (4,956) (10,930)
_________________________________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (973) (5,030) (3,995) (15,022) (7,005) (19,656) (4,523) (9,484)
_________________________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 1,304 788 49 1,354 27 1,030 71 1,356
Shares Issued upon Reinvestment of Distributions 30 42 12 24 11 10 11 21
Redemption Fees - - - - - - - -
Shares Redeemed (824) (643) (100) (548) (90) (523) (1,909) (660)
_________________________________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions 510 187 (39) 830 (52) 517 (1,827) 717
_________________________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 39 816 - - - - 7 109
Shares Issued upon Reinvestment of Distributions 108 260 - 1 - - 1 6
Redemption Fee - - - - - - - -
Shares Redeemed (321) (1,072) (2) - - - (720) (127)
_________________________________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions (174) 4 (2) 1 - - (712) (12)
_________________________________________________________________________________________________________________________________________________________________
Decrease in Net Assets Derived from Capital
Shares Transactions (2,351) (6,427) (5,680) (24,400) (8,881) (26,179) (8,257) (14,680)
_________________________________________________________________________________________________________________________________________________________________
Total Decrease in Net Assets (2,723) (4,446) (6,396) (17,093) (10,833) (13,097) (10,273) (4,927)
_________________________________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 38,967 43,413 64,655 81,748 81,219 94,316 51,445 56,372
_________________________________________________________________________________________________________________________________________________________________
End of Period $ 36,244 $ 38,967 $ 58,259 $ 64,655 $ 70,386 $ 81,219 $ 41,172 $ 51,445
_________________________________________________________________________________________________________________________________________________________________
Undistributed (Distribution in Excess of Net
Investment Income/(Accumulated Net
Investment Loss) $ (40) $ 69 $ 49 $ 24 $ 224 $ 191 $ 373 $ 178
_________________________________________________________________________________________________________________________________________________________________
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)
AND FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
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
2012 (>) $ 10.87 $ 0.13 $(0.04) $- $ 0.09 $(0.17) $ - $(0.17) $ 10.79 0.87% $ 9,248 0.61% 1.15% 2.43% 20.83%
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
2012 (>) $ 10.81 $ 0.09 $(0.03) $- $ 0.06 $(0.13) $ - $(0.13) $ 10.74 0.61% $ 18,865 1.36% 1.69% 1.75% 20.83%
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
2012 (>) $ 10.87 $ 0.16 $(0.04) $- $ 0.12 $(0.19) $ - $(0.19) $ 10.80 1.12% $ 1,899 0.36% 1.38% 2.92% 20.83%
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
2012 (>) $ 10.89 $ 0.15 $(0.04) $- $ 0.11 $(0.19) $ - $(0.19) $ 10.81 1.03% $ 6,232 0.36% 0.68% 2.77% 20.83%
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
2012 (>) $ 11.03 $ 0.12 $(0.09) $- $ 0.03 $(0.12) $ - $(0.12) $ 10.94 0.35% $ 10,845 0.64% 1.05% 2.33% 9.44%
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
2012 (>) $ 11.01 $ 0.08 $(0.09) $- $(0.01) $(0.08) $ - $(0.08) $ 10.92 (0.05)% $ 45,574 1.39% 1.66% 1.60% 9.44%
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
2012 (>) $ 11.05 $ 0.14 $(0.09) $- $ 0.05 $(0.14) $ - $(0.14) $ 10.96 0.48% $ 1,811 0.39% 1.40% 2.60% 9.44%
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
2012 (>) $ 11.00 $ 0.13 $(0.08) $- $ 0.05 $(0.14) $ - $(0.14) $ 10.91 0.49% $ 29 0.39% 48.31% 2.55% 9.44%
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)
AND FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
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
2012 (>) $ 11.11 $ 0.12 $ (0.21) $- $(0.09) $(0.15) $ - $(0.15) $ 10.87 (0.73)% $ 16,534 0.57% 1.14% 2.25% 8.20%
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
2012 (>) $ 10.86 $ 0.08 $ (0.21) $- $(0.13) $(0.06) $ - $(0.06) $ 10.67 (1.15)% $ 52,641 1.32% 1.79% 1.48% 8.20%
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
2012 (>) $ 11.23 $ 0.13 $ (0.22) $- $(0.09) $(0.18) $ - $(0.18) $ 10.96 (0.70)% $ 1,203 0.32% 1.82% 2.53% 8.20%
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
2012 (>) $ 11.16 $ 0.13 $ (0.21) $- $(0.08) $(0.18) $ - $(0.18) $ 10.90 (0.63)% $ 8 0.32% 186.85% 2.54% 8.20%
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 (1) Rate†
___________________________________________________________________________________________________________________________________________________________________________________________________________
OLD MUTUAL ASSET ALLOCATION GROWTH PORTFOLIO
Class A
2012 (>) $ 11.40 $ 0.12 $ (0.35) $- $(0.23) $ (0.11) $ - �� $(0.11) $ 11.06 (1.99)% $ 11,916 0.57% 1.32% 2.34% 5.23%
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
2012 (>) $ 10.90 $ 0.08 $ (0.34) $- $(0.26) $ (0.02) $ - $(0.02) $ 10.62 (2.41)% $ 27,736 1.32% 1.91% 1.56% 5.23%
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
2012 (>) $ 11.57 $ 0.10 $ (0.33) $- $(0.23) $ (0.15) $ - $(0.15) $ 11.19 (1.89)% $ 1,507 0.32% 1.53% 1.91% 5.23%
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
2012 (>) $ 11.56 $ - $ (0.29) $- $(0.29) $ (0.88) $ - $(0.88) $ 10.39 (2.05)% $ 13 0.32% 6.75% (0.04)% 5.23%
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.
> For the six-month period ended January 31, 2012.
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 JANUARY 31, 2012 (UNAUDITED)
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 Semi-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.
On October 17, 2011, the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (the "Plan") on behalf of
the Funds. Pursuant to the Plan and if approved by shareholders, each Fund's assets and liabilities would be transferred to mutual
funds advised by Touchstone Advisors, Inc. and shareholders in each Fund will become shareholders in the corresponding Touchstone
mutual fund as follows: Old Mutual Asset Allocation Conservative Portfolio into Touchstone Conservative Allocation Fund; Old Mutual
Asset Allocation Balanced Portfolio into Touchstone Balanced Allocation Fund; Old Mutual Asset Allocation Moderate Growth Portfolio
into Touchstone Moderate Growth Allocation Fund; and Old Mutual Asset Allocation Growth Portfolio into Touchstone Growth Allocation
Fund. These transactions are anticipated to occur during the second calendar quarter of 2012.
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.
26
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.
Old Mutual High Yield Fund (formerly 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. This fund was no longer an
investment option as of January 31, 2012.
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.
27
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
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.
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.
28
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 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 January 31, 2012, for each Fund's investments is included the Schedule of
Investments. There were no level 3 securities held as of January 31, 2012.
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 - There were no payments by Affiliates made to the Funds during the six-month period ended January 31,
2012.
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
six-month period ended January 31, 2012.
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 six-month period ended January 31, 2012, there were no material redemption fees collected by the
Funds.
29
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
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") 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 January 31, 2012, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows (000):
Expiration 2012 Expiration 2013 Expiration 2014 Expiration 2015 Total
_____________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 13 $148 $126 $ 68 $ 355
Old Mutual Asset Allocation Balanced Portfolio 50 260 184 102 596
Old Mutual Asset Allocation Moderate Growth Portfolio 218 507 375 191 1,291
Old Mutual Asset Allocation Growth Portfolio 120 396 283 145 944
_____________________________________________________________________________________________________________________________________________
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, Inc. ("Ibbotson"). Ibbotson 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 JANUARY 31, 2012 (UNAUDITED)
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 six-month period ended January 31, 2012, it retained the
following:
Service Fees (000) Distribution Fees (000)
_____________________________________________________________________________________________________________________________________________
Class A Class C Class C
_____________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $- $1 $3
Old Mutual Asset Allocation Balanced Portfolio - 1 4
Old Mutual Asset Allocation Moderate Growth Portfolio 1 1 3
Old Mutual Asset Allocation Growth Portfolio 1 - 1
_____________________________________________________________________________________________________________________________________________
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 six-month period ended January 31, 2012, the amount received by OMUSH for
recordkeeping fee offsets attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $15(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 six-month period ended January
31, 2012.
5. INVESTMENT TRANSACTIONS
____________________________________________________________________________________________________________________________________________________
The cost of securities purchased and the proceeds from securities sold, other than short-term investments, for the Funds, for the
six-month period ended January 31, 2012 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $ 7,014 $ 9,300
Old Mutual Asset Allocation Balanced Portfolio 5,592 10,444
Old Mutual Asset Allocation Moderate Growth Portfolio 5,943 14,018
Old Mutual Asset Allocation Growth Portfolio 2,233 9,572
____________________________________________________________________________________________________________________________________________________
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
____________________________________________________________________________________________________________________________________________________
8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to
1/31/12 7/31/11 1/31/12 7/31/11 1/31/12 7/31/11 1/31/12 7/31/11
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
____________________________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 399 469 28 108 38 277 37 97
Shares Issued upon Reinvestment of Distributions 6 33 9 27 19 23 10 7
Shares Redeemed (574) (647) (193) (1,121) (232) (958) (164) (655)
____________________________________________________________________________________________________________________________________________________
Total Class A Share Transactions (169) (145) (156) (986) (175) (658) (117) (551)
____________________________________________________________________________________________________________________________________________________
Class C
Shares Issued 64 140 61 256 67 236 41 140
Shares Issued upon Reinvestment of Distributions 14 40 20 54 19 23 3 -
Shares Redeemed (170) (651) (460) (1,723) (776) (2,153) (503) (1,062)
____________________________________________________________________________________________________________________________________________________
Total Class C Share Transactions (92) (471) (379) (1,413) (690) (1,894) (459) (922)
____________________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 125 73 5 126 3 96 7 125
Shares Issued upon Reinvestment of Distributions 3 4 1 2 1 1 1 2
Shares Redeemed (78) (60) (10) (52) (9) (48) (181) (58)
____________________________________________________________________________________________________________________________________________________
Total Class Z Share Transactions 50 17 (4) 76 (5) 49 (173) 69
____________________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued 4 76 - - - - 1 10
Shares Issued upon Reinvestment of Distributions 10 25 - - - - - 1
Shares Redeemed (31) (100) - - - - (68) (12)
____________________________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions (17) 1 - - - - (67) (1)
____________________________________________________________________________________________________________________________________________________
Net Decrease in Shares Outstanding (228) (598) (539) (2,323) (870) (2,503) (816) (1,405)
____________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either 0 or have been rounded to 0.
33
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
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 six-month period
ended January 31, 2012 follows:
Old Mutual Asset Allocation Conservative Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 01/31/12 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 270 $ 175 $ 225 $ 804 $ 6 $ (3)
Old Mutual Barrow Hanley Core Bond Fund 2,464 2,512 769 14,067 220 316
Old Mutual Barrow Hanley Value Fund 449 730 563 1,890 21 50
Old Mutual Cash Reserves Fund 3,988 3,833 - 378 - -
Old Mutual Copper Rock Emerging Growth Fund 91 98 201 865 - 17
Old Mutual Dwight Intermediate Fixed Income Fund 708 1,258 (34) 4,957 59 130
Old Mutual Dwight Short Term Fixed Income Fund 1,462 546 103 6,448 52 2
Old Mutual Focused Fund 393 299 369 1,454 21 (13)
Old Mutual High Yield Fund 61 2,329 - - 44 153
Old Mutual International Equity Fund 348 470 205 1,930 65 (224)
Old Mutual Large Cap Growth Fund 362 409 392 1,149 2 91
Old Mutual TS&W Mid-Cap Value Fund 403 472 427 2,310 27 97
Old Mutual TS&W Small Cap Value Fund 3 2 3 22 - 1
____________________________________________________________________________________________________________________________________
Total $11,002 $13,133 $ 3,223 $36,274 $517 $ 617
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 01/31/12 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 572 $ 31 $ (260) $ 2,740 $ 22 $ (10)
Old Mutual Barrow Hanley Core Bond Fund 1,235 2,761 804 13,269 229 407
Old Mutual Barrow Hanley Value Fund 73 1,172 2,125 6,732 73 187
Old Mutual Cash Reserves Fund 5,812 5,626 - 578 - -
Old Mutual Copper Rock Emerging Growth Fund 500 472 537 1,917 - 4
Old Mutual Copper Rock International Small Cap Fund 26 - (150) 1,180 26 -
Old Mutual Dwight Intermediate Fixed Income Fund 272 235 (13) 4,067 51 121
Old Mutual Dwight Short Term Fixed Income Fund 497 56 26 5,228 48 -
Old Mutual Focused Fund 625 244 211 4,544 75 (41)
Old Mutual Heitman REIT Fund 6 31 451 1,143 6 7
Old Mutual High Yield Fund 107 2,514 - - 74 158
Old Mutual International Equity Fund 202 1,424 652 5,028 202 (510)
Old Mutual Large Cap Growth Fund 908 137 962 3,720 8 1
Old Mutual TS&W Mid-Cap Value Fund 417 1,321 (92) 5,194 70 227
Old Mutual TS&W Small Cap Value Fund 152 46 711 2,985 - 158
____________________________________________________________________________________________________________________________________
Total $11,404 $16,070 $ 5,964 $58,325 $884 $ 709
____________________________________________________________________________________________________________________________________
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) 01/31/12 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 31 $ 841 $ (594) $ 3,826 $ 31 $ (224)
Old Mutual Barrow Hanley Core Bond Fund 426 3,699 685 10,904 213 381
Old Mutual Barrow Hanley Value Fund 107 938 3,050 9,959 106 116
Old Mutual Cash Reserves Fund 8,459 8,263 - 696 - -
Old Mutual Copper Rock Emerging Growth Fund 800 408 930 4,488 - (9)
Old Mutual Copper Rock International Small Cap Fund 54 44 (293) 2,453 54 (9)
Old Mutual Dwight Intermediate Fixed Income Fund 71 257 (21) 1,657 21 47
Old Mutual Dwight Short Term Fixed Income Fund 1,609 - 3 1,612 9 -
Old Mutual Focused Fund 107 602 48 6,210 107 (92)
Old Mutual Heitman REIT Fund 511 43 654 1,979 11 (3)
Old Mutual International Equity Fund 363 2,727 (465) 9,247 363 (1,848)
Old Mutual Large Cap Growth Fund 1,010 29 1,448 5,126 10 -
Old Mutual TS&W Mid-Cap Value Fund 515 3,807 (164) 5,766 87 23
Old Mutual TS&W Small Cap Value Fund 339 623 1,509 6,640 - 303
____________________________________________________________________________________________________________________________________
Total $14,402 $22,281 $ 6,790 $70,563 $1,012 $(1,315)
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio (000):
Unrealized Net
Purchases Proceeds Appreciation Value at Dividend Realized
Underlying Fund at Cost from Sales (Depreciation) 01/31/12 Income Gain (Loss)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic U.S. Long/Short Fund $ 21 $ 283 $ (353) $ 2,557 $ 21 $ (73)
Old Mutual Barrow Hanley Value Fund 76 1,863 1,788 6,868 74 (426)
Old Mutual Cash Reserves Fund 5,368 5,628 - 257 - -
Old Mutual Copper Rock Emerging Growth Fund - 235 747 2,626 - 52
Old Mutual Copper Rock International Small Cap Fund 36 170 (215) 1,623 36 (28)
Old Mutual Dwight Short Term Fixed Income Fund 805 - 1 806 5 -
Old Mutual Focused Fund 69 293 (50) 4,369 69 (71)
Old Mutual Heitman REIT Fund 11 181 833 1,953 11 48
Old Mutual International Equity Fund 311 2,929 (148) 8,237 311 (1,545)
Old Mutual Large Cap Growth Fund 358 1,000 1,030 3,741 8 105
Old Mutual TS&W Mid-Cap Value Fund 380 2,361 506 4,958 64 103
Old Mutual TS&W Small Cap Value Fund 166 257 787 3,281 - 216
____________________________________________________________________________________________________________________________________
Total $ 7,601 $15,200 $ 4,926 $41,276 $ 599 $(1,619)
____________________________________________________________________________________________________________________________________
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 JANUARY 31, 2012 (UNAUDITED)
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 January 31, 2012
were as follows:
Federal Tax Unrealized Unrealized Net
Cost Appreciation Depreciation Unrealized
(000) (000) (000) Appreciation
____________________________________________________________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio $33,051 $3,257 $ (34) $3,223
Old Mutual Asset Allocation Balanced Portfolio 52,361 6,480 (516) 5,964
Old Mutual Asset Allocation Moderate Growth Portfolio 63,773 8,330 (1,540) 6,790
Old Mutual Asset Allocation Growth Portfolio 36,350 5,691 (765) 4,926
____________________________________________________________________________________________________________________________________
37
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JANUARY 31, 2012 (UNAUDITED)
9. NEW ACCOUNTING PRONOUNCEMENT
____________________________________________________________________________________________________________________________________
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
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.
