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Old Mutual Advisor Funds, et al. · 485APOS · On 9/29/05

Filed On 9/29/05 5:10pm ET · SEC Files 333-116057, 811-21587 · Accession Number 922423-5-1571

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 9/29/05  Old Mutual Advisor Funds          485APOS                3:344                                    922423
          Old Mutual Advisor Funds

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment No. 6                       337  1,490K 
 2: EX-99.I     Counsel Consent.                                       1      5K 
 3: EX-99.Q     Powers of Attorney                                     6     16K

485APOS · Post-Effective Amendment No. 6
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Administrator and Sub-Administrator, The Advisor, The Business and Other Connections of Investment Advisor: Buying Shares Choosing a Share Class Class A Shares Credit Ratings Custodian Description of Permitted Investments Description of Shares Determination of Net Asset Value Distribution and Taxes Distribution Arrangements Distributor Distributor, The Exchange Privileges Exchanges Between Funds Fair Value Pricing Financial Highlights Financial Statements Funds Fund Summaries Fund Transactions Fund Turnover General Policies General Risks of Investing in Stocks Ibbotson Indemnification Initial Sales Charges - Class A Shares Investment Limitations Investment Strategies Location of Accounts and Records Management Services Minimum Investment Old Mutual Asset Allocation Balanced Portfolio Old Mutual Asset Allocation Conservative Portfolio Old Mutual Asset Allocation Growth Portfolio Old Mutual Asset Allocation Moderate Growth Portfolio Other Accounts Other Service Providers Persons Controlled by or Under Common Control With Registrant Poison Pills Policy Policy Regarding Excessive or Short-Term Trading Portfolio Holdings Disclosure Policy Portfolio Managers, The Principal Underwriters Proxy Voting Policies Purchasers Qualifying for Reductions in Initial Sales Charges Purchases, Redemptions and Pricing of Shares Revenue Sharing Rights of Accumulation Risks and Returns Risks of Transactions in Futures Contracts and Options Sales Charges Selling Shares Strategic Asset Allocation Consultant Sub-Advisors, The Systematic Investment and Systematic Withdrawal Plans Taxes The Administrator and Sub-Administrator The Advisor The Distributor The Portfolio Managers The Sub-Advisors The Trust Trading Guidelines Trust Trustees and Officers of the Trust Trust, The Undertakings Valuing Portfolio Securities Voting Rights Your Share Price 5% and 25% Shareholders
1	1st Page
4	The Advisor
"	Financial Highlights
5	Old Mutual Asset Allocation Conservative Portfolio
11	Old Mutual Asset Allocation Balanced Portfolio
17	Old Mutual Asset Allocation Moderate Growth Portfolio
23	Old Mutual Asset Allocation Growth Portfolio
29	Investment Strategies
31	Risks and Returns
43	Strategic Asset Allocation Consultant
"	The Sub-Advisors
51	The Portfolio Managers
"	Ibbotson
56	Your Share Price
"	Fair Value Pricing
57	Policy Regarding Excessive or Short-Term Trading
58	Trading Guidelines
59	Valuing Portfolio Securities
60	Choosing a Share Class
"	Sales Charges
"	Class A Shares
62	Rights of Accumulation
"	Purchasers Qualifying for Reductions in Initial Sales Charges
65	Buying Shares
"	Selling Shares
66	General Policies
67	Exchanges Between Funds
"	Distribution and Taxes
68	Distribution Arrangements
"	Revenue Sharing
70	Distributor
73	Fund Summaries
135	Trust
"	Funds
137	The Trust
138	Description of Permitted Investments
139	General Risks of Investing in Stocks
144	Risks of Transactions in Futures Contracts and Options
162	Investment Limitations
165	Fund Turnover
"	Portfolio Holdings Disclosure Policy
166	Trustees and Officers of the Trust
172	5% and 25% Shareholders
177	Other Accounts
206	The Distributor
208	The Administrator and Sub-Administrator
209	Other Service Providers
210	Custodian
"	Fund Transactions
212	Description of Shares
"	Voting Rights
213	Purchases, Redemptions and Pricing of Shares
214	Initial Sales Charges - Class A Shares
217	Minimum Investment
222	Systematic Investment and Systematic Withdrawal Plans
223	Exchange Privileges
225	Determination of Net Asset Value
226	Taxes
234	Financial Statements
235	Credit Ratings
241	Proxy Voting Policies
252	Policy
272	Poison Pills
330	Item 24. Persons Controlled by or Under Common Control With Registrant
"	Item 25. Indemnification
332	Item 26. Business and Other Connections of Investment Advisor:
333	Item 27. Principal Underwriters
"	Item 28. Location of Accounts and Records
335	Item 29. Management Services
"	Item 30. Undertakings

485APOS 1st Page of 337 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







As filed with the Securities and Exchange Commission on September 29, 2005
                                                             File No. 333-116057
                                                               ICA No. 811-21587

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  [_]                    
Pre-Effective Amendment No.                         [_]               
Post-Effective Amendment No. 6                      [X]               

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY                             
ACT OF 1940                                              [_]                    
Amendment No. 7                                     [X]               

(Check appropriate box or boxes)

OLD MUTUAL ADVISOR FUNDS
(Exact Name of Registrant as Specified in Charter)

 4643 South Ulster Street, Suite 600, Denver, Colorado 80237
 (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:    (303) 770-1733           
                                          --------------------

 David J. Bullock, 4643 South Ulster Street, Suite 600, Denver, Colorado
--------------------------------------------------------------------------------
 (Name and Address of Agent for Service)

Copies to:

Carl Frischling, Esq.         and to         Andra C. Ozols, Esq. 
Kramer Levin Naftalis & Frankel LLP               Old Mutual Capital, Inc.      
    1177 Avenue of the Americas              4643 South Ulster Street, Suite 600
New York, New York 10036                         Denver, CO 80237     
(212) 715-9100                               (888) 744-5050 
--------------------------------------------------------------------------------

Approximate Date of Proposed Public Offering: As soon as practicable after the  
effective date of this filing.                                                  

It is proposed that this filing will become effective (check appropriate box):  

[_]   immediately upon filing pursuant to paragraph (b)                         
[_]   on August 1, 2005 to paragraph (b)                                        
[X]   60 days after filing pursuant to paragraph (a)(1)                         
[_]   on (date) pursuant to paragraph (a)(3)                                    
[_]   75 days after filing pursuant to paragraph (a)(2) [_] on (date) pursuant  
to paragraph (a)(2) of rule 485                                     

If appropriate, check the following box:                                        

[_] this post-effective amendment designates a new effective date for a         
previously filed post-effective amendment.                                      

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                                                        · Enlarge/Download Table

------------------------------------------------------------ ---------------------------------------------------------
                                                                                                                      
Prospectus                                                   [Acadian Asset Management, Inc. logo]                    
         Class A and Class C Shares                                                                                   

         November 28, 2005                                   [Analytic Investors, Inc. logo]                          

                                                             [Barrow, Hanley, Mewhinney & Strauss, Inc. logo]         

Old Mutual Advisor Funds                                     [Clay Finlay Inc. logo]                                  

o     Old Mutual Asset Allocation Conservative               [Dwight Asset Management Company logo]                   
      Portfolio                                                                                                       

                                                             [Heitman Real Estate Securities, LLC logo]               

o     Old Mutual Asset Allocation Balanced Portfolio                                                                  

                                                             [Ibbotson Associates Advisors, LLC logo]                 

o     Old Mutual Asset Allocation Moderate Growth                                                                     

      Portfolio                                              [Liberty Ridge Capital, Inc. logo]                       

o     Old Mutual Asset Allocation Growth Portfolio           [Provident Investment Counsel logo]                      

                                                             [Rogge Global Partners PLC logo]                         

                                                             [Thompson, Siegel & Walmsley, Inc. logo]                 
------------------------------------------------------------ ---------------------------------------------------------

[Old Mutual logo]                                                               

The Securities and Exchange Commission has not approved or disapproved the      
Funds' shares or determined whether this Prospectus is accurate or complete.    
Anyone who tells you otherwise is committing a crime.                           