39
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - January 31, 2012
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 January 31, 2012.
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
8/1/11 1/31/12 Month Period Period* 8/1/11 1/31/12 Month Period Period*
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class A Old Mutual Asset Allocation Balanced Portfolio - Class Z
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return $1,000.00 $1,008.70 0.61% $3.08 Actual Fund Return $1,000.00 $1,004.80 0.39% $1.97
Hypothetical 5% Return 1,000.00 1,022.07 0.61 3.10 Hypothetical 5% Return 1,000.00 1,023.18 0.39 1.98
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class C Old Mutual Asset Allocation Balanced Portfolio - Institutional Class
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return 1,000.00 1,006.10 1.36 6.86 Actual Fund Return 1,000.00 1,004.90 0.39 1.97
Hypothetical 5% Return 1,000.00 1,018.30 1.36 6.90 Hypothetical 5% Return 1,000.00 1,023.18 0.39 1.98
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Class Z Old Mutual Asset Allocation Moderate Growth Portfolio - Class A
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return 1,000.00 1,011.20 0.36 1.82 Actual Fund Return 1,000.00 992.70 0.57 2.86
Hypothetical 5% Return 1,000.00 1,023.33 0.36 1.83 Hypothetical 5% Return 1,000.00 1,022.27 0.57 2.90
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Conservative Portfolio - Institutional Class Old Mutual Asset Allocation Moderate Growth Portfolio - Class C
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return 1,000.00 1,010.30 0.36 1.82 Actual Fund Return 1,000.00 988.50 1.32 6.60
Hypothetical 5% Return 1,000.00 1,023.33 0.36 1.83 Hypothetical 5% Return 1,000.00 1,018.50 1.32 6.70
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio - Class A Old Mutual Asset Allocation Moderate Growth Portfolio - Class Z
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return 1,000.00 1,003.50 0.64 3.22 Actual Fund Return 1,000.00 993.00 0.32 1.60
Hypothetical 5% Return 1,000.00 1,021.92 0.64 3.25 Hypothetical 5% Return 1,000.00 1,023.53 0.32 1.63
________________________________________________________________________________ ________________________________________________________________________________
Old Mutual Asset Allocation Balanced Portfolio - Class C Old Mutual Asset Allocation Moderate Growth Portfolio - Institutional Class
________________________________________________________________________________ ________________________________________________________________________________
Actual Fund Return 1,000.00 999.50 1.39 6.99 Actual Fund Return 1,000.00 993.70 0.32 1.60
Hypothetical 5% Return 1,000.00 1,018.15 1.39 7.05 Hypothetical 5% Return 1,000.00 1,023.53 0.32 1.63
________________________________________________________________________________ ________________________________________________________________________________
40
Annualized Expenses
Beginning Ending Expense Paid
Account Account Ratios During
Value Value for the Six Six Month
8/1/11 1/31/12 Month Period Period*
________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class A
________________________________________________________________________________
Actual Fund Return $1,000.00 $ 980.10 0.57% $2.84
Hypothetical 5% Return 1,000.00 1,022.27 0.57 2.90
________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class C
________________________________________________________________________________
Actual Fund Return 1,000.00 975.90 1.32 6.56
Hypothetical 5% Return 1,000.00 1,018.50 1.32 6.70
________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Class Z
________________________________________________________________________________
Actual Fund Return 1,000.00 981.10 0.32 1.59
Hypothetical 5% Return 1,000.00 1,023.53 0.32 1.63
________________________________________________________________________________
Old Mutual Asset Allocation Growth Portfolio - Institutional Class
________________________________________________________________________________
Actual Fund Return 1,000.00 979.50 0.32 1.59
Hypothetical 5% Return 1,000.00 1,023.53 0.32 1.63
________________________________________________________________________________
* Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by 184/366 (to reflect the
one-half year period).
41
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 semi-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-12-006 03/2012
[OLD MUTUAL LOGO]
Funds I
Old Mutual Funds I
SEMI-ANNUAL
REPORT
January 31, 2012
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) 12
Old Mutual International Equity Fund
Class A (OMXAX), Class Z (OMXZX), Institutional Class (OMXIX) 19
Statements of Assets & Liabilities 28
Statements of Operations 29
Statements of Changes in Net Assets 30
Statement of Cash Flows 32
Financial Highlights 33
Notes to Financial Statements 36
Proxy Voting and Portfolio Holdings 46
Fund Expenses Example 47
ABOUT THIS REPORT
HISTORICAL RETURNS
____________________________________________________________________________________________________________________________________
All total returns mentioned in this report account for the change in a Fund's per-share price and the reinvestment of any dividends
and capital gain distributions. If your account is set up to receive Fund dividends and distributions in cash rather than reinvest
them, your actual return may differ from these figures. The Funds' performance results do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or on the redemption of Fund shares.
Past performance does not guarantee future results. Investment return and principal value will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost. Performance results represent past performance, and
current performance may be higher or lower. Please call toll-free, at 888-772-2888, or visit oldmutualfunds.com for performance
results current to the most recent month-end.
Performance results for short periods of time may not be representative of longer-term results. Performance without load assumes
that no front-end or contingent deferred sales charge 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 January 31, 2012, 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 January 31, 2012 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 January 2012, the MSCI EAFE Index consisted of the following 25
developed market country indexes: Australia, Austria, China, 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:
During the semi-annual period covered in this report, equity markets around the globe were penalized, as investors grew more
apprehensive about growth prospects and government policy responses in the Eurozone, China and the U.S. There seemed to be no safe
haven within the global equity markets, as even large markets such as Germany, France and China fell more than the U.S. market.
Particularly hard hit were emerging markets - whose export dependence would be challenged by a slowdown in global demand -
continental Europe, and U.S. small-capitalization stocks.
On the bright side, the volatility of the third quarter moderated somewhat in the fourth quarter, as more positive economic data
brought renewed optimism and many markets gained ground. Globally, equities rallied as investors began to believe the U.S. economy
was growing, even though Europe continued to face a potential recession and emerging markets were cooling. As such, while U.S.
equity returns for 2011 were modest, they were still better than those in many other countries.
Furthermore, while the lingering questions surrounding global economic growth will not be resolved overnight, there is the theory
that equity markets generally rise in anticipation of an economic recovery. January 2012 seemed to be representative of this theory
and the year kicked off with a strong rally.
Looking ahead, Old Mutual Capital and the sub-advisers to your Funds will continue to monitor and evaluate the economic environment
as we 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 six-month period ended January 31, 2012, Class A shares of the Old Mutual Analytic Fund returned 3.42% at net asset
value, while the S&P 500 returned 2.71% and the Citigroup 3-month Treasury Bill Index returned 0.02%.
o Sectors that contributed positively to performance included health care, financials and information technology. Consumer
discretionary, consumer staples and industrials were among the sectors that detracted from performance.
o Long positions in Amgen, Intel and International Business Machines were among the top contributors for the period.
o Among the top detractors for the period were short positions in Pharmasset (no longer a Fund holding) and LKQ (no longer a Fund
holding), and a long position in Vishay Intertechnology.
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, Class A shares of the Old Mutual Analytic Fund (the "Fund") returned 3.42% at
net asset value, while the S&P 500 returned 2.71% and the Citigroup 3-month Treasury Bill Index returned 0.02%. Performance for
all share classes can be found on page 6.
Q. What investment environment did the Fund face during the past period?
A. U.S. equities generally moved up during the six-month period as represented by the S&P 500, which returned 2.71%. The market
started the period with negative performance as the S&P 500 was down -5.43% in August and -7.03% in September. During the
fourth quarter of 2011, stocks soared to a double-digit gain and it seemed investors resolved early in the new year to stay
positive. As such, the U.S. stock market kicked off 2012 with a strong rally. Europe's continuing sovereign debt worries still
made headlines, but for the most part it seemed the news was no longer at the forefront of investor concerns. Instead,
generally upbeat economic news in the U.S. led the S&P 500 to its best January in 15 years.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund's investment process is based on the premise that investor behavior changes, but changes slowly, and is fairly
persistent from month to month. An overweight to valuation characteristics positively impacted Fund performance during the
six-month period, as investors rewarded companies with strong earnings-to-price and sales-to-price ratios. A continued emphasis
on companies with quality characteristics, such as companies with above-average return on assets and strong profit margins also
helped Fund performance as investors sought relative safety in high-quality companies. As a result, stocks with the highest
profit margins outperformed the companies with the weakest profits.
Q. How did portfolio composition affect relative Fund performance?
A. Sectors that contributed positively to performance included health care, financials and information technology. On the other
side of the equation, consumer discretionary, consumer staples and industrials were among the sectors that detracted from
performance.
Long positions in Amgen, Intel and International Business Machines were among the top contributors for the period. Amgen, a
biotechnology company, launched a plan to buy back up to $5 billion of its shares, which resulted in the largest one-day gain
in their stock price in over a year. Intel, a semiconductor chip maker, reported record-setting third-quarter results, during
which time new company records were also set for the number of microprocessor units shipped. International Business Machines,
an information technology company, reported strong fourth-quarter performance, also capping a year of record earnings per
share, revenue and profit for the company.
Among the top detractors for the period were short positions in Pharmasset (no longer a Fund holding) and LKQ (no longer a Fund
holding), and a long position in Vishay Intertechnology. Pharmasset, a clinical-stage pharmaceutical company, saw its shares
climb in November 2011 after the company reported it had started late-stage clinical testing of an experimental hepatitis C
drug. Pharmasset stock also climbed in November after Gilead Sciences announced it would purchase Pharmasset at a premium. LKQ,
a provider of aftermarket and recycled collision replacement parts, reported an increase in third-quarter revenue due in part
to recent acquisitions in the U.S. and in the United Kingdom. Vishay Intertechnology, a global manufacturer and supplier of
semiconductors and electronic components, announced that its third-quarter earnings and revenue figures did not meet analysts'
estimates, and predicted its fourth-quarter revenue would also be below estimates. The decline was the result of an unexpected
drop in product demand and an especially weak consumer market segment.
Analytic Fund
4
Option positions delivered positive returns and continued to lower the overall risk of the Fund. Option returns were strong in
September 2011 when the markets moved lower. Specifically, call options written on the S&P 100 Index helped Fund performance,
as did calls written on the S&P 500.
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 benchmarks.
See the Fund's Schedule of Investments beginning on page 7 for a description of the Fund's derivative instruments.
Q. What is the investment outlook for the U.S. large-capitalization stock market?
A. Analytic Investors, LLC ("Analytic"), the Fund's sub-adviser, intends to continue to emphasize stocks with certain attractive
valuation characteristics, such as stocks with above-average cash flow-to-price and above-average earnings-to-price ratios.
Analytic also intends to focus on companies with strong quality metrics, such as stocks with above-average asset utilization
and return on assets. Analytic further anticipates continuing to underweight or short sell companies with above-average insider
selling, stocks with high trading volume, and stocks where analysts vary widely in their earnings predictions.
Analytic's process is based on the fundamental belief that there is consistency in the types of characteristics investors
prefer. If this holds going forward, Analytic believes the Fund should benefit from being properly positioned toward stocks
with characteristics favored by investors.
Top Ten Holdings
as of January 31, 2012*
International Business
Machines 4.1%
___________________________________________________________________________________
Microsoft 3.6%
___________________________________________________________________________________
Chevron 3.1%
___________________________________________________________________________________
Philip Morris International 3.1%
___________________________________________________________________________________
Verizon Communications 3.0%
___________________________________________________________________________________
Intel 3.0%
___________________________________________________________________________________
Accenture, Cl A 2.8%
___________________________________________________________________________________
Wells Fargo 2.5%
___________________________________________________________________________________
Amgen 2.4%
___________________________________________________________________________________
ConocoPhillips 2.3%
___________________________________________________________________________________
As a % of Total
Fund Investments 29.9%
___________________________________________________________________________________
* 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 January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized Annualized
Inception 6 Month 1 Year 5 Year 10 Year Inception
Date Return Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 03/31/05 (2.56)% (0.27)% (5.77)% n/a (1.37)%
Class A without load 03/31/05 3.42% 5.79% (4.65)% n/a (0.52)%
Class C with load 03/31/05 1.93% 3.97% (5.36)% n/a (1.25)%
Class C without load 03/31/05 2.93% 4.97% (5.36)% n/a (1.25)%
Class Z 07/01/78 3.45% 6.10% (4.41)% 2.17% 8.46% (1)
Institutional Class 12/09/05 (2) 3.57% 6.02% (4.39)% n/a (1.85)%
S&P 500 07/01/78 2.71% 4.22% 0.33% 3.52% 11.32%
Citigroup 3-month Treasury Bill Index 07/01/78 0.02% 0.07% 1.28% 1.84% 5.49%
____________________________________________________________________________________________________________________________________
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, 2011 prospectus) are 2.17% and 1.83%;
2.79% and 2.58%; 1.69% and 1.60%; and 816.83% and 1.53%, 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 | |
| 1/31/12 | 12,028 | 13,289 | 12,167 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Information Technology | 22.0 | % | |
| Health Care | 14.6 | % | |
| Financials | 13.1 | % | |
| Consumer Discretionary | 11.3 | % | |
| Energy | 11.0 | % | |
| Consumer Staples | 8.2 | % | |
| Industrials | 7.5 | % | |
| Materials | 3.9 | % | |
| Utilities | 3.4 | % | |
| Telecommunication Services | 3.0 | % | |
| Cash Equivalents | 2.0 | % | |
* Sector weightings include only long positions.