------------------------------------------------------------------------------- 

485APOS 3rd Page of 337 TOC 1st Previous Next Bottom Just 3rd

An Introduction to the Old Mutual Advisor Funds (R)                             
and this Prospectus                                                             

Old Mutual Advisor Funds (the "Trust") is a mutual fund that offers a convenient
and economical means of investing in professionally managed portfolios of       
securities, called funds ("Funds"). This Prospectus offers Class A and Class C  
shares of each Fund listed on the cover.                                        

Each Fund has its own investment goal and strategies for reaching that goal.    
Before investing, make sure the Fund's goal matches your own.                   

The Funds offered by this Prospectus are generally designed for long-term       
investors, such as those saving for retirement, or investors that want a fund   
that seeks to outperform the market in which it invests over the long-term.     
These Funds may not be suitable for investors who are pursuing a short-term     
investment goal, such as investing emergency reserves. Some of these Funds may  
not be suitable for investors who require regular income or stability of        
principal.                                                                      

INVESTMENT ADVISER

Old Mutual Capital, Inc. (the "Advisor") is the investment adviser for each     
Fund. The Advisor has retained sub-advisers (each a "Sub-Advisor") to assist in 
managing the Funds. For information about the Sub-Advisors, see page 34 of the  
Prospectus. The Advisor also has entered into a sub-advisory arrangement with   
Ibbotson Associates Advisors, LLC ("Ibbotson") to provide it with research on   
asset allocation for each Fund.                                                 

This Prospectus contains important information you should know before investing 
in any Fund and as a shareholder in a Fund. This information is arranged into   
different sections for easy reading and future reference. To obtain more        
information about the Funds, please refer to the back cover of this Prospectus. 

[Side panel]                                                                    

--------------------------------------------------------------------------------

What the Funds Are -- And Aren't                                                

The Funds are mutual Funds -- pooled investments that are professionally managed
and provide the opportunity to participate in financial markets. The Funds      
strive to meet their stated goals, although, as with all mutual funds, they     
cannot offer guaranteed results. As with any mutual fund, there is always a risk
that you may lose money on your investment in a Fund.                           

An investment in a Fund is not a bank deposit. It is not insured by the Federal 
Deposit Insurance Corporation ("FDIC") or any other government agency.          

--------------------------------------------------------------------------------

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Contents
FUND SUMMARIES                                                                  
--------------------------------------------------------------------------------

Old Mutual Asset Allocation Conservative Portfolio.............................1
Old Mutual Asset Allocation Balanced Portfolio.................................7
Old Mutual Asset Allocation Moderate Growth Portfolio.........................13
Old Mutual Asset Allocation Growth Portfolio..................................19

MORE ABOUT THE FUNDS                                                            

Investment Strategies.........................................................25
Risks and Returns.............................................................27

THE ADVISOR                                                                     

& SUB-ADVISORS                                                                  
--------------------------------------------------------------------------------

The Advisor...................................................................39
Strategic Asset Allocation Consultant.........................................39
The Sub-Advisors .............................................................39
The Portfolio Managers........................................................47

YOUR INVESTMENT                                                                 
--------------------------------------------------------------------------------

Your Share Price..............................................................52
Fair Value Pricing............................................................52
Policy Regarding Excessive or Short-Term Trading..............................53
Valuing Portfolio Securities..................................................55
Choosing a Share Class........................................................56
Sales Charges.................................................................56
Buying Shares.................................................................61
Selling Shares................................................................61
General Policies..............................................................62
Distribution and Taxes........................................................63
Distribution Arrangements.....................................................64
Revenue Sharing...............................................................64

FINANCIAL HIGHLIGHTS                                                            
--------------------------------------------------------------------------------

Financial Highlights..........................................................65

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Old Mutual Asset Allocation Conservative Portfolio                              

GOAL                                                                            

The Fund seeks to provide investors with current income and preservation of     
capital.                                                                        

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 30% of 
its total assets in equity securities of large, medium and small sized          
companies, 50% of its total assets in long-or intermediate-term fixed income    
securities and 20% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 20-40% of its total assets in equity securities of large, medium  
and small sized companies, 40-60% of its total assets in long-or                
intermediate-term fixed income securities and 10-30% of its total assets in     
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategies     
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, real estate investment trusts ("REITs"), and    
companies undergoing special situations or events.                              

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          

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o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          
sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work                                                

2 

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with the Advisor to monitor the asset allocation strategy and the performance   
and style consistency of the Sub-Advisors. Based on the data provided by        
Ibbotson and the Advisor's own risk analysis, the Advisor will invest cash flows
and reallocate assets among the Fund's Sub-Advisors.                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in fixed income and money market securities, the  
Fund is subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

As the Fund also invests in equity securities, the Fund is also subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when it would not otherwise do so. These transactions could accelerate the      
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page 21.   

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PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Class A and Class C shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Class A shares and    
after-tax returns for Class C shares will vary.                                 

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                                    
        Period from Inception (September 24, 2004) to September 30, 2005                                                    
-------------------------------------------------------------------------------- --------------------- ---------------------
Class A                                                                                One Year          Since Inception    
-------------------------------------------------------------------------------- --------------------- ---------------------
                                                                                                                            
     Return Before Taxes (1)                                                            ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
     Return After Taxes on Distributions                                                ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                        ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
Class C                                                                                                                     
-------------------------------------------------------------------------------- --------------------- ---------------------
     Return Before Taxes                                                                ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
Lehman Aggregate Bond Index (2)                                                         ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                              ____%                 ____%         
-------------------------------------------------------------------------------- --------------------- ---------------------
Lipper ______________ Index (2)                                                         ____%                 ____%         

-------------------------------------------------------------------------------- --------------------- ---------------------

(1)   The Fund's Class A year-to-date return as of September 30, 2005 was       
______%.                                                            

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

The   Lehman Aggregate Bond Index is __________________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund.                                           

                                                        · Enlarge/Download Table


Fees and Expenses Table                                                                         

                                                                      Class A           Class C 
                                                                                                
Shareholder Fees                                                                                
(fees paid directly from your investment)                                                       
Maximum Sales Charge (Load)                                             5.75%            None   
(as a percentage of offering price)                                                             
Maximum Deferred Sales Charge (Load)                                  None (1)             1.00%
(as a percentage of original purchase price)                                                    

Maximum Account Fee                                                   $12.00             $12.00 
(assessed annually on accounts under $1,000 that have held                                      
Fund shares for more than one year)                                                             

Redemption Fee(2)                                                       2.00%              2.00%
(as a percentage of amount redeemed)                                                            
Annual Fund Operating Expenses                                                                  
(expenses that are deducted from Fund assets)                                                   
Management Fees                                                         0.85%              0.85%
Distribution (12b-1) Fees                                              None                0.75%
Other Expenses                                                                                  

         Service Fees                                       0.25%                0.25%          
         Other Operating Expenses                            .  %                 .  %          
                                                            ---------            ----           
         Total Other Expenses                                            .  %               . % 
                                                                      ---------           ----- 
Total Annual Operating Expenses                                          .  %               . % 
                                                                       --- ----           ----- 

Fee Waivers and/or Expense Reimbursement                              -  .  %            -  .  %
                                                                     ----------          ------ 
Net Expenses(3)                                                          .  %               .  %

----------------                                                                
(1)   If you purchase $1 million or more Class A shares and redeem these shares 
   within 12 months from the date of purchase, you may pay a 1% contingent
deferred sales charge at the time of redemption.                    