6
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 121.1% Computers - 2.6%
Aerospace/Defense-Equipment - 0.1% Apple* (B) 2,751 $ 1,256
Goodrich 465 $ 58 Dell* (B) 23,652 407
______________ ______________
Total Aerospace/Defense-Equipment 58 Total Computers 1,663
_____________________________________________________________________ _____________________________________________________________________
Agricultural Chemicals - 0.6% Consumer Products-Miscellaneous - 0.2%
CF Industries Holdings 2,171 385 Clorox 1,708 117
______________ ______________
Total Agricultural Chemicals 385 Total Consumer Products-Miscellaneous 117
_____________________________________________________________________ _____________________________________________________________________
Airlines - 2.4% Diversified Banking Institutions - 1.4%
Delta Air Lines* 65,459 691 JPMorgan Chase (B) 7,721 288
United Continental Holdings* 38,457 888 Morgan Stanley 34,884 651
______________ ______________
Total Airlines 1,579 Total Diversified Banking Institutions 939
_____________________________________________________________________ _____________________________________________________________________
Applications Software - 4.4% Diversified Manufacturing Operations - 2.2%
Microsoft (B) 97,179 2,870 General Electric 14,731 276
______________ ITT (B) 54,181 1,178
______________
Total Applications Software 2,870
_____________________________________________________________________ Total Diversified Manufacturing Operations 1,454
_____________________________________________________________________
Auto-Cars/Light Trucks - 1.7%
Ford Motor Company (B) 89,188 1,108 E-Commerce/Products - 1.1%
______________ Amazon.com* (B) 3,666 713
______________
Total Auto-Cars/Light Trucks 1,108
_____________________________________________________________________ Total E-Commerce/Products 713
_____________________________________________________________________
Beverages-Non-Alcoholic - 0.1%
Coca-Cola Enterprises (B) 2,323 62 E-Commerce/Services - 0.3%
______________ Expedia (B) 3,988 129
IAC/InterActiveCorp 1,155 50
Total Beverages-Non-Alcoholic 62 ______________
_____________________________________________________________________
Total E-Commerce/Services 179
Beverages-Wine/Spirits - 1.3% _____________________________________________________________________
Constellation Brands, Cl A* 39,144 818
______________ Electric-Generation - 2.2%
AES* (B) 110,875 1,415
Total Beverages-Wine/Spirits 818 ______________
_____________________________________________________________________
Total Electric-Generation 1,415
Cable TV - 2.2% _____________________________________________________________________
Charter Communications, Cl A* 6,895 398
DIRECTV, Cl A* (B) 23,181 1,043 Electric-Integrated - 2.0%
______________ CMS Energy (B) 57,597 1,257
Constellation Energy Group 220 8
Total Cable TV 1,441 Progress Energy 1,011 55
_____________________________________________________________________ ______________
Coatings/Paint - 0.7% Total Electric-Integrated 1,320
Kronos Worldwide 18,377 423 _____________________________________________________________________
______________
Electronic Components-Miscellaneous - 3.7%
Total Coatings/Paint 423 Garmin 1,593 66
_____________________________________________________________________ Jabil Circuit (B) 71,563 1,622
TE Connectivity 10,338 353
Commercial Banks-Southern US - 1.6% Vishay Intertechnology* (B) 31,626 388
Regions Financial 201,507 1,052 ______________
______________
Total Electronic Components-Miscellaneous 2,429
Total Commercial Banks-Southern US 1,052 _____________________________________________________________________
_____________________________________________________________________
Electronic Components-Semiconductors - 4.3%
Computer Aided Design - 1.2% Advanced Micro Devices* 62,438 419
Autodesk* 21,574 777 Intel (B) 90,663 2,395
______________ ______________
Total Computer Aided Design 777 Total Electronic Components-Semiconductors 2,814
_____________________________________________________________________ _____________________________________________________________________
Computer Services - 9.2% Electronic Measuring Instruments - 1.1%
Accenture, Cl A (B) 38,710 2,220 Agilent Technologies* 16,349 694
Cognizant Technology Solutions, Cl A* 6,871 493 ______________
International Business Machines (B) 17,158 3,304
______________ Total Electronic Measuring Instruments 694
_____________________________________________________________________
Total Computer Services 6,017
_____________________________________________________________________
7
OLD MUTUAL ANALYTIC FUND - continued
________________________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Engineering/R&D Services - 0.5% Metal-Copper - 1.9%
Fluor 5,401 $ 304 Freeport-McMoRan Copper & Gold (B) 27,284 $ 1,261
______________ ______________
Total Engineering/R&D Services 304 Total Metal-Copper 1,261
_____________________________________________________________________ _____________________________________________________________________
Engines-Internal Combustion - 0.7% Multi-line Insurance - 2.7%
Cummins 4,315 449 Allstate (B) 4,710 136
______________ American International Group* (B) 64,377 1,616
______________
Total Engines-Internal Combustion 449
_____________________________________________________________________ Total Multi-line Insurance 1,752
_____________________________________________________________________
Finance-Credit Card - 1.4%
Discover Financial Services 33,636 914 Multimedia - 3.0%
______________ Time Warner 26,887 997
Viacom, Cl B (B) 20,544 966
Total Finance-Credit Card 914 ______________
_____________________________________________________________________
Total Multimedia 1,963
Finance-Other Services - 0.1% _____________________________________________________________________
NYSE Euronext 1,612 43
______________ Networking Products - 1.1%
Cisco Systems 37,775 742
Total Finance-Other Services 43 ______________
_____________________________________________________________________
Total Networking Products 742
Food-Meat Products - 4.5% _____________________________________________________________________
Smithfield Foods* (B) 56,029 1,251
Tyson Foods, Cl A (B) 89,078 1,661 Non-Hazardous Waste Disposal - 1.7%
______________ Covanta Holding 46,846 669
Republic Services 16,509 483
Total Food-Meat Products 2,912 ______________
_____________________________________________________________________
Total Non-Hazardous Waste Disposal 1,152
Food-Retail - 0.0% _____________________________________________________________________
Safeway 684 15
______________ Office Automation & Equipment - 0.6%
Pitney Bowes 20,875 396
Total Food-Retail 15 ______________
_____________________________________________________________________
Total Office Automation & Equipment 396
Gold Mining - 1.7% _____________________________________________________________________
Newmont Mining (B) 17,752 1,091
______________ Oil Companies-Integrated - 10.3%
Chevron (B) 24,455 2,521
Total Gold Mining 1,091 ConocoPhillips (B) 26,702 1,821
_____________________________________________________________________ Exxon Mobil 7,632 639
Marathon Oil (B) 56,575 1,776
Medical Products - 2.1% ______________
Covidien (B) 26,250 1,352
______________ Total Oil Companies-Integrated 6,757
_____________________________________________________________________
Total Medical Products 1,352
_____________________________________________________________________ Oil Field Machinery & Equipment - 0.1%
National Oilwell Varco 468 35
Medical-Biomedical/Genetics - 4.6% ______________
Amgen (B) 28,253 1,919
Biogen Idec* (B) 7,548 890 Total Oil Field Machinery & Equipment 35
Gilead Sciences* 4,465 218 _____________________________________________________________________
______________
Oil Refining & Marketing - 3.0%
Total Medical-Biomedical/Genetics 3,027 Tesoro* 25,281 633
_____________________________________________________________________ Valero Energy (B) 54,318 1,303
______________
Medical-Drugs - 3.0%
ELI Lilly 14,316 569 Total Oil Refining & Marketing 1,936
Johnson & Johnson (B) 21,159 1,394 _____________________________________________________________________
______________
Paper & Related Products - 0.0%
Total Medical-Drugs 1,963 International Paper 409 13
_____________________________________________________________________ ______________
Medical-HMO - 0.4% Total Paper & Related Products 13
Humana 2,861 255 _____________________________________________________________________
______________
Pharmacy Services - 0.2%
Total Medical-HMO 255 Medco Health Solutions* 1,740 108
_____________________________________________________________________ ______________
Medical-Wholesale Drug Distributors - 6.6% Total Pharmacy Services 108
AmerisourceBergen (B) 42,994 1,675 _____________________________________________________________________
Cardinal Health (B) 31,253 1,345
McKesson (B) 15,733 1,286 Pipelines - 0.1%
______________ El Paso 3,131 84
______________
Total Medical-Wholesale Drug Distributors 4,306
_____________________________________________________________________ Total Pipelines 84
_____________________________________________________________________
8
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Property/Casualty Insurance - 2.2% Tobacco - 3.9%
Fidelity National Financial, Cl A 23,491 $ 427 Philip Morris International (B) 33,679 $ 2,518
Progressive 49,705 1,008 ______________
______________
Total Tobacco 2,518
Total Property/Casualty Insurance 1,435 _____________________________________________________________________
_____________________________________________________________________
Transportation-Services - 1.0%
Recreational Vehicles - 0.0% United Parcel Service, Cl B 8,809 666
Polaris Industries 452 29 ______________
______________
Total Transportation-Services 666
Total Recreational Vehicles 29 _____________________________________________________________________
_____________________________________________________________________
Vitamins & Nutrition Products - 0.3%
REITs-Diversified - 1.1% Mead Johnson Nutrition, Cl A 2,406 178
Weyerhaeuser 34,308 687 ______________
______________
Total Vitamins & Nutrition Products 178
Total REITs-Diversified 687 _____________________________________________________________________
_____________________________________________________________________
Web Hosting/Design - 0.3%
Rental Auto/Equipment - 0.3% Rackspace Hosting* 4,938 214
Aaron's 8,471 225 ______________
______________
Total Web Hosting/Design 214
Total Rental Auto/Equipment 225 _____________________________________________________________________
_____________________________________________________________________
Wireless Equipment - 0.1%
Retail-Bedding - 1.1% Motorola Mobility Holdings* 882 34
Bed Bath & Beyond* 11,604 704 ______________
______________
Total Wireless Equipment 34
Total Retail-Bedding 704 ______________
_____________________________________________________________________
Total Common Stock (Cost $69,150) 78,900
Retail-Computer Equipment - 0.2% _____________________________________________________________________
GameStop, Cl A* 5,935 139
______________ Affiliated Mutual Fund - 2.4%
Old Mutual Cash Reserves Fund,
Total Retail-Computer Equipment 139 Institutional Class, 0.00% (A) 1,565,409 1,565
_____________________________________________________________________ ______________
Retail-Consumer Electronics - 1.4% Total Affiliated Mutual Fund (Cost $1,565) 1,565
Best Buy 39,404 944 _____________________________________________________________________
______________
Total Investments - 123.5% (Cost $70,715) 80,465
Total Retail-Consumer Electronics 944 _____________________________________________________________________
_____________________________________________________________________
Securities Sold Short - (20.6)%
Retail-Regional Department Store - 2.5% Aerospace/Defense - (1.4)%
Dillard's, Cl A (B) 4,076 180 TransDigm Group* (8,603) (899)
Macy's (B) 42,682 1,438 ______________
______________
Total Aerospace/Defense (899)
Total Retail-Regional Department Store 1,618 _____________________________________________________________________
_____________________________________________________________________
Appliances - (0.4)%
Semiconductor Equipment - 0.3% Whirlpool (4,340) (236)
Applied Materials 15,846 195 ______________
______________
Total Appliances (236)
Total Semiconductor Equipment 195 _____________________________________________________________________
_____________________________________________________________________
Applications Software - (0.1)%
Super-Regional Banks-US - 5.7% Salesforce.Com* (481) (56)
Capital One Financial (B) 29,406 1,345 ______________
KeyCorp 41,685 324
Wells Fargo (B) 68,901 2,013 Total Applications Software (56)
______________ _____________________________________________________________________
Total Super-Regional Banks-US 3,682 Building-Residential/Commercial - (0.2)%
_____________________________________________________________________ Toll Brothers* (5,283) (115)
______________
Telephone-Integrated - 3.8%
Verizon Communications (B) 64,999 2,448 Total Building-Residential/Commercial (115)
______________ _____________________________________________________________________
Total Telephone-Integrated 2,448 Coal - (1.0)%
_____________________________________________________________________ Alpha Natural Resources* (8,458) (170)
Walter Energy (7,312) (506)
Theaters - 0.0% ______________
Regal Entertainment Group, Cl A 2,177 27
______________ Total Coal (676)
_____________________________________________________________________
Total Theaters 27
_____________________________________________________________________ Commercial Banks-Western US - (0.4)%
Bank of Hawaii (5,543) (253)
______________
Total Commercial Banks-Western US (253)
_____________________________________________________________________
9
OLD MUTUAL ANALYTIC FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Shares/
_____________________________________________________________________ Description Contracts Value (000)
_____________________________________________________________________
Computer Services - (0.9)%
Computer Sciences, Cl B (21,754) $ (562) REITs-Warehouse/Industrial - (1.3)%
______________ ProLogis (27,371) $ (868)
______________
Total Computer Services (562)
_____________________________________________________________________ Total REITs-Warehouse/Industrial (868)
_____________________________________________________________________
Diagnostic Kits - (0.4)%
Alere* (10,610) (256) Retirement/Aged Care - (0.4)%
______________ Brookdale Senior Living, Cl A* (13,895) (245)
______________
Total Diagnostic Kits (256)
_____________________________________________________________________ Total Retirement/Aged Care (245)
_____________________________________________________________________
E-Commerce/Products - (0.4)%
Netflix* (2,218) (267) Telecommunications Equipment - (0.8)%
______________ Tellabs (145,588) (553)
______________
Total E-Commerce/Products (267)
_____________________________________________________________________ Total Telecommunications Equipment (553)
_____________________________________________________________________
Electronic Components-Semiconductors - (1.7)%
MEMC Electronic Materials* (42,901) (196) Telecommunications Equipment-Fiber Optics - (1.5)%
Rovi* (28,070) (901) Ciena* (66,627) (969)
�� ______________ ______________
Total Electronic Components-Semiconductors (1,097) Total Telecommunications Equipment-Fiber Optics (969)
_____________________________________________________________________ _____________________________________________________________________
Finance-Leasing Company - (0.5)% Transportation-Marine - (1.8)%
Air Lease, Cl A* (13,339) (337) Teekay (42,240) (1,158)
______________ ______________
Total Finance-Leasing Company (337) Total Transportation-Marine (1,158)
_____________________________________________________________________ _____________________________________________________________________
Footwear & Related Apparel - (0.7)% Web Hosting/Design - (0.6)%
Deckers Outdoor* (5,612) (454) Equinix* (3,310) (397)
______________ ______________
Total Footwear & Related Apparel (454) Total Web Hosting/Design (397)
_____________________________________________________________________ ______________
Hotels & Motels - (1.2)% Total Securities Sold Short
Hyatt Hotels, Cl A* (17,869) (762) (Proceeds received $(13,695)) (13,424)
______________ _____________________________________________________________________
Total Hotels & Motels (762) Written Option Contracts - (3.0)%
_____________________________________________________________________ Call Options - (2.9)%
S&P 100 Index
Medical Products - (1.3)% February 2012, 100 Call
Hospira* (24,531) (845) Strike Price: $560 (450) (1,517)
______________ S&P 500 Index
February 2012, 100 Call
Total Medical Products (845) Strike Price: $275 (75) (331)
_____________________________________________________________________ S&P 500 Index
February 2012, 100 Call
Medical-Biomedical/Genetics - (2.0)% Strike Price: $390 (185) (9)
Dendreon* (36,399) (494) ______________
Human Genome Sciences* (52,268) (515)
Illumina* (5,936) (307) Total Call Options (1,857)
______________ _____________________________________________________________________
Total Medical-Biomedical/Genetics (1,316) Put Option - (0.1)%
_____________________________________________________________________ S&P 500 Index
February 2012, 100 Put
Oil Companies-Exploration & Production - (0.2)% Strike Price: $320 (40) (91)
Range Resources (2,955) (170) ______________
______________
Total Put Option (91)
Total Oil Companies-Exploration & ______________
Production (170)
_____________________________________________________________________ Total Written Option Contracts
(Proceeds received $(2,194)) (1,948)
Pharmacy Services - (0.3)% _____________________________________________________________________
Catalyst Health Solutions* (4,020) (220)
______________ Other Assets and Liabilities, Net - 0.1% 58
_____________________________________________________________________
Total Pharmacy Services (220)
_____________________________________________________________________ Total Net Assets - 100.0% $ 65,151
_____________________________________________________________________
Pipelines - (0.9)%
Spectra Energy (18,025) (568) For descriptions of abbreviations and footnotes, please refer to
______________ page 27.
Total Pipelines (568)
_____________________________________________________________________
Real Estate Operations/Development - (0.2)%
Howard Hughes* (2,802) (145)
______________
Total Real Estate Operations/Development (145)
_____________________________________________________________________
10
Other Information:
The Old Mutual Analytic Fund invested in various derivative instruments during the six-month period ended January 31, 2012. The
primary type of risk associated with these derivative instruments is equity risk. Refer to Note 2 in the Notes to Financial
Statements for further discussion about these risks and the objectives for utilizing derivative instruments. The effects of these
derivative instruments on the Fund's financial position and financial performance as reflected in the Statement of Assets and
Liabilities and Statement of Operations are presented in the tables below.
The fair value of derivative instruments and location on the Statement of Assets and Liabilities as of January 31, 2012 by risk
category (000):
Liability Derivatives
__________________________________________________________
Statement of Asset
Derivatives not designated as hedging instruments, and Liabilities
carried at fair value Location Fair Value
____________________________________________________________________________________________________________________________________
Equity Contracts Written Option
Contracts, at Value $(1,948)
_______
Total $(1,948)
_______
The effects of derivative instruments on the Statement of Operations for the six-month period ended January 31, 2012 are as follows
(000):
Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
�� Purchased Written
Derivatives not designated as hedging instruments, Option Option
carried at fair value Contracts Contracts Total
____________________________________________________________________________________________________________________________________
Equity Contracts $(89) $2,262 $2,173
____ ______ ______
Total $(89) $2,262 $2,173
____ ______ ______
Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
____________________________________________________________________________________________________________________________________
Written
Derivatives not designated as hedging instruments, Option
carried at fair value Contracts
____________________________________________________________________________________________________________________________________
Equity Contracts $14
___
Total $14
___
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 January 31, 2012 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $78,900 $- $- $78,900
Affiliated Mutual Fund 1,565 - - 1,565
Securities Sold Short
Securities Sold Short (13,424) - - (13,424)
Other Financial Instruments
Written Option Contracts (1,948) - - (1,948)
____________________________________________________________________________________________________________________________________
Total Investments $65,093 $- $- $65,093
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
The accompanying notes are an integral part of the financial statements.
11
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Copper Rock Capital Partners, LLC
Performance Highlights
o For the six-month period ended January 31, 2012, the Old Mutual Copper Rock Emerging Growth Fund underperformed its benchmark,
the Russell 2500 Growth Index. The Fund's Class A shares posted a -8.31% return at net asset value versus a 0.04% return for
the Index.
o Stock selection within the energy, materials and telecommunications services sectors contributed most positively to the Fund's
performance. Stock selection within the information technology, health care and consumer staples sectors negatively impacted
Fund performance.
o Among the stocks that contributed positively to Fund performance were SuccessFactors (no longer a Fund holding), HMS Holdings
and Roper Industries.
o Among the stocks that detracted from Fund performance were Green Mountain Coffee Roasters (no longer a Fund holding), Cooper
Companies and Rovi (no longer a Fund holding).
Q. How did the Fund perform relative to its benchmark?
A. For the six-month period ended January 31, 2012, the Old Mutual Copper Rock Emerging Growth Fund (the "Fund") underperformed
its benchmark, the Russell 2500 Growth Index (the "Index"). The Fund's Class A shares posted a -8.31% return at net asset value
versus a 0.04% return for the Index. Performance for all share classes can be found on page 14.
Q. What investment environment did the Fund face during the past period?
A. Risk assets were of little consideration during the third quarter of 2011, as investors grew increasingly despondent over the
malaise of the global economy and favored bonds over equities. Overseas, debt concerns continued to plague the European banking
system and new signs emerged that China would not be able to support its growth - fueling speculation over demand, or lack
thereof, for commodities. As a result of this uncertainty, volatility of small-capitalization stocks spiked during August and
September.
Following the deep decline in the third quarter, the fourth quarter of 2011 got off to a strong start in October when the
small-capitalization market experienced double-digit returns. However, the markets proved to be no calmer. The thriving Chinese
economy added to further worry, as investors grew wary of the country's ability to manage a possible real estate bubble, curb
inflation, and manage through a possible recession in the Eurozone, its largest trading partner. Once again, macroeconomic
factors moved to the forefront, causing correlations to spike to all-time high levels during the month of October. In October
alone, stocks with the lowest relative valuations drove returns, and those stocks significantly outperformed stocks with the
highest relative valuations. As the quarter progressed, the market environment remained challenging, as value outperformed
growth and the spike in correlations made stock selection difficult. During January 2012, the U.S. economy saw signs of
improvement and the market was up, but it was led by smaller, slower growth stocks, while quality took a back seat.
Q. Which market factors influenced the Fund's relative performance?
A. The underperformance of the Fund relative to the Index was partially attributable to the highly abnormal set of circumstances
during the six-month period. The period was characterized by the pronounced negative market sentiment during the third quarter,
mostly as a result of the U.S. credit rating downgrade and heightened concerns over the debt crisis in Europe. In addition, the
fourth quarter saw an extreme reversal in the markets during the month of October in particular, resulting in all-time high
correlations among small-capitalization stocks. A portion of the underperformance was also attributed to a handful of stocks
whose returns were exacerbated further downward by the negative market events during the six-month period.
At the start of 2012, the Fund was positioned with overweight positions in the industrials, information technology and energy
sectors, while remaining underweight in the consumer staples and consumer discretionary sectors. In addition, the Fund had
meaningful underweight positions in the financials, health care, and materials sectors. Positions in the industrials sector
were added as Copper Rock Capital Partners, LLC ("Copper Rock"), the Fund's sub-adviser, identified a mix of secular and unique
cyclical names that it believes should do well in a slow growth environment. Within the information technology sector, the Fund
was more tilted toward software and software-as-a-service (SaaS) companies, while still owning companies whose technologies
are beneficiaries or drivers of the mobility and cloud computing themes. The underweight in health care was widened due to the
Fund being underweight the biotechnology and pharmaceutical sectors. Copper Rock continued to find health care information
technology attractive for the opportunities resulting from the health care legislation, but recognized that the sector overall
faces a regulatory and policy headwind in light of the 2012 presidential election.
Copper Rock Emerging Growth Fund
12
Q. How did portfolio composition affect relative Fund performance?
A. For the six-month period, stock selection within the energy, materials and telecommunications services sectors contributed most
positively to the Fund's performance. On the downside, stock selection within the information technology, health care and
consumer staples sectors negatively impacted Fund performance.
Among the stocks that contributed positively to Fund performance were SuccessFactors (no longer a Fund holding), HMS Holdings and
Roper Industries. SuccessFactors, a provider of cloud-based software solutions, was acquired by SAP, positively impacting the
company's stock. As a result, the Fund added to its position. HMS Holdings, a service provider for government and private
health-care payers and sponsors, benefited from the company's acquisition of HealthDataInsights, one of four primary companies
involved in Medicare cost containment. With an already strong presence in the Medicaid recovery market, this acquisition is
anticipated to provide HMS Holdings with a substantial cross-selling opportunity. Roper Industries, a diversified technology
company, also saw its stock price increase as a result of its strong quarterly earnings.
On the other side of the equation, among the stocks that detracted from Fund performance were Green Mountain Coffee Roasters (no
longer a Fund holding), Cooper Companies and Rovi (no longer a Fund holding). Green Mountain Coffee Roasters, a producer of
specialty coffees and coffeemakers, came under pressure when a hedge fund questioned accounting practices that had already been
resolved. More importantly, the company missed its fourth-quarter sales expectations and the stock moved significantly lower.
Cooper Companies, a global medical products company, was a significant detractor during the period. The company's stock was
punished in the early part of the fourth quarter when a recall for one of its contact lens products, which accounted for less
than 1% of sales, spread to a limited recall on a product line totaling close to 20% of sales. Rovi, a digital entertainment
technology company, missed its earnings estimates in the third quarter of 2011 as declines in the company's legacy business
were deeper than previously thought and installations took longer to occur.
Q. What is the investment outlook for the small-capitalization growth market?
A. As Copper Rock has consistently stated, it believes it is important to remain patient with the Fund's execution and move
forward with its fundamentals-first approach to identifying attractive growth stocks that Copper Rock believes will deliver
superior earnings growth. Copper Rock notes it is already witnessing a modestly recovering U.S. economy, coupled with more
positive leading indicators. Copper Rock believes small-capitalization companies, in general, are well positioned with low
inventories and surplus cash. And, while there is not a lot of active hiring, Copper Rock feels that many companies -
particularly small-capitalization companies - are managing costs well, and that high-quality companies with strong management
teams are focused on increasing margins. Though challenges exist, in part due to political rhetoric and the upcoming election,
Copper Rock believes the abnormal market conditions seen during the period under review will be short-lived, and investors will
become more encouraged to focus on fundamentals rather than sentiment to drive stock returns.
Top Ten Holdings
as of January 31, 2012
Roper Industries 2.4%
___________________________________________________________________________________
AMETEK 2.4%
___________________________________________________________________________________
TransDigm Group 2.2%
___________________________________________________________________________________
HMS Holdings 2.1%
___________________________________________________________________________________
Affiliated Managers Group 2.1%
___________________________________________________________________________________
SXC Health Solutions 1.9%
___________________________________________________________________________________
VeriFone Systems 1.9%
___________________________________________________________________________________
WESCO International 1.8%
___________________________________________________________________________________
Gardner Denver 1.8%
___________________________________________________________________________________
Zoll Medical 1.8%
___________________________________________________________________________________
As a % of Total
Fund Investments 20.4%
___________________________________________________________________________________
Copper Rock Emerging Growth Fund
13
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized Annualized
Inception 6 Month 1 Year 5 Year Inception
Date (1) Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 07/29/05 (13.57)% (4.21)% (1.08)% 1.85%
Class A without load 07/29/05 (8.31)% 1.64% 0.10% 2.78%
Class Z 12/09/05 (8.18)% 1.89% 0.33% 2.45%
Institutional Class 07/29/05 (8.16)% 2.04% 0.56% 3.23%
Russell 2500 Growth Index 07/29/05 0.04% 4.83% 3.77% 5.64%
____________________________________________________________________________________________________________________________________
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, 2011 prospectus) are 2.13% and 1.67%; 1.46% and 1.42%; and 1.20% and
1.22%, 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 | |
| 01/31/12 | 11,264 | 12,296 | 14,292 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Information Technology | 24.7 | % | |
| Industrials | 22.3 | % | |
| Consumer Discretionary | 14.9 | % | |
| Health Care | 13.7 | % | |
| Energy | 8.5 | % | |
| Financials | 5.3 | % | |
| Materials | 5.3 | % | |
| Consumer Staples | 3.1 | % | |
| Investment Company | 2.0 | % | |
| Cash Equivalents | 0.2 | % | |
14
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 98.2% Consulting Services - 1.2%
Aerospace/Defense - 2.2% Gartner* 13,988 $ 530
TransDigm Group* 9,257 $ 968 ______________
______________
Total Consulting Services 530
Total Aerospace/Defense 968 _____________________________________________________________________
_____________________________________________________________________
Data Processing/Management - 1.1%
Aerospace/Defense-Equipment - 1.6% CommVault Systems* 9,851 463
BE Aerospace* 16,768 708 ______________
______________
Total Data Processing/Management 463
Total Aerospace/Defense-Equipment 708 _____________________________________________________________________
_____________________________________________________________________
Dental Supplies & Equipment - 0.6%
Airlines - 0.7% Align Technology* 11,548 272
Alaska Air Group* 3,913 298 ______________
______________
Total Dental Supplies & Equipment 272
Total Airlines 298 _____________________________________________________________________
_____________________________________________________________________
Diagnostic Kits - 0.5%
Applications Software - 0.7% IDEXX Laboratories* 2,342 198
NetSuite* 6,787 284 ______________
______________
Total Diagnostic Kits 198
Total Applications Software 284 _____________________________________________________________________
_____________________________________________________________________
Distribution/Wholesale - 3.1%
Auto Repair Centers - 0.6% MWI Veterinary Supply* 6,850 538
Monro Muffler Brake 6,637 278 WESCO International* 12,584 791
______________ ______________
Total Auto Repair Centers 278 Total Distribution/Wholesale 1,329
_____________________________________________________________________ _____________________________________________________________________
Chemicals-Diversified - 0.8% Electric Products-Miscellaneous - 2.4%
FMC 3,935 365 AMETEK 22,128 1,040
______________ ______________
Total Chemicals-Diversified 365 Total Electric Products-Miscellaneous 1,040
_____________________________________________________________________ _____________________________________________________________________
Chemicals-Specialty - 1.7% Electronic Components-Semiconductors - 1.4%
Albemarle 11,281 726 Ceva* 11,801 319
______________ Semtech* 10,222 291
______________
Total Chemicals-Specialty 726
_____________________________________________________________________ Total Electronic Components-Semiconductors 610
_____________________________________________________________________
Commercial Banks-Eastern US - 1.6%
Signature Bank* 12,048 701 Electronic Design Automation - 1.0%
______________ Cadence Design Systems* 42,551 449
______________
Total Commercial Banks-Eastern US 701
_____________________________________________________________________ Total Electronic Design Automation 449
_____________________________________________________________________
Commercial Services - 4.3%
Acacia Research - Acacia Technologies* 17,153 706 Electronic Measuring Instruments - 1.1%
ExlService Holdings* 10,277 248 Trimble Navigation* 9,992 468
HMS Holdings* 27,516 908 ______________
______________
Total Electronic Measuring Instruments 468
Total Commercial Services 1,862 _____________________________________________________________________
_____________________________________________________________________
Engineering/R&D Services - 0.5%
Commercial Services-Finance - 2.0% Mistras Group* 9,842 222
Heartland Payment Systems 22,466 539 ______________
Wright Express* 5,660 310
�� ______________ Total Engineering/R&D Services 222
_____________________________________________________________________
Total Commercial Services-Finance 849
_____________________________________________________________________ Enterprise Software/Services - 1.6%
Qlik Technologies* 11,227 317
Computer Services - 0.8% Ultimate Software Group* 5,667 378
Manhattan Associates* 7,455 327 ______________
______________
Total Enterprise Software/Services 695
Total Computer Services 327 _____________________________________________________________________
_____________________________________________________________________
Filtration/Separation Products - 0.7%
Computers-Integrated Systems - 4.1% Polypore International* 8,135 310
Micros Systems* 13,712 682 ______________
NCR* 25,067 469
Riverbed Technology* 17,935 429 Total Filtration/Separation Products 310
Teradata* 3,915 210 _____________________________________________________________________
______________
Finance-Consumer Loans - 1.0%
Total Computers-Integrated Systems 1,790 Portfolio Recovery Associates* 6,503 422