(2)   Imposed on redemption within 10 calendar days of purchase.                

(3)   The Advisor has contractually agreed to waive advisory fees or absorb Fund
   expenses as necessary to maintain the Fund's net expenses at the levels
shown above until at least December 31, 2006. To the extent that the
     Advisor waives advisory fees or absorbs operating expenses of a Fund, the
 Advisor may seek payment of such waived fees or reimbursement of such
    absorbed expenses within two fiscal years after the fiscal year in which
    fees were waived or expenses were absorbed, so long as the Fund's assets
      are greater than $75 million, such payment or reimbursement does not cause
    the Fund's net expenses to exceed the levels shown above and the payment
    or reimbursement was approved by the Board of Trustees of the Trust (the
"Board").                                                           

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower.                      

Your Cost Over                                                                  

                1 Year          3 Years            5 Years            10 Years

Class A                                                                         
Class C                                                                         

You Would Pay the Following if you Did Not Redeem Your Shares (1)               

                1 Year            3 Years            5 Years            10 Years

Class C                            (2)                (2)                 (2)   

----------------                                                                
(1)   Because Class A shares do not carry a CDSC, the expense information for   
      Class A shares is not included under this scenario because the information
would be identical to that shown above.                             

(2)   Because the Class C CDSC is imposed only on redemptions within one year of
      purchase, the three-year cost information under this scenario is identical
to that shown above.                                                

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Old Mutual Asset Allocation Balanced Portfolio                                  

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation and current       
income.                                                                         

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 60% of 
its total assets in equity securities of large, medium and small sized          
companies, 25% of its total assets in long- or intermediate-term fixed income   
securities and 15% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 50-70% of its total assets in equity securities of large, medium  
and small sized companies, 15-35% of its total assets in long- or               
intermediate-term fixed income securities and 5-25% of its total assets in      
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategy       
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          
o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          

7 

485APOS 12th Page of 337 TOC 1st Previous Next Bottom Just 12th

o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          
sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work                                                

8 

485APOS 13th Page of 337 TOC 1st Previous Next Bottom Just 13th

with the Advisor to monitor the asset allocation strategy and the performance   
and style consistency of the Sub-Advisors. Based on the data provided by        
Ibbotson and the Advisor's own risk analysis, the Advisor will invest cash flows
and reallocate assets among the Fund's Sub-Advisors.                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests in equity securities, the Fund is also subject to price     
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

As the Fund also invests in fixed income and money market securities, the Fund  
is subject to fluctuations in interest rates and reductions in an issuer's      
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when it would not otherwise do so. These transactions could accelerate the      
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page 21.   

9 

485APOS 14th Page of 337 TOC 1st Previous Next Bottom Just 14th

PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Class A and Class C shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Class A shares and    
after-tax returns for Class C shares will vary.                                 

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                               
        Period from Inception (September 24, 2004) to September 30, 2005                                               
-------------------------------------------------------------------------------- ---------------- ---------------------
                                                                                                                       
Class A                                                                             One Year        Since Inception    
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return Before Taxes (1)                                                          ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions                                              ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                      ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Class C                                                                                                                
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return Before Taxes                                                              ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lehman Aggregate Bond Index (2)                                                       ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                            ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lipper ______________ Index (2)                                                       ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------

(1)   The Fund's Class A year-to-date return as of September 30, 2005 was       
______%.                                                            

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

      The Lehman Aggregate Bond Index is ______________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

10

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund.                                           

                                                        · Enlarge/Download Table


Fees and Expenses Table                                                                         

                                                                    Class A              Class C
                                                                                                
Shareholder Fees                                                                                
(fees paid directly from your investment)                                                       
Maximum Sales Charge (Load)                                           5.75%               None  
(as a percentage of offering price)                                                             
Maximum Deferred Sales Charge (Load)                                  None (1)            1.00% 
(as a percentage of original purchase price)                                                    

Maximum Account Fee                                                 $12.00              $12.00  
(assessed annually on accounts under $1,000 that have held                                      
Fund shares for more than one year)                                                             

Redemption Fee(2)                                                     2.00%               2.00% 
(as a percentage of amount redeemed)                                                            
Annual Fund Operating Expenses                                                                  
(expenses that are deducted from Fund assets)                                                   
Management Fees                                                       0.90%              0.90%  
Distribution (12b-1) Fees                                            None                0.75%  
Other Expenses                                                                                  

         Service Fees                                       0.25%               0.25%           
         Other Operating Expenses                            .  %                .  %           
                                                            ------               ----           
         Total Other Expenses                                          . %                .  %  
                                                                      -----               ----  
Total Annual Operating Expenses                                        . %                 . %  
                                                                      -----               ----  
Fee Waivers and/or Expense Reimbursement                            -  . %             -   . %  
                                                                      -----               ----  
Net Expenses((3))                                                      . %                 . %  
                                                                     ------               ----  
----------------                                                                                

(1)   If you purchase $1 million or more Class A shares and redeem these shares 
   within 12 months from the date of purchase, you may pay a 1% contingent
deferred sales charge at the time of redemption.                    

(2)   Imposed on redemption within 10 calendar days of purchase.                

(3)   The Advisor has contractually agreed to waive advisory fees or absorb Fund
   expenses as necessary to maintain the Fund's net expenses at the levels
  shown until at least December 31, 2006. To the extent that the Advisor
     waives advisory fees or absorbs operating expenses of a Fund, the Advisor
  may seek payment of such waived fees or reimbursement of such absorbed
     expenses within two fiscal years after the fiscal year in which fees were
      waived or expenses were absorbed, so long as the Fund's assets are greater
     than $75 million, such payment or reimbursement does not cause the Fund's
net expenses to exceed the levels shown above and the payment or    
reimbursement was approved by the Board.                            

11

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower.                      

Your Cost Over                                                                  

                1 Year          3 Years            5 Years            10 Years

Class A                                                                         
Class C                                                                         

You Would Pay the Following if you Did Not Redeem Your Shares (1)               

                1 Year          3 Years            5 Years            10 Years

Class C                              (2)                (2)                 (2) 
----------------                                                                
(1)   Because Class A shares do not carry a CDSC, the expense information for   
      Class A shares is not included under this scenario because the information
would be identical to that shown above.                             

(2)   Because the Class C CDSC is imposed only on redemptions within one year of
      purchase, the three-year cost information under this scenario is identical
to that shown above.                                                

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Old Mutual Asset Allocation Moderate Growth Portfolio                           

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation.                  

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 80% of 
its total assets in equity securities of large, medium and small sized          
companies, 10% of its total assets in long- or intermediate-term fixed income   
securities and 10% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 70-90% of its total assets in equity securities of large, medium  
and small sized companies, 0-20% of its total assets in long- or                
intermediate-term fixed income securities and 0-20% of its total assets in      
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategy       
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          
o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          

13

485APOS 18th Page of 337 TOC 1st Previous Next Bottom Just 18th

o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          
sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work                                                

14

485APOS 19th Page of 337 TOC 1st Previous Next Bottom Just 19th

with the Advisor to monitor the asset allocation strategy and the performance   
and style consistency of the Sub-Advisors. Based on the data provided by        
Ibbotson and the Advisor's own risk analysis, the Advisor will invest cash flows
and reallocate assets among the Fund's Sub-Advisors.                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in equity securities, the Fund is subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

As the Fund also invests in fixed income and money market securities, the Fund  
also is subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when it would not otherwise do so. These transactions could accelerate the      
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page 21.   