_____________________________________________________________________ ______________
Total Finance-Consumer Loans 422
_____________________________________________________________________
15
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Finance-Other Services - 2.2% Medical Products - 2.8%
Higher One Holdings* 15,757 $ 267 Cooper 6,289 $ 453
MarketAxess Holdings 22,519 699 Zoll Medical* 11,283 774
______________ ______________
Total Finance-Other Services 966 Total Medical Products 1,227
_____________________________________________________________________ _____________________________________________________________________
Food-Miscellaneous/Diversified - 0.5% Medical-Generic Drugs - 0.3%
Hain Celestial Group* 5,861 226 Perrigo 1,139 109
______________ ______________
Total Food-Miscellaneous/Diversified 226 Total Medical-Generic Drugs 109
_____________________________________________________________________ _____________________________________________________________________
Food-Retail - 0.4% Medical-Outpatient/Home Medicine - 1.2%
Fresh Market* 3,905 168 Air Methods* 6,320 533
______________ ______________
Total Food-Retail 168 Total Medical-Outpatient/Home Medicine 533
_____________________________________________________________________ _____________________________________________________________________
Hazardous Waste Disposal - 1.6% Metal Processors & Fabricators - 1.2%
Clean Harbors* 10,693 678 Haynes International 8,326 506
______________ ______________
Total Hazardous Waste Disposal 678 Total Metal Processors & Fabricators 506
_____________________________________________________________________ _____________________________________________________________________
Home Furnishings - 1.3% Multilevel Direct Selling - 1.0%
Tempur-Pedic International* 8,146 543 Nu Skin Enterprises, Cl A 8,433 421
______________ ______________
Total Home Furnishings 543 Total Multilevel Direct Selling 421
_____________________________________________________________________ _____________________________________________________________________
Human Resources - 0.7% Networking Products - 1.1%
Team Health Holdings* 15,196 313 Netgear* 12,508 498
______________ ______________
Total Human Resources 313 Total Networking Products 498
_____________________________________________________________________ _____________________________________________________________________
Industrial Gases - 1.6% Oil Companies-Exploration & Production - 4.4%
Airgas 8,992 710 Cabot Oil & Gas 9,550 305
______________ Energy XXI Bermuda* 12,231 402
Oasis Petroleum* 19,869 670
Total Industrial Gases 710 Rosetta Resources* 10,991 528
_____________________________________________________________________ ______________
Internet Content-Entertainment - 0.5% Total Oil Companies-Exploration & Production 1,905
Pandora Media* 17,354 229 _____________________________________________________________________
______________
Oil-Field Services - 3.3%
Total Internet Content-Entertainment 229 CARBO Ceramics 2,630 �� 256
_____________________________________________________________________ Core Laboratories 3,020 321
Oceaneering International 8,901 432
Investment Management/Advisor Services - 2.1% Oil States International* 5,393 430
Affiliated Managers Group* 8,838 888 ______________
______________
Total Oil-Field Services 1,439
Total Investment Management/Advisor Services 888 _____________________________________________________________________
_____________________________________________________________________
Pharmacy Services - 2.8%
Machinery-Electrical - 0.8% Catalyst Health Solutions* 6,788 372
Franklin Electric Co. 6,653 333 SXC Health Solutions* 13,115 827
______________ ______________
Total Machinery-Electrical 333 Total Pharmacy Services 1,199
_____________________________________________________________________ _____________________________________________________________________
Machinery-General Industry - 5.0% Physician Practice Management - 0.8%
Chart Industries* 5,865 327 Mednax* 4,854 346
Gardner Denver 10,378 774 ______________
Roper Industries 11,307 1,056
______________ Total Physician Practice Management 346
_____________________________________________________________________
Total Machinery-General Industry 2,157
_____________________________________________________________________ Recreational Vehicles - 0.9%
Polaris Industries 6,116 394
Medical Information Systems - 0.7% ______________
athenahealth* 5,170 301
______________ Total Recreational Vehicles 394
_____________________________________________________________________
Total Medical Information Systems 301
_____________________________________________________________________
16
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Rental Auto/Equipment - 1.5% Transactional Software - 5.3%
Avis Budget Group* 27,424 $ 393 ACI Worldwide* 17,850 $ 542
United Rentals* 6,195 237 Solera Holdings 5,348 255
______________ Synchronoss Technologies* 20,550 687
VeriFone Systems* 19,362 827
Total Rental Auto/Equipment 630 ______________
_____________________________________________________________________
Total Transactional Software 2,311
Retail-Apparel/Shoe - 3.7% _____________________________________________________________________
DSW, Cl A 9,314 465
Express* 8,430 183 Transportation-Rail - 1.0%
Genesco* 4,924 301 Genesee & Wyoming, Cl A* 6,924 430
PVH 4,629 357 ______________
Vera Bradley* 7,808 280
______________ Total Transportation-Rail 430
_____________________________________________________________________
Total Retail-Apparel/Shoe 1,586
_____________________________________________________________________ Vitamins & Nutrition Products - 1.2%
Herbalife 8,759 507
Retail-Gardening Products - 1.5% ______________
Tractor Supply 7,824 632
______________ Total Vitamins & Nutrition Products 507
_____________________________________________________________________
Total Retail-Gardening Products 632
_____________________________________________________________________ Wireless Equipment - 0.7%
Aruba Networks* 12,973 287
Retail-Perfume & Cosmetics - 0.6% ______________
Ulta Salon Cosmetics & Fragrance* 3,574 272
______________ Total Wireless Equipment 287
______________
Total Retail-Perfume & Cosmetics 272
_____________________________________________________________________ Total Common Stock (Cost $35,279) 42,455
_____________________________________________________________________
Retail-Pet Food & Supplies - 1.3%
PetSmart 10,903 580 Investment Company - 2.0%
______________ Growth-Mid Cap - 1.3%
iShares Russell Midcap
Total Retail-Pet Food & Supplies 580 Growth Index Fund 9,682 572
_____________________________________________________________________ ______________
Retail-Restaurants - 2.1% Total Growth-Mid Cap 572
BJ's Restaurants* 10,470 524 _____________________________________________________________________
Panera Bread, Cl A* 2,541 377
______________ Growth-Small Cap - 0.7%
iShares Russell 2000
Total Retail-Restaurants 901 Growth Index Fund 3,423 310
_____________________________________________________________________ ______________
Retail-Sporting Goods - 1.4% Total Growth-Small Cap 310
Dick's Sporting Goods 14,325 590 ______________
______________
Total Investment Company (Cost $873) 882
Total Retail-Sporting Goods 590 _____________________________________________________________________
_____________________________________________________________________
Affiliated Mutual Fund - 0.2%
Retail-Vitamins/Nutrient Supplements - 1.1% Old Mutual Cash Reserves Fund,
Vitamin Shoppe* 11,168 477 Institutional Class, 0.00% (A) 82,207 82
______________ ______________
Total Retail-Vitamins/Nutrient Supplements 477 Total Affiliated Mutual Fund (Cost $82) 82
_____________________________________________________________________ _____________________________________________________________________
Seismic Data Collection - 0.8% Total Investments - 100.4% (Cost $36,234) 43,419
OYO Geospace* 3,952 348 _____________________________________________________________________
______________
Other Assets and Liabilities, Net - (0.4)% (162)
Total Seismic Data Collection 348 _____________________________________________________________________
_____________________________________________________________________
Total Net Assets - 100.0% $ 43,257
Semiconductor Components-Integrated Circuits - 0.6% _____________________________________________________________________
Linear Technology 8,456 282
______________ For descriptions of abbreviations and footnotes, please refer to
page 27.
Total Semiconductor Components-Integrated Circuits 282
_____________________________________________________________________
Semiconductor Equipment - 0.9%
Teradyne* 22,593 369
______________
Total Semiconductor Equipment 369
_____________________________________________________________________
17
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
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 January 31, 2012 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $42,455 $- $- $42,455
Investment Company 882 - - 882
Affiliated Mutual Fund 82 - - 82
____________________________________________________________________________________________________________________________________
Total Investments $43,419 $- $- $43,419
____________________________________________________________________________________________________________________________________
Refer to the "Security Valuation" section of Note 2 for further information.
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 six-month period ended January 31, 2012, 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 -8.98% return at net asset value versus a
-10.42% 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 period?
A. As macroeconomic events continued to drive international equity returns, the six-month period saw large swings in market
volatility. The first two months of the reporting period in particular were tumultuous, with equity markets around the world
posting sharp losses amid apprehension about a Greek default, mounting fears of potential weakness in Europe's banking system,
and a sense of generally deteriorating economic conditions worldwide.
The ensuing months saw a moderation of 2011's generally downward trajectory, with many markets gaining ground. Investors
perceived some hopeful economic signals in the U.S., and responded positively to Europe's moves on liquidity injections and
greater fiscal integration. Some uncertainty persisted, however, with ongoing concerns about (1) the sustainability of growth,
given the complexity of the European debt crisis, (2) uncertainty relating to China, and (3) unexpected events such as the
widespread flooding in Thailand, which along with a strong yen helped jeopardize Japan's precarious recovery.
Q. Which market factors influenced the Fund's relative performance?
A. The Fund outperformed the Index for the trailing six-month period, as solid gains from stock selection offset losses from
country allocations. Stock selection was most successful in Japan, which contributed to the majority of value added for the
Fund overall. Within Japan, holdings in the capital goods industry added the most value as industrial output continued to stage
a steady recovery during the period following the country's natural and nuclear disasters in March 2011. There was also some
moderate value added from the Fund's selections in Germany, France and the United Kingdom, with energy and financial stocks
among the top contributors in these markets. Though oil prices pulled back during the third quarter of 2011, they recovered to
end the period close to $100 a barrel.
As noted previously, country allocations were negative for active return. In particular, the Fund lost value from its
overweight positioning in Japan, France and Greece, as well as a market underweight in the United Kingdom and an active
allocation to Canada.
Q. How did portfolio composition affect Fund performance?
A. Among the individual stocks that contributed to Fund performance were Westpac Banking, Fortescue Metals Group and Barclays.
Westpac Banking, a banking organization in Australia and New Zealand, re-launched their Bank of Melbourne brand in July 2011,
which further strengthened the company's multi-brand strategy. Westpac Banking also reported an increase in net profits for
their fiscal year ending September 30, 2011, reflecting in part the previously announced impact of a tax-consolidation
adjustment from the St. George merger in 2008. Fortescue Metals Group, an iron ore producer in Australia, reported an increase
in net profits for the six-month period ending December 31, 2011, which was more than double the amount for the same period in
2010. Barclays, a global financial services provider, saw its earnings rise in the third quarter of 2011, which was helped in
part by lower provisions for bad loans. The company also cut jobs and costs in an effort to improve shareholder returns.
Performance Highlights
o For the six-month period ended January 31, 2012, the Old Mutual International Equity Fund outperformed its benchmark, the MSCI
EAFE Index. The Fund's Class A shares posted a -8.98% return at net asset value versus a -10.42% return for the Index.
o Stock selection was most successful in Japan, which contributed to the majority of value added for the Fund overall. Moderate
value was also added from the Fund's selections in Germany, France and the United Kingdom. Country allocations were negative
for active return.
o Among the individual stocks that contributed to Fund performance were Westpac Banking, Fortescue Metals Group and Barclays.
o Among the top detractors from Fund performance were BNP Paribas, Enel and OPAP.
International Equity Fund
19
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
MANAGEMENT OVERVIEW (UNAUDITED)
Sub-Adviser: Acadian Asset Management LLC
Top Ten Holdings
as of January 31, 2012
Royal Dutch Shell, Cl A 4.3%
___________________________________________________________________________________
BHP Billiton 3.0%
___________________________________________________________________________________
Total 2.8%
___________________________________________________________________________________
AstraZeneca (GBP) 2.8%
___________________________________________________________________________________
Roche Holding 2.7%
___________________________________________________________________________________
BP 2.6%
___________________________________________________________________________________
Nippon Telegraph & Telephone 2.3%
___________________________________________________________________________________
Rio Tinto 2.3%
___________________________________________________________________________________
BASF 2.3%
___________________________________________________________________________________
Mitsubishi UFJ
Financial Group 2.3%
___________________________________________________________________________________
As a % of Total
Fund Investments 27.4%
___________________________________________________________________________________
Among the top detractors from Fund performance were BNP Paribas, Enel and OPAP. BNP Paribas, a banking group based in France,
saw its stock decline in August 2011 alongside other European banks amid concerns that lenders will face funding challenges as
the region's debt crisis continues to stifle economic growth. The stock saw further losses in September on reports that its
rating may be cut by Moody's Investors Service amid concerns over the company's holdings of Greek sovereign debt. Enel, an
electricity operator in Italy, reported it would be forced to evaluate dividends and investments to meet its debt-reduction
goals after the government raised taxes on energy companies, which sent shares lower in the fourth quarter of 2011. OPAP, a
gambling company in Europe, saw its shares dip in November 2011 after the company's third-quarter profits fell 16%, as Greek
gamblers spent less on betting amid the recent austerity measures.
Q. What is the investment outlook for international stocks?
A. As the macroeconomic picture continues to be uncertain, particularly in Europe, Acadian Asset Management LLC ("Acadian"), the
Fund's sub-adviser, expects that investors in turn will continue to swing between return-chasing and risk-avoiding behavior in
the months ahead. Acadian believes more negative news is possible in the form of slowing growth in key economies, further signs
of weakness in the European banking system, or new sovereign downgrades.
Acadian notes a key risk to global markets is the likelihood of a downturn in Europe in the near term, as financial market
turmoil and austerity measures across the region weigh on economic activity. Adding to this is the major concern of bank
deleveraging, with a potential credit crunch in the region potentially deepening the impact of a recession both locally and
globally. Japan's economy is also vulnerable to macro events around the globe. Acadian believes the effects of yen strength,
softer demand for exports, and weak stock prices could dampen economic activity going forward.
Given the likelihood that major central banks will pursue accommodative monetary policy well into 2012, Acadian believes that
despite elevated market uncertainty, investors will continue to turn to equities as one of the few sources of significant
potential return. It is also important to consider that equity markets generally rise in anticipation of economic recovery.
Looking ahead, Acadian notes if a rally can build - encouraged by definitive signs that Europe's crisis is on the mend, or that
the U.S. economy is strengthening more quickly than anticipated - strong asset flows into global equities could be on the
horizon.