15

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PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Class A and Class C shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Class A shares and    
after-tax returns for Class C shares will vary.                                 

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                                    
        Period from Inception (September 24, 2004) to September 30, 2005                                                    

----------------------------------------------------------------------------- --------------------- ------------------------
Class A                                                                             One Year            Since Inception     
----------------------------------------------------------------------------- --------------------- ------------------------
                                                                                                                            
     Return Before Taxes (1)                                                         ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
     Return After Taxes on Distributions                                             ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
     Return After Taxes on Distributions and Sale of Fund Shares                     ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
Class C                                                                                                                     
----------------------------------------------------------------------------- --------------------- ------------------------
     Return Before Taxes                                                             ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
Lehman Aggregate Bond Index (2)                                                      ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                           ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------
Lipper ______________ Index (2)                                                      ____%                   ____%          
----------------------------------------------------------------------------- --------------------- ------------------------

(1)   The Fund's Class A year-to-date return as of September 30, 2005 was       
______%.                                                            

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

      The Lehman Aggregate Bond Index is ______________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

16

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund.                                           

                                                        · Enlarge/Download Table


Fees and Expenses Table                                                                         

                                                                    Class A              Class C
                                                                                                
Shareholder Fees                                                                                
(fees paid directly from your investment)                                                       
Maximum Sales Charge (Load)                                           5.75%               None  
(as a percentage of offering price)                                                             
Maximum Deferred Sales Charge (Load)                                    None (1)           1.00%
(as a percentage of original purchase price)                                                    

Maximum Account Fee                                                 $12.00               $12.00 
(assessed annually on accounts under $1,000 that have held                                      
Fund shares for more than one year)                                                             

Redemption Fee(2)                                                     2.00%                2.00%
(as a percentage of amount redeemed)                                                            
Annual Fund Operating Expenses                                                                  
(expenses that are deducted from Fund assets)                                                   
Management Fees                                                       0.90%                0.90%
Distribution (12b-1) Fees                                             None                 0.75%
Other Expenses                                                                                  

         Service Fees                                        0.25%                0.25%         
         Other Operating Expenses                             .  %                 .  %         
                                                            --------              ---           
         Total Other Expenses                                         .   %                .  % 
                                                                      -----                ---- 
Total Annual Operating Expenses                                       .   %                .  % 
                                                                      -----                ---- 

Fee Waivers and/or Expense Reimbursement                             - .  %              - .  % 
                                                                      -----                ---- 
Net Expenses(3)                                                        .  %                .  % 
                                                                      -----                ---- 
----------------                                                                                

(1)   If you purchase $1 million or more Class A shares and redeem these shares 
   within 12 months from the date of purchase, you may pay a 1% contingent
deferred sales charge at the time of redemption.                    

(2)   Imposed on redemption within 10 calendar days of purchase.                

(3)   The Advisor has contractually agreed to waive advisory fees or absorb Fund
   expenses as necessary to maintain the Fund's net expenses at the levels
shown above until at least December 31, 2006. To the extent that the
     Advisor waives advisory fees or absorbs operating expenses of a Fund, the
 Advisor may seek payment of such waived fees or reimbursement of such
    absorbed expenses within two fiscal years after the fiscal year in which
    fees were waived or expenses were absorbed, so long as the Fund's assets
      are greater than $75 million, such payment or reimbursement does not cause
    the Fund's net expenses to exceed the levels shown above and the payment
or reimbursement was approved by the Board.                         

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower.                      

Your Cost Over                                                                  

                1 Year          3 Years            5 Years            10 Years
Class A                                                                         
Class C                                                                         

You Would Pay the Following if you Did Not Redeem Your Shares (1)               

                1 Year          3 Years            5 Years            10 Years
Class C                               (2)                (2)                 (2)

----------------                                                                
(1)   Because Class A shares do not carry a CDSC, the expense information for   
      Class A shares is not included under this scenario because the information
would be identical to that shown above.                             

(2)   Because the Class C CDSC is imposed only on redemptions within one year of
      purchase, the three-year cost information under this scenario is identical
to that shown above.                                                

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Old Mutual Asset Allocation Growth Portfolio                                    

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation.                  

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 95% of 
its total assets in equity securities of large, medium and small sized          
companies, and 5% of its total assets in long-, intermediate- or short-term     
fixed income securities and money market instruments. However, the Fund has the 
flexibility to invest approximately 85-100% of its total assets in equity       
securities of large, medium and small sized companies and up to 15% of its total
assets in long-, intermediate- or short-term fixed income securities and money  
market instruments. The Advisor will evaluate these allocation ranges at least  
annually.                                                                       

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategy       
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          
o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      

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o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors,(ii) withdrawing       
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          
sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work with the Advisor to monitor the asset          
allocation strategy and the performance and style consistency of the            

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Sub-Advisors. Based on the data provided by Ibbotson and the Advisor's own risk 
analysis, the Advisor will invest cash flows and reallocate assets among the    
Fund's Sub-Advisors.                                                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in equity securities, the Fund is subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

As the Fund also invests in fixed income and money market securities, the Fund  
is also subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a sub-adviser is required to sell securities or to invest cash at times    
when it would not otherwise do so. These transactions could accelerate the      
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page 21.   

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PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Class A and Class C shares, including applicable      
maximum sales charges, as of September 30, 2005 with a broad measure of market  
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Class A shares and    
after-tax returns for Class C shares will vary.                                 

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                             
        Period from Inception (September 24, 2004) to September 30, 2005                                             

-------------------------------------------------------------------------------- -------------- ---------------------
Class A                                                                            One Year       Since Inception    
-------------------------------------------------------------------------------- -------------- ---------------------
                                                                                                                     
     Return Before Taxes (1)                                                         ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------
     Return After Taxes on Distributions                                             ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                     ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------
Class C                                                                                                              
-------------------------------------------------------------------------------- -------------- ---------------------
     Return Before Taxes                                                             ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                           ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------
Lipper ______________ Index (2)                                                      ____%             ____%         
-------------------------------------------------------------------------------- -------------- ---------------------

(1)   The Fund's Class A year-to-date return as of September 30, 2005 was       
______%.                                                            

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund.                                           

Fees and Expenses Table                                                         

                                                        · Enlarge/Download Table


                                                                      Class A             Class C
                                                                                                 
Shareholder Fees                                                                                 
(fees paid directly from your investment)                                                        
Maximum Sales Charge (Load)                                             5.75%              None  
(as a percentage of offering price)                                                              
Maximum Deferred Sales Charge (Load)                                    None (1)           1.00% 
(as a percentage of original purchase price)                                                     

Maximum Account Fee                                                   $12.00             $12.00  
(assessed annually on accounts under $1,000 that have held                                       
Fund shares for more than one year)                                                              

Redemption Fee(2)                                                       2.00%              2.00% 
(as a percentage of amount redeemed)                                                             
Annual Fund Operating Expenses                                                                   
(expenses that are deducted from Fund assets)                                                    
Management Fees                                                         0.95%              0.95% 
Distribution (12b-1) Fees                                               None               0.75% 
Other Expenses                                                                                   

         Service Fees                                       0.25%                 0.25%          
         Other Operating Expenses                           .   %                  .  %          
                                                            --------              ----           
         Total Other Expenses                                            .  %             .    % 
                                                                        ------             ----- 
Total Annual Operating Expenses                                          .  %             .    % 
                                                                        ------             ----- 

Fee Waivers and/or Expense Reimbursement                              -  .  %             - .  % 
                                                                        ------             ----- 
Net Expenses(3)                                                          .  %               .  % 
                                                                        ------             ----- 
----------------                                                                                 

(1)   If you purchase $1 million or more Class A shares and redeem these shares 
   within 12 months from the date of purchase, you may pay a 1% contingent
deferred sales charge at the time of redemption.                    

(2)   Imposed on redemption within 10 calendar days of purchase.                

(3)   The Advisor has contractually agreed to waive advisory fees or absorb Fund
   expenses as necessary to maintain the Fund's net expenses at the levels
shown above until at least December 31, 2006. To the extent that the
     Advisor waives advisory fees or absorbs operating expenses of a Fund, the
 Advisor may seek payment of such waived fees or reimbursement of such
    absorbed expenses within two fiscal years after the fiscal year in which
    fees were waived or expenses were absorbed, so long as the Fund's assets
      are greater than $75 million, such payment or reimbursement does not cause
    the Fund's net expenses to exceed the levels shown above and the payment
or reimbursement was approved by the Board.                         

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower.                      

Your Cost Over                                                                  

                1 Year          3 Years            5 Years            10 Years
Class A                                                                         
Class C                                                                         

You Would Pay the Following if you Did Not Redeem Your Shares (1)               

                1 Year          3 Years            5 Years            10 Years
Class C                              (2)                (2)                 (2) 

----------------                                                                
(1)   Because Class A shares do not carry a CDSC, the expense information for   
      Class A shares is not included under this scenario because the information
would be identical to that shown above.                             

(2)   Because the Class C CDSC is imposed only on redemptions within one year of
      purchase, the three-year cost information under this scenario is identical
to that shown above.                                                

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                                                            More About the Funds

The following discussion and table describes the main investment strategies     
discussed in the Fund Summaries section of this Prospectus in greater detail.   
From time to time, the Funds employ other investment practices, which are also  
described in the Risks and Returns section on the following pages and in the    
Statement of Additional Information (the "SAI"). The back cover of this         
Prospectus explains how you can get a copy of the SAI.                          

INVESTMENT STRATEGIES                                                           

Each Fund will allocate its assets among equity (large, mid- or small cap),     
fixed income (long, intermediate or short term), or money market securities in  
accordance with that Fund's allocation policies. The Sub-Advisors each have a   
specialized investment strategy or strategies focused on one or more specific   
class of securities. Based upon these specialized strategies and the Advisor's  
assessment of market conditions, the Advisor will allocate and, from time to    
time, re-allocate portions of the assets of each Fund to individual Sub-Advisors
for management. The Advisor has engaged Ibbotson to provide recommendations as  
to asset allocations among the Sub-Advisors and asset classes within each Fund. 
Ibbotson will not itself manage any assets of the Funds, but will be a strategic
asset allocation consultant to the Advisor.                                     

The Advisor will effect its allocations by (i) directing proceeds from new      
investments in Fund shares to particular investment strategies of certain       
Sub-Advisors, (ii) withdrawing assets, upon redemptions of Fund shares, from    
particular investment strategies of certain Sub-Advisors, or (iii) reallocating 
assets from one Sub-Advisor or investment strategy to another. The allocation   
process may result in certain Sub-Advisors managing significant portions of the 
Funds' assets, or none at all, depending upon the Advisor's determination of the
appropriate allocation structure for the Fund. Each Sub-Advisor operates and    
invests independent of the other Sub-Advisors and, therefore, there may be      
overlap in the securities held by more than one Sub-Advisor on behalf of a Fund.
There may also be circumstances where one Sub-Advisor is acquiring securities   
while another Sub-Advisor is disposing of the same securities. It is expected   
that each Sub-Advisor will manage its portion of each relevant Fund's assets    
similarly, that is, each Sub-Advisor will seek to allocate securities           
transactions among the relevant Funds in a fair and equitable manner consistent 
with each Fund's strategy allocation, in accordance with Ibbotson's             
recommendations and subject to liquidity considerations.                        

The Funds' active management may result in a Fund's Sub-Advisors frequently     
buying and selling securities, which could increase the Fund's portfolio        
turnover rate and transaction costs, such as brokerage commissions. Because each
Sub-Advisor makes investment decisions independently of each other Sub-Advisor, 
the sale of a security by one Sub-Advisor at the same time that another         
Sub-Advisor purchases the security also would increase a Fund's portfolio       
turnover rate. Increased transaction costs could detract from a Fund's          
performance. In addition, the sale of a Fund's securities may generate capital  
gains which, when distributed, may be taxable to you.                           

The "Investment Advisor & Sub-Advisors" section of this prospectus describes the
specific investment strategies that each Sub-Advisor may employ for the Funds.  
Some Sub-Advisors may, at the discretion of the Advisor, utilize more than one  
of their available investment strategies in managing assets of a Fund.          

A description of the Trust's policies and procedures with respect to the        
disclosure of each Fund's portfolio securities is available in the SAI. The back
cover of this Prospectus explains how you can get a copy of the SAI. The Funds' 
portfolio holdings as of a period end are publicly disclosed four times per year
with the Securities and Exchange Commission ("SEC") on Form N-CSR or Form N-Q.  
These reports are available, free of charge, on the SEC's website at            
www.sec.gov.                                                                    

Temporary Defensive Investments. In times of unstable or adverse market or      
economic conditions, up to 100% of the Funds' assets may be invested in         
temporary defensive instruments in an effort to enhance                         

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liquidity or preserve capital. Temporary defensive investments generally include
cash, cash equivalents such as commercial paper, money market instruments,      
short-term debt securities, U.S. government securities, or repurchase           
agreements. The Funds could also hold these types of securities pending the     
investment of proceeds from the sale of Fund shares or portfolio securities or  
to meet anticipated redemptions of Fund shares. A Fund may invest in temporary  
defensive investments for undetermined periods of time, depending on market or  
economic conditions. To the extent a Fund invests defensively in these          
securities, it might not achieve its investment objective.                      

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RISKS AND RETURNS                                                               

--------------------------------------------------------------------------------
EQUITY SECURITIES                                                               

Shares representing ownership or the right to ownership in a corporation. Each  
Fund may invest in the following types of equity securities: common and         
preferred stocks, convertible securities, warrants and rights.                  

Potential Risks                                                                 
--------------------------------------------------------------------------------

Equity security prices fluctuate over time. Security prices may fall as a result
of factors that relate to the company, such as management decisions or lower    
demand for the company's products or services.                                  

Equity security prices may fall because of factors affecting companies in a     
number of industries, such as increased production costs.                       

Equity security prices may fall because of changes in other financial markets,  
such as interest rate or currency exchange rate changes.                        

Equity securities may underperform more stable investments (such as bonds and   
cash) in the short term.                                                        

Potential Returns                                                               
--------------------------------------------------------------------------------

Equity securities have generally outperformed more stable investments (such as  
bonds and cash equivalents) over the long term.                                 

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

Sub-Advisors who invest in equity securities generally maintain a long-term     
investment approach and focus on securities they believe can appreciate over an 
extended time frame, regardless of interim fluctuations.                        

      --------------------------------------------------------------------------
GROWTH SECURITIES                                                   

      Equity securities that a Sub-Advisor believes have or are expected to have
   strong sales and earnings growth and capital appreciation potential and
will grow faster than the economy as a whole.                       

Potential Risks                                                     
      --------------------------------------------------------------------------

See Equity Securities.                                              

   Growth securities may be more sensitive to changes in business momentum
     and earnings than other securities because they typically trade at higher
earnings multiples.                                                 

The growth securities in a Fund may never reach what a Sub-Advisor  
believes are their full value and may even go down in price.        