International Equity Fund
20
PERFORMANCE AND PORTFOLIO SUMMARY (UNAUDITED)
Average Annual Total Returns as of January 31, 2012
____________________________________________________________________________________________________________________________________
Annualized
Inception 6 Month 1 Year 5 Year Inception
Date Return Return Return to Date
____________________________________________________________________________________________________________________________________
Class A with load 12/30/05 (14.18)% (13.40)% (7.07)% (2.04)%
Class A without load 12/30/05 (8.98)% (8.10)% (5.96)% (1.08)%
Class Z 12/30/05 (8.89)% (7.92)% (5.73)% (0.84)%
Institutional Class 12/30/05 (8.75)% (7.67)% (5.49)% (0.59)%
MSCI EAFE Index 12/30/05 (10.42)% (9.59)% (3.85)% 0.73%
____________________________________________________________________________________________________________________________________
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, 2011 prospectus) are 6.85% and 1.52%; 4.65% and 1.27%; and 1.45%
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 | |
| 1/31/12 | 8,824 | 9,499 | 9,647 | 10,450 | |
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 January 31, 2012 - % of Total Fund Investments
____________________________________________________________________________________________________________________________________
[PIE GRAPH WAS REPRESENTED IN THE PRINTED MATERIAL]
| Japan | 26.5 | % | |
| United Kingdom | 15.4 | % | |
| Australia | 9.2 | % | |
| Netherlands | 7.1 | % | |
| France | 7.0 | % | |
| Germany | 6.4 | % | |
| Switzerland | 5.4 | % | |
| Singapore | 4.8 | % | |
| Sweden | 3.3 | % | |
| Hong Kong | 3.2 | % | |
| Denmark | 3.2 | % | |
| Italy | 1.8 | % | |
| Finland | 1.7 | % | |
| Norway | 1.7 | % | |
| Austria | 1.2 | % | |
| Greece | 0.6 | % | |
| Spain | 0.6 | % | |
| Common Stock | 0.3 | % | |
| Cash Equivalents | 0.2 | % | |
| Belgium | 0.2 | % | |
| Cyprus | 0.2 | % | |
| Canada | 0.0 | % | |
| China | 0.0 | % | |
| Portugal | 0.0 | % | |
| New Zealand | 0.0 | % | |
21
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Common Stock - 0.2% Finland - 1.7%
B2B/E-Commerce - 0.0% Digia 3,602 $ 14
Global Sources* 319 $ 2 Nokia 35,861 180
______________ Stora Enso, Cl R 31,356 224
______________
Total B2B/E-Commerce 2
_____________________________________________________________________ Total Finland 418
_____________________________________________________________________
Electronic Components-Miscellaneous - 0.2%
NAM TAI Electronics 10,339 61 France - 6.9%
______________ AXA 17,317 264
BNP Paribas 5,922 252
Total Electronic Components-Miscellaneous 61 Cegid Group 578 12
______________ Etam Developpement* 427 8
France Telecom 370 6
Total Common Stock (Cost $36) 63 LDC 91 10
_____________________________________________________________________ Linedatarvices 1,290 15
Parrot* 1,897 51
Foreign Common Stock - 97.5% Tessi 8 1
Australia - 9.1% Total 13,169 698
Australia & New Zealand Banking Group 5,321 121 Vivendi 19,830 416
BHP Billiton 18,985 752 ______________
Commonwealth Bank of Australia 7,511 404
Fortescue Metals Group 7,474 40 Total France 1,733
National Australia Bank 9,139 231 _____________________________________________________________________
Northern Star Resources* 26,943 28
RCR Tomlinson 9,438 16 Germany - 6.2%
Rio Tinto 6,590 484 Amadeus Fire 1,154 45
Suncorp Group 699 6 BASF 7,339 566
VDM Group* 26,399 1 Bavaria Industriekapital 651 11
Wesfarmers 385 12 Bayer 7,615 535
Westpac Banking 8,426 189 Bayerische Motoren Werke 895 77
______________ Cewe Color Holding 836 36
Freenet 62 1
Total Australia 2,284 Infineon Technologies 33,656 308
_____________________________________________________________________ ______________
Austria - 1.2% Total Germany 1,579
OMV 8,703 286 _____________________________________________________________________
Telekom Austria 200 2
Voestalpine 127 4 Greece - 0.6%
______________ OPAP 15,137 155
______________
Total Austria 292
_____________________________________________________________________ Total Greece 155
_____________________________________________________________________
Belgium - 0.2%
Euronav* 40 - Hong Kong - 3.1%
Recticel 7,070 49 Alco Holdings 12,217 4
______________ Champion Technology Holdings 6,316,000 80
CLP Holdings 500 4
Total Belgium 49 Dickson Concepts International 19,000 11
_____________________________________________________________________ DMX Technologies Group* 38,000 8
Hongkong Land Holdings 1,000 5
Canada - 0.0% Hutchison Whampoa 28,000 266
QLT* 153 1 Jardine Strategic Holdings 8,500 265
Suncor Energy 200 7 Kantone Holdings 60,000 1
______________ Keckng Investments 24,900 10
Luen Thai Holdings 137,000 11
Total Canada 8 Next Media* 246,000 22
_____________________________________________________________________ Pacific Textile Holdings 100,000 62
Victory City International Holdings 228,000 23
China - 0.0% Wing On Co. International 7,000 14
Sinocom Software Group 88,000 8 Wuling Motors Holdings 20,000 1
SunVic Chemical Holdings 1,000 - ______________
______________ Total Hong Kong 787
_____________________________________________________________________
Total China 8
_____________________________________________________________________
Cyprus - 0.1%
Bank of Cyprus Public 38,136 38
______________
Total Cyprus 38
_____________________________________________________________________
Denmark - 3.1%
AP Moller - Maersk, Cl B 65 480
NOVO Nordisk A/S, Cl B 2,527 300
______________
Total Denmark 780
_____________________________________________________________________
22
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Italy - 1.8% Japan - continued
Banca Popolare dell'Emilia Romagna 169 $ 1 Konishi 1,000 $ 15
Delclima* 2,558 2 KRS 800 9
De'Longhi 2,558 25 Kyodo Printing 4,000 11
Enel 101,992 418 Mikuni Coca-Cola Bottling 600 5
Exor 26 1 Mimasu Semiconductor Industry 1,500 14
Milano Assicurazioni* 521 - Mitani 500 7
______________ Mitsubishi UFJ Financial Group 121,700 562
Mitsui High-Tec* 2,400 10
Total Italy 447 Mitsui Home 2,000 11
_____________________________________________________________________ Namura Shipbuilding 26,500 106
Nichireki 12,000 67
Japan - 25.9% NIFTY 59 72
Airport Facilities 3,900 18 Nihon Plast 1,200 9
Alfresa Holdings 200 9 Nihon Yamamura Glass 1,000 3
Arc Land Sakamoto 2,000 37 Nippo 15,000 168
Asahi Kogyosha 2,000 9 Nippon Antenna 1,100 8
Bando Chemical Industries 8,000 30 Nippon Road 13,000 56
Belluna 7,550 60 Nippon Steel 700 2
Chubu Steel Plate 300 2 Nippon Steel Trading 1,000 3
Coca-Cola Central Japan 6,000 80 Nippon Telegraph & Telephone 11,500 577
CTI Engineering 2,600 17 NIS Group* 24,600 1
Daihatsu Diesel Manufacturing 4,000 20 Nissan Motor 35,300 334
Daihatsu Motor 10,000 193 Nisshin Fudosan 5,600 34
Dainippon Sumitomo Pharma 22,300 258 Nisshin Sugar Holdings* 700 14
Daito Trust Construction 4,000 378 Nojima 3,528 28
Daiwa House Industry 27,000 342 Nuflare Technology 14 52
EDION 13,100 103 Obayashi Road 31,000 104
Faith 1,381 170 Pacific Industrial 4,000 19
Fields 8 12 Piolax 2,800 66
F-Tech 2,000 �� 26 Raysum* 3 -
Fuji Soft 700 14 Relo Holdings 2,300 63
Fujimori Kogyo 1,400 21 Riken Technos 3,000 9
Fujitsu Broad Solution & Consulting 1,100 11 Saison Information Systems 1,600 22
Fujitsu Frontech 1,100 7 Sanyo Housing Nagoya 30 31
FuKoKu 1,600 15 Seria 1 5
Fukuda Denshi 1,300 40 Shidax 5,000 24
Fuso Chemical 500 14 Shinsho 2,000 5
Gamecard-Joyco Holdings 3,300 59 Soken Chemical & Engineering 700 7
Happinet 3,200 29 Studio Alice 12,900 200
Haruyama Trading 1,500 8 Sumikin Bussan 2,000 6
Haseko* 500 - Suncall 4,000 18
Hazama* 26,300 79 T&K Toka 400 5
Heiwa 4,000 72 Takagi Securities* 2,000 2
Hi-LEX 1,600 26 Tokai 1,600 36
Hitachi 59,000 328 Tokyu Construction 10,170 28
Hokkaido Coca-Cola Bottling 2,000 10 Totetsu Kogyo 29,000 299
Hokkan Holdings 4,000 12 Unipres 5,000 156
H-One 3,600 26 Usen* 15,940 10
Imasen Electric Industrial 884 11 Watabe Wedding 3,377 32
IMI 600 12 Yachiyo Bank 300 7
IT Holdings 11,800 145 Yachiyo Industry 1,400 8
J Trust 10,700 100 Yamato International 2,000 10
JMS 3,000 10 Yasunaga 2,100 15
Kamei 3,000 34 Yellow Hat 2,700 43
Kasai Kogyo 10,000 53 Zojirushi 18,000 63
Kawasumi Laboratories 10,000 60 ______________
Koike Sanso Kogyo 6,000 16
Kojima 7,400 50 Total Japan 6,544
Komatsu Seiren 10,000 47 _____________________________________________________________________
_____________________________________________________________________
23
OLD MUTUAL INTERNATIONAL EQUITY FUND - continued
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
_____________________________________________________________________ _____________________________________________________________________
Description Shares Value (000) Description Shares Value (000)
_____________________________________________________________________ _____________________________________________________________________
Netherlands - 7.0% United Kingdom - 15.1%
EADS 12,809 $ 431 AstraZeneca (GBP) 14,220 $ 685
ING Groep* 27,517 251 AstraZeneca (SEK) 317 15
PostNL 53 - Barclays 63,379 212
Royal Dutch Shell, Cl A 30,188 1,074 Berendsen 31,578 229
TNT Express 53 - BHP Billiton 2,488 84
______________ BP ADR 4,619 212
BP 85,082 640
Total Netherlands 1,756 British Polythene Industries 2,378 14
_____________________________________________________________________ Character Group 242 -
Dart Group 40,418 40
New Zealand - 0.0% Hilton Food Group 1,087 4
Sky Network Television 210 1 HSBC Holdings 65,449 547
______________ Imperial Tobacco Group 15,154 543
Legal & General Group 2,142 4
Total New Zealand 1 Rio Tinto 9,398 566
_____________________________________________________________________ Standard Life 1,658 6
Tribal Group 14,443 15
Norway - 1.6% Vitec Group 162 1
Statoil 16,349 412 ______________
______________
Total United Kingdom 3,817
Total Norway 412 ______________
_____________________________________________________________________
Total Foreign Common Stock (Cost $22,651) 24,601
Portugal - 0.0% _____________________________________________________________________
Novabase SGPS 1,941 5
______________ Rights - 0.00%
Cyprus - 0.00%
Total Portugal 5 Bank of Cyprus Public* (C) 38,136 -
_____________________________________________________________________ ______________
Singapore - 4.7% Total Cyprus -
DBS Group Holdings 46,000 494 ______________
Elec & Eltek International 9,745 26
Golden Agri-Resources 229,000 133 Total Rights (Cost $-) -
GP Batteries International 5,000 4 _____________________________________________________________________
Great Eastern Holdings 2,000 21
Jardine Cycle & Carriage 10,526 429 Affiliated Mutual Fund - 0.2%
Lian Beng Group 266,000 79 Old Mutual Cash Reserves Fund,
QAF 7,000 4 Institutional Class, 0.00% (A) 50,208 50
______________ ______________
Total Singapore 1,190 Total Affiliated Mutual Fund (Cost $50) 50
_____________________________________________________________________ _____________________________________________________________________
Spain - 0.6% Total Investments - 97.9% (Cost $22,737) 24,714
Endesa* 7,162 141 _____________________________________________________________________
______________
Other Assets and Liabilities, Net - 2.1% 531
Total Spain 141 _____________________________________________________________________
_____________________________________________________________________
Total Net Assets - 100.0% $ 25,245
Sweden - 3.3% _____________________________________________________________________
Saab, Cl B 18,784 402
Volvo, Cl B 32,485 422 For descriptions of abbreviations and footnotes, please refer to
______________ page 27.
Total Sweden 824
_____________________________________________________________________
Switzerland - 5.3%
Advanced Digital Broadcast Holdings 2,822 29
Bell Holding 28 52
Clariant* 418 5
Emmi 1,123 233
Nestle 6,172 354
Roche Holding 3,889 660
______________
Total Switzerland 1,333
_____________________________________________________________________
24
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 January 31, 2012 in valuing the Fund's net assets were as follows (000):
Description Level 1 Level 2 Level 3 Total
____________________________________________________________________________________________________________________________________
Investments
Common Stock $63 $ - $- $ 63
Foreign Common Stock
Australia - 2,284 - 2,284
Austria - 292 - 292
Belgium - 49 - 49
Canada 8 - - 8
China - 8 - 8
Cyprus - 38 - 38
Denmark - 780 - 780
Finland - 418 - 418
France - 1,733 - 1,733
Germany - 1,579 - 1,579
Greece - 155 - 155
Hong Kong - 787 - 787
Italy - 447 - 447
Japan - 6,544 - 6,544
Netherlands - 1,756 - 1,756
New Zealand - 1 - 1
Norway - 412 - 412
Portugal - 5 - 5
Singapore - 1,190 - 1,190
Spain - 141 - 141
Sweden - 824 - 824
Switzerland - 1,333 - 1,333
United Kingdom - 3,817 - 3,817
Rights - - - -
Affiliated Mutual Fund 50 - - 50
____________________________________________________________________________________________________________________________________
Total Investments $121 $24,593 $- $24,714
____________________________________________________________________________________________________________________________________
25
OLD MUTUAL INTERNATIONAL EQUITY FUND - concluded
____________________________________________________________________________________________________________________________________
SCHEDULE OF INVESTMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
Foreign securities traded in countries outside the Western Hemisphere are fair valued daily by utilizing quotations of an
independent pricing service and are classified as Level 2. The Fund did not have significant transfers between Level 1 and Level 2
during the reporting period.
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, 2011 $ 2
Realized gain (loss) -
Change in unrealized appreciation
(depreciation) -
Accrued discounts/premiums -
Purchases -
Sales -
Transfers in and/or out of Level 3 (2)
___
Balance as of January 31, 2012 $ -
___
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.
The accompanying notes are an integral part of the financial statements.
26
NOTES TO SCHEDULE 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 funds. The rate reported
represents the 7-day effective yield as of January 31, 2012.
(B) - All or a portion of this security is held as cover for securities sold short or open written option contracts.
(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 January 31, 2012, the value of this security was $0, 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
R&D - Research and Development
REITs - Real Estate Investment Trusts
SEK - Swedish Krona
Amounts designated as "-" are either $0 or have been rounded to $0.
Cost figures are shown with "000's" omitted.
27
STATEMENTS OF ASSETS & LIABILITIES (000, excluding shares)
AS OF JANUARY 31, 2012 (UNAUDITED)
__________________________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging International
Fund Growth Fund Equity Fund
__________________________________________________________________________________________________________________________________________________________________
Assets:
Investment Securities, at cost $ 69,150 $ 36,152 $22,687
Investment in Affiliated Mutual Fund, at cost 1,565 82 50
__________________________________________________________________________________________________________________________________________________________________
Investment Securities, at value $ 78,900 $ 43,337 $24,664
Investment in Affiliated Mutual Fund, at value 1,565 82 50
Cash Deposits held at Prime Broker 170 - -
Foreign Currency (cost $-, $-, $6) - - 5
Receivable for Capital Shares Sold 117 - 11
Receivable from Investment Adviser 12 3 19
Receivable for Investment Securities Sold - 465 560
Receivable for Dividends 62 4 56
Other Assets 3 6 11
__________________________________________________________________________________________________________________________________________________________________
Total Assets 80,829 43,897 25,376
__________________________________________________________________________________________________________________________________________________________________
Liabilities:
Payable for Investment Securities Purchased - 574 77
Payable for Capital Shares Redeemed 149 7 -
Written Option Contracts, at Value, (Proceeds received of $2,194, $-, $-) 1,948 - -
Securities Sold Short, at Value (Proceeds received of $13,695, $-, $-) 13,424 - -
Payable for Administration Fees 6 4 2
Payable for Distribution & Service Fees 3 - -
Payable for Management Fees 48 33 21
Payable to Custodian 14 - -
Payable for Trustees' Fees 1 1 1
Accrued Expenses 85 21 30
__________________________________________________________________________________________________________________________________________________________________
Total Liabilities 15,678 640 131
__________________________________________________________________________________________________________________________________________________________________
Net Assets $ 65,151 $ 43,257 $25,245
__________________________________________________________________________________________________________________________________________________________________
Net Assets:
Paid-in Capital ($0.001 par value, unlimited authorization) $ 210,647 $ 41,737 $66,617
Undistributed (Distributions in Excess of) Net Investment Income/(Accumulated Net Investment Loss) (96) (224) (27)
Accumulated Net Realized Loss on Investments, Securities Sold Short,
Written Options, and Foreign Currency Transactions (155,667) (5,441) (43,321)
Net Unrealized Appreciation on Investments, Securities Sold Short,
Written Options, and Foreign Currency Transactions 10,267 7,185 1,976
__________________________________________________________________________________________________________________________________________________________________
Net Assets $ 65,151 $ 43,257 $25,245
__________________________________________________________________________________________________________________________________________________________________
Net Assets - Class A $ 19,779 $ 2,408 $ 258
Net Assets - Class C 12,640 N/A N/A
Net Assets - Class Z 32,730 7,694 494
Net Assets - Institutional Class 2 33,155 24,493
__________________________________________________________________________________________________________________________________________________________________
Outstanding Shares of Beneficial Interest - Class A 1,877,937 215,903 31,237
Outstanding Shares of Beneficial Interest - Class C 1,259,669 N/A N/A
Outstanding Shares of Beneficial Interest - Class Z 3,069,153 678,877 59,716
Outstanding Shares of Beneficial Interest - Institutional Class 169 2,886,923 2,961,202
__________________________________________________________________________________________________________________________________________________________________
Net Asset Value and Redemption Price Per Share - Class A^ $ 10.53 $ 11.15 $ 8.26
__________________________________________________________________________________________________________________________________________________________________
Maximum Offering Price Per Share Class A (Net Asset Value/94.25%) $ 11.17 $ 11.83 $ 8.76
__________________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class C†^ $ 10.03 N/A N/A
__________________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Class Z^ $ 10.66 $ 11.33 $ 8.28
__________________________________________________________________________________________________________________________________________________________________
Net Asset Value, Offering and Redemption Price Per Share - Institutional Class^ $ 10.67 $ 11.48 $ 8.27
__________________________________________________________________________________________________________________________________________________________________
† 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.