Potential Returns                                                   
      --------------------------------------------------------------------------

See Equity Securities.                                              

Growth securities may appreciate faster than non-growth securities. 

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Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

In managing a Fund, Sub-Advisors use their own software and research
      models, which incorporate important attributes of successful growth. A key
attribute of successful growth is positive business momentum as     
      demonstrated by earnings or revenue and sales growth, among other factors.
    The investment process of each Sub-Advisor investing in this asset class
      is extremely focused on companies that exhibit positive business momentum.

      Sub-Advisors consider selling a security when its anticipated appreciation
      is no longer probable, alternative investments offer superior appreciation
    prospects or the risk of a decline in its market price is too great or a
  deterioration in business fundamentals occurs or is expected to occur.

      --------------------------------------------------------------------------
VALUE SECURITIES                                                    

   Equity securities that a Sub-Advisor believes are currently underpriced
 using certain financial measurements, such as their price-to-earnings
ratio and earnings power.                                           

Potential Risks                                                     
      --------------------------------------------------------------------------

See Equity Securities.                                              

     Value companies may have experienced adverse business developments or may
      be subject to special risks that have caused their securities to be out of
    favor. The value securities in a Fund may never reach what a Sub-Advisor
believes are their full value and may even go down in price.        

Potential Returns                                                   
      --------------------------------------------------------------------------

See Equity Securities.                                              

Value securities may produce significant capital appreciation as the
market recognizes their full value.                                 

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

In managing the Funds, Sub-Advisors may each use their own research,
computer models and measures of value.                              

      --------------------------------------------------------------------------
FOREIGN EQUITY SECURITIES                                           

     The Funds may invest in securities of foreign issuers, including American
   Depository Receipts ("ADRs"), European Depositary Receipts ("EDRs") and
Global Depositary Receipts ("GDRs"), exchange traded funds and other
   similar global instruments. ADRs are certificates issued by a U.S. bank
      that represent a bank's holdings of a stated number of shares of a foreign
      corporation. An ADR is bought and sold in the same manner as a U.S. equity
   security and is priced in U.S. dollars. EDRs and GDRs are also receipts
   that represent a stated number of shares of a foreign corporation, only
  they are issued by a non-U.S. bank or a foreign branch of a U.S. bank.
     EDRs and GDRs are generally designed for use on foreign exchanges and are
typically not priced in U.S. dollars.                               

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Potential Risks                                                     
      --------------------------------------------------------------------------

     Foreign security prices may fall due to political instability, changes in
currency exchange rates, foreign economic conditions or inadequate  
regulatory and accounting standards.                                

    Although ADRs, EDRs and GDRs are alternatives to directly purchasing the
   underlying foreign securities in their national markets and currencies,
they are also subject to many of the risks associated with investing
directly in foreign securities.                                     

 Foreign investments, especially investments in emerging or developing
    markets, can be riskier and more volatile than investments in the United
 States. Adverse political and economic developments or changes in the
value of foreign currency can make it harder for a Fund to sell its 
    securities and could reduce the value of your shares. Differences in tax
    and accounting standards and difficulties in obtaining information about
     foreign companies can negatively affect investment decisions. Unlike more
    established markets, emerging markets may have governments that are less
stable, markets that are less liquid and economies that are less    
developed.                                                          

Potential Returns                                                   
      --------------------------------------------------------------------------

    Favorable exchange rate movements could generate gains or reduce losses.
Foreign investments, which represent a major portion of the world's 
    securities, offer attractive potential performance and opportunities for
diversification.                                                    

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

 A Sub-Advisor may use a disciplined investment process that seeks to,
among other things, identify quality investments that will enhance a
  Fund's performance. Generally, if a stock in a Fund's portfolio can be
replaced by one with higher return expectations, allowing for the   
transactions costs of both the sell and the buy, it will be sold.   

      --------------------------------------------------------------------------
TECHNOLOGY OR COMMUNICATIONS COMPANY SECURITIES                     

Securities of companies that rely extensively on technology or      
     communications in their product development or operations or are expected
to benefit from technological advances and improvements.            

Potential Risks                                                     
      --------------------------------------------------------------------------

    Technology or communications company securities are strongly affected by
      worldwide scientific and technological developments and governmental laws,
      regulations and policies, and, therefore, are generally more volatile than
companies not dependent upon or associated with technology or       
communications issues.                                              

Potential Returns                                                   
      --------------------------------------------------------------------------

Technology or communications company securities offer investors     
significant growth potential because they may be responsible for    
breakthrough products or technologies or may be positioned to take  
advantage of cutting-edge, technology-related developments.         

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

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 None of the Funds will concentrate their investments in the groups of
      industries within the technology and communications sectors of the market.

      --------------------------------------------------------------------------
SMALL- AND MEDIUM-SIZED COMPANY SECURITIES                          

Potential Risks                                                     
      --------------------------------------------------------------------------

     Small- and medium-sized company securities involve greater risk and price
   volatility than larger, more established companies because they tend to
     have more limited product lines, markets and financial resources, such as
access to capital, and may be dependent on a smaller and more       
inexperienced management group. In addition, small- and medium-sized
company securities may trade much less frequently than securities of
      larger companies, making the prices of these securities subject to greater
volatility.                                                         

Potential Returns                                                   
      --------------------------------------------------------------------------

 Small- and medium-sized company securities may appreciate faster than
      those of larger, more established companies for many reasons. For example,
      small- and medium-sized companies tend to have younger product lines whose
distribution and revenues are still maturing.                       

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

      --------------------------------------------------------------------------
REITs                                                               

      A real estate investment trust ("REIT") is a separately managed trust that
   makes investments in various real estate businesses. An equity REIT may
own real estate and pass the income it receives from rents from the 
   properties, or the capital gain it receives from selling a building, to
      its shareholders. A mortgage REIT specializes in lending money to building
    developers and passes the interest income it receives from the mortgages
     to shareholders. A hybrid REIT combines the characteristics of equity and
mortgage REITs.                                                     

Potential Risks                                                     
      --------------------------------------------------------------------------

The real estate industry is particularly sensitive to:              

o     Economic factors, such as interest rate changes or recessions;

  o     Over-building in one particular area, changes in zoning laws, or
changes in neighborhood values;                         

o     Increases in property taxes;                                  

o     Casualty and condemnation losses; and                         

o     Regulatory limitations on rents.                              

      REITs may expose a Fund to similar risks associated with direct investment
in real estate. REITs are more dependent upon specialized management
skills, have limited diversification and are, therefore, generally  
     dependent on their ability to generate cash flow to make distributions to
shareholders.                                                       

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Potential Returns                                                   
      --------------------------------------------------------------------------

  Investments in REITs permit a Fund to participate in potential capital
 appreciation and income opportunities in various segments of the real
estate sector.                                                      

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

   Each Sub-Advisor investing in REITs considers companies that it expects
    will generate good cash flow from the underlying properties, have proven
management track records, and histories of increasing dividends.    

--------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS                                                        

High quality, short-term U.S. and foreign debt instruments denominated in U.S.  
dollars, including bank obligations (such as CDs, time deposits, bankers'       
acceptances, and banknotes), commercial paper, corporate obligations (including 
asset-backed securities), government obligations (such as U.S. Treasury, agency 
or foreign government securities), short-term obligations issued by state and   
local governments, and repurchase agreements.                                   

Potential Risks                                                                 
--------------------------------------------------------------------------------

Money market instrument prices fluctuate over time.                             

Money market instrument prices may fall as a result of factors that relate to   
the issuer, such as a credit rating downgrade.                                  

Money market instrument prices may fall because of changes in the financial     
markets, such as interest rate changes.                                         

Potential Returns                                                               
--------------------------------------------------------------------------------

Money market instruments have greater short-term liquidity, capital preservation
and income potential than longer-term investments such as stocks or long-term   
debt. This will help contribute to the stability of a Fund's NAV per share.     

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

The Old Mutual Asset Allocation Conservative, Old Mutual Asset Allocation       
Balanced, Old Mutual Asset Allocation Moderate Growth and Old Mutual Asset      
Allocation Growth Portfolios generally limit their investments in money market  
instruments to no more than 30%, 25%, 20% and 15% of their total assets,        
respectively. However, the Old Mutual Asset Allocation Growth Portfolio         
generally invests in money market instruments only for temporary defensive or   
cash management purposes.                                                       

--------------------------------------------------------------------------------
OVER-THE COUNTER ("OTC") SECURITIES                                             

Securities that are not listed and traded on an organized exchange, but are     
bought and sold through a computer network or over the telephone.               

Potential Risks                                                                 
--------------------------------------------------------------------------------

OTC securities may not trade as often as securities listed on an exchange. So,  
if a Fund were to sell an OTC security, it might have to offer the security at a
discount or sell it in smaller share lots over an extended period of time.      

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Potential Returns                                                               
--------------------------------------------------------------------------------

Increases the number of potential investments for the Funds.                    

OTC securities may appreciate faster than exchange-traded securities because    
they are typically securities of younger, growing companies.                    

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

See Equity Securities.                                                          

The Sub-Advisors use a highly disciplined investment process that seeks to,     
among other things, identify quality OTC investments that will enhance a Fund's 
performance.                                                                    

--------------------------------------------------------------------------------
ILLIQUID SECURITIES                                                             

Securities that do not have a ready market and cannot be easily sold within     
seven days at approximately the price that a Fund has valued them.              

Potential Risks                                                                 
--------------------------------------------------------------------------------

The Funds may have difficulty valuing these securities precisely.               

The Funds may be unable to sell these securities at the time or price they      
desire.                                                                         

Potential Returns                                                               
--------------------------------------------------------------------------------

Illiquid securities may offer more attractive yields or potential growth than   
comparable widely- traded securities.                                           

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

No Fund may invest more than 15% of its net assets in illiquid securities.      

--------------------------------------------------------------------------------
DERIVATIVES                                                                     

Investments such as forward foreign currency contracts, futures, OTC options,   
options on futures, options and swaps, whose value is based on an underlying    
asset or economic factor.                                                       

Potential Risks                                                                 
--------------------------------------------------------------------------------

The value of derivatives are volatile.                                          

Because of the low margin deposits required, derivatives often involve an       
extremely high degree of leverage. As a result, a relatively small price        
movement in a derivative may result in immediate and substantial loss, or gain, 
to the investor. Successful use of a derivative depends on the degree to which  
prices of the underlying assets correlate with price movements in the           
derivatives a Fund buys or sells. A Fund could be negatively affected if the    
change in market value of its securities fails to correlate perfectly with the  
values of the derivatives it purchased or sold. Thus, a use of derivatives may  
result in losses in excess of the amount invested.                              

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Potential Returns                                                               
--------------------------------------------------------------------------------

Derivatives may be used for a variety of purposes, including:                   

o     To reduce transaction costs;                                  

o     To manage cash flows;                                         

o     To maintain full market exposure, which means to adjust the   
           characteristics of a Fund's investments to more closely approximate
those of its benchmark;                                 

o     To seek to enhance returns; and                               

o     To protect a Fund's investments against declines in value (a  
practice called "hedging").                             

Policies To Balance Risk and Return                                             
--------------------------------------------------------------------------------

A Fund may use derivatives selectively for hedging, to reduce transaction costs,
to enhance returns or to manage cash flows.                                     

To the extent a Fund enters into derivatives, it will, when necessary, segregate
cash or other liquid assets equal to the settlement amount with its custodian to
cover the contract. When a Fund sells certain derivative contracts, it will hold
at all times the instruments underlying the contracts.                          

--------------------------------------------------------------------------------
SPECIAL SITUATIONS                                                              

The Funds may invest in special situations. A special situation arises when a   
Sub-Advisor believes that the securities of a particular company will appreciate
in value within a reasonable period because of unique circumstances applicable  
to that company. Special situations are events that could change or temporarily 
hamper the ongoing operations of a company, including, but not limited to:      

o     Liquidations, reorganizations, recapitalizations, mergers or  
temporary financial liquidity restraints;               

o     Material litigation, technological breakthroughs or temporary 
production or product introduction problems; or         

    o     Natural disaster, sabotage or employee error and new management or
management policies.                                    

Special situations affect companies of all sizes and generally occur regardless 
of general business conditions or movements of the market as a whole.           

Potential Risks                                                                 
--------------------------------------------------------------------------------

Special situations often involve much greater risk than is inherent in ordinary 
investment securities. In addition, the market price of companies subject to    
special situations may never reflect any perceived intrinsic values.            

Potential Returns                                                               
--------------------------------------------------------------------------------

Securities of companies in special situations may experience significant capital
appreciation as the market recognizes their full value.                         

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Policies To Balance Risk and Return                                             
--------------------------------------------------------------------------------

A Sub-Advisor may need to more extensively analyze special situations in view of
the complexity of such investments.                                             

--------------------------------------------------------------------------------
FIXED INCOME SECURITIES                                                         

Fixed income securities includes U.S. government securities, U.S. government    
agency securities, corporate bonds, mortgage-backed and asset-backed securities,
lower-rated bonds, foreign bonds, money market instruments and certain other    
types of debt or hybrid instruments.                                            

Potential Risks                                                                 
--------------------------------------------------------------------------------

Fixed income security prices fluctuate over time. The price of a fixed-income   
security may fall as a result of adverse events involving the issuer of the     
security, changes in interest rates or other adverse economic or political      
events. Also, fixed income securities may not deliver their expected yield as a 
result of the factors listed above.                                             

Potential Returns                                                               
--------------------------------------------------------------------------------

Fixed income securities may offer higher current income than other types of     
investments and offer diversification from equity securities.                   

Policies To Balance Risk and Return                                             
--------------------------------------------------------------------------------

With respect to fixed income securities, each Sub-Advisor investing in fixed    
income securities maintains its own policies for balancing risks of individual  
fixed income securities against their potential yields and gains in light of a  
Fund's investment goals.                                                        

      --------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES                                          

      U.S. Treasury bills, notes and bonds of varying maturities that are backed
by the full faith and credit of the U.S. government.                

Potential Risks                                                     
      --------------------------------------------------------------------------

U.S. government securities generally offer lower yields than other  
fixed-income securities.                                            

Potential Returns                                                   
      --------------------------------------------------------------------------

      A Fund lowers the risk profile of its investment portfolio by holding U.S.
    government securities as the timely payment of principal and interest on
such securities is guaranteed by the U.S. government.               

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

      The Old Mutual Asset Allocation Growth Portfolio will generally not invest
 in U.S. government securities except for temporary defensive and cash
     management purposes. The other Funds will each allocate only a portion of
   their assets to Sub-Advisors that invest in U.S. government securities.

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      --------------------------------------------------------------------------
U.S. GOVERNMENT AGENCY SECURITIES                                   

     Debt securities issued or guaranteed as to principal and interest by U.S.
government agencies, U.S. government sponsored enterprises and U.S. 
    government instrumentalities that are not direct obligations of the U.S.
government.                                                         

Potential Risks                                                     
      --------------------------------------------------------------------------

    U.S. government agency securities are not direct obligations of the U.S.
      government and certain U.S. government agency securities are not backed by
    the full faith and credit of the U.S. government. U.S. government agency
securities therefore represent a higher risk of default than U.S.   
government securities.                                              

Potential Returns                                                   
      --------------------------------------------------------------------------

U.S. government agency securities may offer higher yields and the   
potential for higher returns than U.S. government securities.       