28
STATEMENTS OF OPERATIONS (000)
FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
___________________________________________________________________________________________________________________________________________________________________
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging International
Fund Growth Fund Equity Fund
___________________________________________________________________________________________________________________________________________________________________
Investment Income:
Dividends $ 726 $ 52 $ 316
Interest Income 2 - -
Less: Foreign Taxes Withheld - - (14)
___________________________________________________________________________________________________________________________________________________________________
Total Investment Income 728 52 302
___________________________________________________________________________________________________________________________________________________________________
Expenses:
Management Fees 278 193 136
Administration Fees 33 21 14
Distribution and Service Fees:
Class A 26 3 -
Class C 65 - -
Trustees' Fees 9 6 4
Custodian Fees 7 7 22
Professional Fees 33 19 32
Registration and SEC Fees 26 22 20
Transfer Agent Fees 102 20 4
Dividend Expense on Securities Sold Short 274 - -
Interest Expense on Securities Sold Short 35 - -
Pricing Fees 1 1 29
Other Expenses 28 12 7
___________________________________________________________________________________________________________________________________________________________________
Total Expenses 917 304 268
___________________________________________________________________________________________________________________________________________________________________
Less:
Net Waiver of Management Fees (91) (28) (128)
___________________________________________________________________________________________________________________________________________________________________
Net Expenses 826 276 140
___________________________________________________________________________________________________________________________________________________________________
Net Investment Income (Loss) (98) (224) 162
___________________________________________________________________________________________________________________________________________________________________
Net Realized Gain (Loss) from Investment Transactions (including Securities Sold Short) (3,963) 1,610 166
Net Realized Loss on Foreign Currency Transactions - - (35)
Net Realized Gain on Written Option Contracts 2,262 - -
Net Change in Unrealized Appreciation (Depreciation) on Investments
(including Securities Sold Short) 3,876 (5,613) (3,866)
Net Change in Unrealized Depreciation on
Forward Foreign Currency Contracts and Foreign Currency Transactions - - (11)
Net Change in Unrealized Appreciation on Written Option Contracts 14 - -
___________________________________________________________________________________________________________________________________________________________________
Net Realized and Unrealized Gain (Loss) on Investments 2,189 (4,003) (3,746)
___________________________________________________________________________________________________________________________________________________________________
Increase (Decrease) in Net Assets Resulting from Operations $ 2,091 $(4,227) $(3,584)
___________________________________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
29
STATEMENTS OF CHANGES IN NET ASSETS (000)
___________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
___________________________________________________________________________________________________________________________________________
8/1/11 to 8/1/10 to
1/31/12 7/31/11
(Unaudited)
___________________________________________________________________________________________________________________________________________
Investment Activities:
Net Investment Income (Loss) $ (98) $ 385
Net Realized Gain (Loss) from Investments (including Securities Sold Short),
Futures Contracts, Forward Foreign Currency Contracts,
Foreign Currency Transactions and Written Option Contracts (1,701) 10,031
Net Change in Unrealized Appreciation (Depreciation) on Investments
(including Securities Sold Short), Futures Contracts, Forward Foreign Currency Contracts,
Foreign Currency Transactions, and Written Option Contracts 3,890 (1,047)
___________________________________________________________________________________________________________________________________________
Net Increase (Decrease) in Net Assets Resulting from Operations 2,091 9,369
___________________________________________________________________________________________________________________________________________
Dividends and Distributions to Shareholders From:
Net Investment Income:
Class A (152) -
Class C (59) -
Class Z (304) -
Institutional Class - -
___________________________________________________________________________________________________________________________________________
Total Dividends and Distributions (515) -
___________________________________________________________________________________________________________________________________________
Capital Share Transactions:
Class A
Shares Issued 401 1,091
Shares Issued upon Reinvestment of Distributions 128 -
Redemption Fees - -
Shares Redeemed (4,729) (19,824)
___________________________________________________________________________________________________________________________________________
Total Class A Capital Share Transactions (4,200) (18,733)
___________________________________________________________________________________________________________________________________________
Class C
Shares Issued 154 155
Shares Issued upon Reinvestment of Distributions 24 -
Redemption Fees - -
Shares Redeemed (2,066) (8,683)
___________________________________________________________________________________________________________________________________________
Total Class C Capital Share Transactions (1,888) (8,528)
___________________________________________________________________________________________________________________________________________
Class Z
Shares Issued 6,643 13,150
Shares Issued upon Reinvestment of Distributions 283 -
Redemption Fees - -
Shares Redeemed (5,524) (8,178)
___________________________________________________________________________________________________________________________________________
Total Class Z Capital Share Transactions 1,402 4,972
___________________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - -
Shares Issued upon Reinvestment of Distributions - -
Redemption Fees - -
Shares Redeemed - -
___________________________________________________________________________________________________________________________________________
Total Institutional Class Capital Share Transactions - -
___________________________________________________________________________________________________________________________________________
Decrease in Net Assets Derived from Capital Shares Transactions (4,686) (22,289)
___________________________________________________________________________________________________________________________________________
Total Decrease in Net Assets (3,110) (12,920)
___________________________________________________________________________________________________________________________________________
Net Assets:
Beginning of Period 68,261 81,181
___________________________________________________________________________________________________________________________________________
End of Period $65,151 $ 68,261
___________________________________________________________________________________________________________________________________________
Undistributed (Distribution in Excess of) Net Investment Income/(Accumulated Net Investment Loss) $ (96) $ 517
___________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
30
___________________________________________________________
Old Mutual
Copper Rock Old Mutual
Emerging International
Growth Fund Equity Fund
___________________________________________________________
8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to
1/31/12 7/31/11 1/31/12 7/31/11
(Unaudited) (Unaudited)
___________________________________________________________
$ (224) $ (659) $ 162 $ 889
1,610 13,661 131 4,380
(5,613) 9,620 (3,877) 3,213
___________________________________________________________
(4,227) 22,622 (3,584) 8,482
___________________________________________________________
- - (8) (5)
- - - -
- - (17) (10)
- - (943) (875)
___________________________________________________________
- - (968) (890)
___________________________________________________________
111 1,153 75 22
- - 8 4
- 1 - -
(1,367) (1,426) (49) (194)
___________________________________________________________
(1,256) (272) 34 (168)
___________________________________________________________
- - - -
- - - -
- - - -
- - - -
___________________________________________________________
- - - -
___________________________________________________________
509 3,076 26 274
- - 16 10
- - - -
(1,117) (11,562) (24) (357)
___________________________________________________________
(608) (8,486) 18 (73)
___________________________________________________________
3,261 4,875 282 701
- - 943 875
1 - - -
(4,265) (31,951) (7,550) (21,994)
___________________________________________________________
(1,003) (27,076) (6,325) (20,418)
___________________________________________________________
(2,867) (35,834) (6,273) (20,659)
___________________________________________________________
(7,094) (13,212) (10,825) (13,067)
___________________________________________________________
50,351 63,563 36,070 49,137
___________________________________________________________
$43,257 $50,351 $25,245 $ 36,070
___________________________________________________________
$ (224) $ - $ (27) $ 779
___________________________________________________________
31
STATEMENT OF CASH FLOWS (000)
FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
___________________________________________________________________________________________________________________________________________
Old Mutual
Analytic
Fund
___________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Operating Activities:
Interest and Dividends Received $ 750
Purchases of Long-term Portfolio Investments (98,328)
Proceeds from Sales of Long-term Portfolio Investments 103,337
Net Cash Used in Purchased Option Contracts (89)
Net Cash Provided From Written Option Contracts 2,361
Net Cash Used in Short Sales Transactions (1,008)
Net Increase in Short-term Investments (971)
Interest Expense Paid (35)
Operating Expenses Paid (798)
___________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities 5,219
___________________________________________________________________________________________________________________________________________
Cash Flows Provided From (Used in) Financing Activities:
Decrease in Shares of Beneficial Interest Sold (5,382)
Cash Dividends Paid, Excluding Reinvestments of $435 (80)
Increase in Payable to Custodian 14
Increase in Deposits with Prime Brokers 229
___________________________________________________________________________________________________________________________________________
Net Cash Used in Financing Activities (5,219)
___________________________________________________________________________________________________________________________________________
Net Change in Cash -
Cash at Beginning of Year -
___________________________________________________________________________________________________________________________________________
Cash at End of Period $ -
___________________________________________________________________________________________________________________________________________
Reconciliation of Net Increase in Net Assets from Operations to
Net Cash Provided From Operating Activities:
Net Increase in Net Assets Resulting from Operations $ 2,091
___________________________________________________________________________________________________________________________________________
Decrease in Investments 3,030
Increase in Written Option Contracts, at Value 85
Decrease in Dividends and Interest Receivable 22
Decrease in Other Assets 4
Decrease in Accrued Expenses (13)
___________________________________________________________________________________________________________________________________________
Total Adjustments 3,128
___________________________________________________________________________________________________________________________________________
Net Cash Provided From Operating Activities $ 5,219
___________________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
The accompanying notes are an integral part of the financial statements.
32
FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
AND FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
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
2012> $10.26 $(0.01) $ 0.36 $- $ 0.35 $(0.08) $ - $ - $(0.08) $10.53 3.42% $ 19,779 2.47% (1) 3.00% (1) (0.23)% 125.49%
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
2012> $ 9.79 $(0.05) $ 0.34 $- $ 0.29 $(0.05) $ - $ - $(0.05) $10.03 2.93% $ 12,640 3.23% (1) 3.56% (1) (0.99)% 125.49%
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
2012> $10.40 $ - $ 0.36 $- $ 0.36 $(0.10) $ - $ - $(0.10) $10.66 3.45% $ 32,730 2.26% (1) 2.30% (1) (0.05)% 125.49%
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
2012> $10.40 $ - $ 0.37 $- $ 0.37 $(0.10) $ - $ - $(0.10) $10.67 3.57% $ 2 2.23% (1) 801.36% (1) 0.02% 125.49%
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.
33
FINANCIAL HIGHLIGHTS - concluded
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR ENDED JULY 31, (UNLESS OTHERWISE NOTED)
AND FOR THE SIX-MONTH PERIOD ENDED JANUARY 31, 2012 (UNAUDITED)
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 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
2012> $12.16 $(0.08) $(0.93) $- $(1.01) $ - $ - $ - $11.15 (8.31)% $ 2,408 1.67% 2.49% (1.43)% 84.83%
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
2012> $12.34 $(0.06) $(0.95) $- $(1.01) $ - $ - $ - $11.33 (8.18)% $ 7,694 1.42% 1.71% (1.18)% 84.83%
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
2012> $12.50 $(0.05) $(0.97) $- $(1.02) $ - $ - $ - $11.48 (8.16)% $ 33,155 1.22% 1.26% (0.98)% 84.83%
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
2012> $ 9.40 $ 0.02 $(0.89) $- $(0.87) $(0.27) $ - $(0.27) $ 8.26 (8.98)% $ 258 1.52% 8.36% 0.55% 20.56%
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
2012> $ 9.44 $ 0.03 $(0.90) $- $(0.87) $(0.29) $ - $(0.29) $ 8.28 (8.89)% $ 494 1.27% 5.73% 0.84% 20.56%
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
2012> $ 9.46 $ 0.05 $(0.91) $- $(0.86) $(0.33) $ - $(0.33) $ 8.27 (8.75)% $ 24,493 1.02% 1.84% 1.20% 20.56%
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.
34
* 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.
> For the six-month period ended January 31, 2012.
(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
_________________________________________________________________________
2012> 0.86% 0.82% 0.83% 0.86%
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.
35
NOTES TO FINANCIAL STATEMENTS
AS OF JANUARY 31, 2012 (UNAUDITED)
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 Semi-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.
On October 17, 2011, the Board of Trustees of the Trust approved an Agreement and Plan of Reorganization (the "Plan") on behalf of
the Funds. Pursuant to the Plan and if approved by shareholders, each Fund's assets and liabilities would be transferred to mutual
funds advised by Touchstone Advisors, Inc. and shareholders in each Fund will become shareholders in the corresponding Touchstone
mutual fund as follows: Old Mutual Analytic Fund into Touchstone Dynamic Equity Fund; Old Mutual Copper Rock Emerging Growth Fund
into Touchstone Emerging Growth Fund; and Old Mutual International Equity Fund into Touchstone International Equity Fund. These
transactions are anticipated to occur during the second calendar quarter of 2012.
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 Funds' prospectus provides a description of each Fund's investment objective, policies and
investment strategies.
In the normal course of business, the Funds may enter into various agreements that provide for general indemnifications. Each Fund's
maximum exposure under these arrangements is unknown as any potential exposure involves future claims that may be made against each
Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
____________________________________________________________________________________________________________________________________
The following is a summary of the significant accounting policies followed by the Funds.
Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.
Security Valuation - Investment securities of a Fund, including securities sold short, that are listed on a securities exchange,
market or automated quotation system and for which market quotations are readily available, including securities traded
over-the-counter ("OTC") (except for securities traded on NASDAQ), are valued at the last quoted sales price on the principal market
on which they are traded at the close of trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m., Eastern Time) each day
that the NYSE is open (the "Valuation Time"), or, if there is no such reported sale at the Valuation Time, investment securities are
valued at the most recent quoted bid price reported by the exchange or the OTC market. For securities traded on NASDAQ, the NASDAQ
Official Closing Price provided by NASDAQ each business day is used. If such prices are not available, these securities and unlisted
securities for which market quotations are not readily available are valued in accordance with Fair Value Procedures established by
the Board of Trustees (the "Board"). The Funds use pricing services to report the market value of securities in the portfolios; if
the pricing service is not able to provide a price, or the pricing service quote of valuation is deemed inaccurate or does not
reflect the market value of the security, securities are valued in accordance with Fair Value Procedures established by the Board.
The Trust's Fair Value Procedures are implemented through a Valuation Committee (the "Committee") designated by the Board. A
security may be valued using Fair Value Procedures if, among other things, the security's trading has been halted or suspended; the
security has been de-listed from a national exchange; the security's primary trading market is temporarily closed at a time when,
under normal conditions, it would be open; or the security's primary pricing source is not able or willing to provide a price. When
a security is valued in accordance with the Fair Value Procedures, the Committee will determine the value after taking into
consideration relevant information reasonably available to the Committee. The valuation is assigned to Fair Valued Securities for
purposes of calculating a Fund's net asset value ("NAV"). Debt securities (other than short-term obligations), including listed
issues, are valued on the basis of valuations furnished by a pricing service which utilizes electronic data processing techniques to
determine valuations for normal institutional size trading units of debt securities, without exclusive reliance upon exchange or
over-the-counter prices. Short-term obligations with maturities of 60 days or less may be valued at amortized cost, which
approximates market value. Under this valuation method, acquisition discounts and premiums are accreted and amortized ratably to
maturity and are included in interest income.
36
Foreign securities traded on foreign exchanges in the Western Hemisphere are valued based upon quotations from the principal market
in which they are traded before the valuation time and are translated from the local currency into U.S. dollars using current
exchange rates. In addition, if quotations are not readily available, or if the values have been materially affected by events
occurring after the closing of a foreign market, assets may be valued in accordance with the Fair Value Procedures established by
the Board.
Foreign securities traded in countries outside the Western Hemisphere are fair valued daily by utilizing the quotations of an
independent pricing service, unless the Fund's investment adviser, Old Mutual Capital, Inc. (the "Adviser"), determines that use of
another valuation methodology is appropriate. The pricing service uses statistical analyses and quantitative models to adjust local
prices using factors such as subsequent movement and changes in the prices of indexes, securities and exchange rates in other
markets in determining fair value as of the time the Funds calculate the NAVs. The fair value of the foreign security is translated
from the local currency into U.S. dollars using current exchange rates.
The Funds are subject to the provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification 820-10,
Fair Value Measurements and Disclosures, ("ASC 820-10"). ASC 820-10 establishes a hierarchy that prioritizes the inputs to valuation
techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or
reliable. Foreign securities fair valued by utilizing quotations of an independent pricing service are categorized as Level 2
securities. The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those
securities. Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy
during the reporting period. For each Fund, there were no significant transfers between Level 1 and Level 2 during the reporting
period, based on the input level assigned under the hierarchy at the beginning and end of the reporting period. The aggregate value
by input level, as of January 31, 2012 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. During the
six-month period ended January 31, 2012, the Funds did not invest in forward foreign currency contracts.
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.
37
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
The Funds do not isolate that portion of gains and losses on investment securities that is due to changes in the foreign exchange
rates from that which is due to changes in market prices of such securities. The Funds report gains and losses on foreign currency
related transactions as components of realized gains and losses for financial reporting purposes, whereas such components are
treated as ordinary income or loss for Federal income tax purposes.
Futures Contracts - The Funds are subject to equity price risk, interest rate risk and foreign currency exchange risk in the normal
course of pursuing their objectives. The Funds may utilize futures contracts to enhance investment returns, as an efficient way to
gain broad market exposure with reduced transaction costs and/or to hedge against overall equity market volatility and other risks
in the Fund's portfolio. Upon entering into a futures contract, the Funds will deposit securities for the initial margin with its
custodian in a segregated account. Subsequent payments, which are dependent on the daily fluctuations in the value of the underlying
instrument, are made or received by the Funds each day (daily variation margin) and are recorded as unrealized gains or losses until
the contracts are closed. When the contract is closed, the Funds record a realized gain or loss equal to the difference between the
proceeds from (or cost of) the closing transactions and the Fund's basis in the contract. Risks of entering into futures contracts
include the possibility that a change in the value of the contract may not correlate with the changes in the value of the underlying
instruments. Second, it is possible that a lack of liquidity for futures contracts could exist in the secondary market, resulting in
an inability to close a futures position prior to its maturity date. Third, the purchase of a futures contract involves the risk
that the Funds could lose more than the original margin deposit required to initiate the futures transaction. Finally, the risk
exists that losses could exceed amounts disclosed on the Statements of Assets and Liabilities. There is minimal counterparty credit
risk involved in entering into futures contracts since they are exchange-traded instruments and the exchange's clearinghouse, as
counterparty to all exchange-traded futures, guarantees the futures against default. During the six-month period ended January 31,
2012, the Funds did not engage in futures contracts.
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.
Payments by Affiliates - For the six-month period ended January 31, 2012, the Old Mutual Analytic Fund was reimbursed $1 (000) by
its sub-adviser for losses incurred as a result of an error processing portfolio trades. The reimbursement is included in Shares
Redeemed on the Statements of Changes in Net Assets. The reimbursement did not have a significant impact on the Old Mutual Analytic
Fund's total return.
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
six-month period ended January 31, 2012.
38
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 six-month period ended January 31, 2012, redemption fees of $1 (000) were collected by Old
Mutual Copper Rock Emerging Growth Fund (Institutional Class). There were no other material redemption fee amounts collected by the
Funds.
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 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
_____________________________________________________________________________________________________________________________________________
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 January 31, 2012, the Adviser may seek reimbursement of previously waived and reimbursed fees as follows
(000):
Expiration 2012 Expiration 2013 Expiration 2014 Expiration 2015 Total
_____________________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $783 $458 $175 $ 91 $1,507
Old Mutual Copper Rock Emerging Growth Fund 95 56 24 28 203
Old Mutual International Equity Fund 422 327 224 128 1,101
_____________________________________________________________________________________________________________________________________________
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.
39
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
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%.
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.
40
The Trust has adopted a Distribution Plan for each of Class A and Class C shares pursuant to Rule 12b-1 under the 1940 Act to
enable the Class A shares of each Fund and Class C shares of Old Mutual Analytic Fund to directly and indirectly bear certain
expenses relating to the distribution of such shares. The Trust has also adopted a Service Plan to enable the Class A shares of
each Fund and Class C shares of Old Mutual Analytic Fund to directly and indirectly bear certain expenses relating to the
shareholder servicing and/or personal account maintenance of the holders of such shares. Each of the Distribution Plans and Service
Plans are compensation plans, which means that they compensate the Distributor or third-party broker-dealer or financial
intermediary regardless of the expenses actually incurred by such persons.
Pursuant to the Distribution Plan for Class A and Class C shares, the Trust will pay to the Distributor a monthly fee at an annual
aggregate rate not to exceed (i) 0.25% of the average net asset value of the Class A shares of each Fund and (ii) 0.75% of the
average net asset value of the Class C shares of Old Mutual Analytic Fund, as determined at the close of each business day during
the month, which is to compensate the Distributor for services provided and expenses incurred by it in connection with the offering
and sale of Class A or Class C shares, which may include, without limitation, the payment by the Distributor to investment dealers
of commissions on the sale of Class A or Class C shares, as set forth in the then current prospectus or statement of additional
information with respect to Class A and Class C shares and interest and other financing costs.
The amount of such payments shall be determined by the Trust's disinterested Trustees from time to time. Currently, Class A shares
are not authorized to pay distribution fees and Class C shares are authorized to pay the maximum amount of distribution fees.
Pursuant to the Service Plan for Class A and Class C shares, the Trust will pay to the Distributor or other third-party financial
intermediaries a fee at an annual aggregate rate not to exceed 0.25% of the average net asset value of Class A and Class C shares,
which is for maintaining or improving services provided to shareholders by the Distributor and investment dealers, financial
institutions and 401(k) plan service providers. The amount of such payments shall be determined by the Trust's disinterested
Trustees from time to time.
Currently, both Class A and Class C shares are authorized to pay the maximum amount of service fees.
The Administrator will prepare and deliver written reports to the Board on a regular basis (at least quarterly) setting forth the
payments made pursuant to the Distribution Plans and the Service Plans, and the purposes for which such expenditures were made, as
well as any supplemental reports as the Board may from time to time reasonably request.
Except to the extent that the Administrator, Sub-Administrator, Adviser or sub-advisers may benefit through increased fees from an
increase in the net assets of the Trust which may have resulted in part from the expenditures, no interested person of the Trust
nor any Trustee of the Trust who is not an "interested person" (as defined in the 1940 Act) of the Trust has a direct or indirect
financial interest in the operation of the Distribution or Service Plans or any related agreement.
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 six-month period ended January 31, 2012, the amount received by OMUSH for
recordkeeping fee offsets attributable to investments by the Deferred Plans in the Old Mutual Complex was approximately $15 (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 six-month period ended January
31, 2012.
41
NOTES TO FINANCIAL STATEMENTS - continued
AS OF JANUARY 31, 2012 (UNAUDITED)
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 six-month period ended January 31, 2012 were as follows:
Purchases (000) Sales (000)
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $98,328 $103,324
Old Mutual Copper Rock Emerging Growth Fund 36,897 39,971
Old Mutual International Equity Fund 5,681 12,816
____________________________________________________________________________________________________________________________________
Transactions in option contracts written in the Old Mutual Analytic Fund for the six-month period ended January 31, 2012, were as
follows:
Old Mutual Analytic Fund
____________________________________________________________________________________________________________________________________
�� Number of Proceeds
Contracts Received (000)
____________________________________________________________________________________________________________________________________
Outstanding at July 31, 2011 935 $ 2,095
Options written 7,035 14,270
Options terminated in closing purchasing transactions (5,673) (10,794)
Options expired (1,547) (3,377)
____________________________________________________________________________________________________________________________________
Outstanding at January 31, 2012 750 $ 2,194
____________________________________________________________________________________________________________________________________
6. CAPITAL SHARE TRANSACTIONS
Old Mutual
Old Mutual Copper Rock Old Mutual
Analytic Emerging Growth International Equity
Fund Fund Fund
____________________________________________________________________________________________________________________________________
8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to 8/1/11 to 8/1/10 to
1/31/12 7/31/11 1/31/12 7/31/11 1/31/12 7/31/11
(Unaudited) (Unaudited) (Unaudited)
____________________________________________________________________________________________________________________________________
Shares Issued and Redeemed (000):
Class A
Shares Issued 40 113 10 106 9 2
Shares Issued upon Reinvestment of Distributions 12 - - - 1 1
Shares Redeemed (464) (2,066) (128) (130) (6) (21)
____________________________________________________________________________________________________________________________________
Total Class A Share Transactions (412) (1,953) (118) (24) 4 (18)
____________________________________________________________________________________________________________________________________
Class C
Shares Issued 16 16 - - - -
Shares Issued upon Reinvestment of Distributions 2 - - - - -
Shares Redeemed (214) (933) - - - -
____________________________________________________________________________________________________________________________________
Total Class C Share Transactions (196) (917) - - - -
____________________________________________________________________________________________________________________________________
Class Z
Shares Issued 648 1,298 47 264 3 30
Shares Issued upon Reinvestment of Distributions 27 - - - 2 1
Shares Redeemed (540) (815) (103) (1,078) (3) (40)
____________________________________________________________________________________________________________________________________
Total Class Z Share Transactions 135 483 (56) (814) 2 (9)
____________________________________________________________________________________________________________________________________
Institutional Class
Shares Issued - - 296 436 34 79
Shares Issued upon Reinvestment of Distributions - - - - 127 99
Shares Redeemed - - (388) (2,797) (928) (2,437)
____________________________________________________________________________________________________________________________________
Total Institutional Class Share Transactions - - (92) (2,361) (767) (2,259)
____________________________________________________________________________________________________________________________________
Net Decrease in Shares Outstanding (473) (2,387) (266) (3,199) (761) (2,286)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either 0 or have been rounded to 0.
42
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) 659 -
Old Mutual International Equity Fund - 215 (215)
____________________________________________________________________________________________________________________________________
Amounts designated as "-" are either $0 or have been rounded to $0.
43
NOTES TO FINANCIAL STATEMENTS - concluded
AS OF JANUARY 31, 2012 (UNAUDITED)
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 carryforwards 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.
44
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 January 31, 2012 were as follows:
Federal Tax Unrealized Unrealized
Cost Appreciation Depreciation Net Unrealized
(000) (000) (000) Appreciation
____________________________________________________________________________________________________________________________________
Old Mutual Analytic Fund $70,715 $10,327 $ (577) $9,750
Old Mutual Copper Rock Emerging Growth Fund 36,234 7,450 (265) 7,185
Old Mutual International Equity Fund 22,737 3,829 (1,852) 1,977
____________________________________________________________________________________________________________________________________
9. NEW ACCOUNTING PRONOUNCEMENT
____________________________________________________________________________________________________________________________________
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.
45
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.
46
FUND EXPENSES EXAMPLE (Unaudited)
Six Month Hypothetical Expense Example - January 31, 2012
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 January 31, 2012.
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
8/1/11 1/31/12 Month Period Period* 8/1/11 1/31/12 Month Period Period*
__________________________________________________________________________________ __________________________________________________________________________________
Old Mutual Analytic Fund - Class A Old Mutual Copper Rock Emerging Growth Fund - Class Z
__________________________________________________________________________________ __________________________________________________________________________________
Actual Fund Return $1,000.00 $1,034.20 2.47% $12.63 Actual Fund Return $1,000.00 $ 918.20 1.42% $6.85
Hypothetical 5% Return 1,000.00 1,012.72 2.47 12.50 Hypothetical 5% Return 1,000.00 1,018.00 1.42 7.20
__________________________________________________________________________________ __________________________________________________________________________________
Old Mutual Analytic Fund - Class C Old Mutual Copper Rock Emerging Growth Fund - Institutional Class
__________________________________________________________________________________ __________________________________________________________________________________
Actual Fund Return 1,000.00 1,029.30 3.23 16.48 Actual Fund Return 1,000.00 918.40 1.22 5.88
Hypothetical 5% Return 1,000.00 1,008.90 3.23 16.31 Hypothetical 5% Return 1,000.00 1,019.00 1.22 6.19
__________________________________________________________________________________ __________________________________________________________________________________
Old Mutual Analytic Fund - Class Z Old Mutual International Equity Fund - Class A
__________________________________________________________________________________ __________________________________________________________________________________
Actual Fund Return 1,000.00 1,034.50 2.26 11.56 Actual Fund Return 1,000.00 910.20 1.52 7.30
Hypothetical 5% Return 1,000.00 1,013.77 2.26 11.44 Hypothetical 5% Return 1,000.00 1,017.50 1.52 7.71
__________________________________________________________________________________ __________________________________________________________________________________
Old Mutual Analytic Fund - Institutional Class Old Mutual International Equity Fund - Class Z
__________________________________________________________________________________ __________________________________________________________________________________
Actual Fund Return 1,000.00 1,035.70 2.23 11.41 Actual Fund Return 1,000.00 911.10 1.27 6.10
Hypothetical 5% Return 1,000.00 1,013.93 2.23 11.29 Hypothetical 5% Return 1,000.00 1,018.75 1.27 6.44
__________________________________________________________________________________ __________________________________________________________________________________
Old Mutual Copper Rock Emerging Growth Fund - Class A Old Mutual International Equity Fund - Institutional Class
__________________________________________________________________________________ __________________________________________________________________________________
Actual Fund Return 1,000.00 916.90 1.67 8.05 Actual Fund Return 1,000.00 912.50 1.02 4.90
Hypothetical 5% Return 1,000.00 1,016.74 1.67 8.47 Hypothetical 5% Return 1,000.00 1,020.01 1.02 5.18
__________________________________________________________________________________ __________________________________________________________________________________
* Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by 184/366 (to reflect the
one-half year period).
47
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 semi-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-12-007 03/2012
Not applicable to semiannual reports.
Not applicable to semiannual reports.
Not applicable to semiannual reports.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
No material changes have been made to the procedures by which shareholders may recommend nominees to the board of trustees of Old Mutual Funds I (the “registrant”), where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A or this Item 10.
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.