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

 In assessing an investment in a U.S. government agency security, each
     Sub-Advisor investing in U.S. = government agency securities balances the
   risks associated with the security against the potential returns to the
Fund.                                                               

      --------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES                                          

Mortgage-backed securities are securities that represent pools of   
    mortgages (including collateralized mortgage obligations or CMOs), where
   investors receive principal and interest payments from the repayment of
     underlying mortgage loans. Some mortgage-backed securities are issued and
guaranteed against default by the U.S. government or its agencies or
    instrumentalities, such as the Government National Mortgage Association,
Federal National Mortgage Association and Federal Home Loan Mortgage
Corporation.                                                        

Potential Risks                                                     
      --------------------------------------------------------------------------

Mortgage-backed securities may be adversely affected by changes in  
interest rates and the creditworthiness of the issuer and underlying
mortgage holders. Also, the mortgages underlying mortgage-backed    
 securities may be subject to unscheduled or early payments, which may
   shorten the maturities of these securities and may lower their returns.

Potential Returns                                                   
      --------------------------------------------------------------------------

    Mortgage-backed securities may offer higher yields and the potential for
higher returns than certain other fixed-income securities.          

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

In assessing an investment in a mortgage-backed security, each
        Sub-Advisor investing in mortgage-backed securities balances the risks
        associated with the security against the potential returns to the Fund
       and may look for mortgage-backed securities that have characteristics
that make them less likely to be prepaid.                     

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      --------------------------------------------------------------------------
STRIPPED MORTGAGE-BACKED SECURITIES                                 

Stripped mortgage-backed securities are derivative multiple-class   
   mortgage-backed securities. Stripped mortgage-backed securities usually
have two classes that receive different proportions of interest and 
 principal distributions on a pool of mortgage assets. One class might
    receive all of the interest distributions - an interest-only strip (IOs)
 and the other all the principal distributions - principal only strips
(POs).                                                              

Potential Risks                                                     
      --------------------------------------------------------------------------

The cash flows and yields on stripped mortgage-backed securities are
    extremely sensitive to interest rates and the rate of principal payments
(including prepayments) on the underlying mortgage loans or         
mortgage-backed securities. A rapid rate of principal payments may  
  adversely affect the yield to maturity of IOs. Slower than anticipated
  prepayments of principal may adversely affect the yield to maturity of
POs.                                                                

The yields and market risk of IO and PO stripped mortgage-backed    
securities may be more volatile than those of other fixed income    
securities.                                                         

     The market for stripped mortgage-backed securities may be limited, making
     it difficult for a Fund to value or to sell its holdings at an acceptable
price.                                                              

Potential Returns                                                   
      --------------------------------------------------------------------------

   Stripped mortgage-backed securities may offer higher yields than other,
     more stable, fixed income securities, such as traditional mortgage-backed
securities.                                                         

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

     Certain stripped mortgage-backed securities may be deemed to be illiquid.
    Each Fund may invest up to 15% of its net assets in illiquid securities,
including stripped mortgage-backed securities that are deemed to be 
illiquid.                                                           

      --------------------------------------------------------------------------
ASSET-BACKED SECURITIES                                             

Asset-backed securities are interests in a stream of payments from  
 specific assets, such as automobile or credit card receivables. These
securities are generally pass-through securities, which means that  
principal and interest payments on the underlying securities (less  
   servicing fees) are passed through to shareholders on a pro rata basis.

Potential Risks                                                     
      --------------------------------------------------------------------------

    Asset-backed securities may be adversely affected by changes in interest
 rates. Also, the nature of the underlying collateral may make it more
    difficult for issuers of asset-backed securities to recover or repossess
such collateral upon a default.                                     

Potential Returns                                                   
      --------------------------------------------------------------------------

 Asset-backed securities may offer higher yields and the potential for
higher returns than certain other fixed-income securities.          

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Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

With respect to a Fund, each Sub-Advisor investing in asset-backed  
      securities maintains its own policies for balancing credit quality against
potential yields and gains in light of the Fund's investment goals. 

      --------------------------------------------------------------------------
CORPORATE BONDS                                                     

Debt securities of industrial, utility, banking and other financial 
   institutions that are rated at or above investment grade by one or more
nationally recognized rating organizations.                         

Potential Risks                                                     
      --------------------------------------------------------------------------

Issuers of corporate bonds may default on their obligations to repay
 principal and interest. Also, changes in interest rates may adversely
affect the market value of corporate bonds.                         

Potential Returns                                                   
      --------------------------------------------------------------------------

Investment grade corporate bonds typically have a higher yield than 
     certain other fixed-income securities, such as U.S. government securities
and have a lower risk of default than lower-rated corporate bonds.  

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

 With respect to a Fund, each Sub-Advisor investing in corporate bonds
     maintains its own policies for balancing credit quality against potential
yields and gains in light of the Fund's investment goals.           

      --------------------------------------------------------------------------
LOWER-RATED (JUNK) BONDS                                            

Debt securities of industrial, utility, banking and other financial 
institutions that are rated below investment grade (BB/Ba or lower).

Potential Risks                                                     
      --------------------------------------------------------------------------

    Lower-rated bonds have a higher risk of default, tend to be less liquid,
and may be difficult to value.                                      

Potential Returns                                                   
      --------------------------------------------------------------------------

 Lower-rated bonds offer higher yields and higher potential gains than
investment-grade (BBB/Baa or higher) bonds.                         

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

   With respect to a Fund, each Sub-Advisor investing in lower-rated bonds
     maintains its own policies for balancing credit quality against potential
  yields and gains in light of the Fund's investment goals. No Fund will
invest more than 15% of its net assets in lower-rated bonds.        

      --------------------------------------------------------------------------
FOREIGN BONDS                                                       

Debt securities of foreign governments and foreign companies.       

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Potential Risks                                                     
      --------------------------------------------------------------------------

  In addition to the risks present for domestic bonds, foreign bonds are
subject to the additional risks of potential adverse political      
developments or political instability; differences in accounting,   
auditing, and financial reporting standards; a lack of adequate     
      information from bond issuers due to less stringent government regulation;
and adverse changes in foreign exchange rates.                      

Potential Returns                                                   
      --------------------------------------------------------------------------

Foreign bonds represent a major portion of the world's fixed income 
    securities and offer additional diversification opportunities as well as
the potential for higher returns.                                   

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

With respect to a Fund, each Sub-Advisor investing in foreign bonds 
   maintains its own policies for balancing credit quality and other risks
against potential yields and gains in light of the Fund's investment
      goals. Each such Sub-Advisor will manage a Fund's currency exposure of its
foreign investments and may hedge a portion of this exposure.       

      --------------------------------------------------------------------------
ZERO COUPON AND PAY-IN-KIND SECURITIES                              

   A zero coupon security pays no interest to its holders until it matures
   and is sold at a discount to its face value. Pay-in-kind securities are
     securities that generally pay interest through the issuance of additional
securities.                                                         

Potential Risks                                                     
      --------------------------------------------------------------------------

     The market prices of these securities generally are more volatile and are
   likely to respond to a greater degree to changes in interest rates than
      the market prices of securities that pay interest periodically or in cash.

Potential Returns                                                   
      --------------------------------------------------------------------------

     Zero coupon and pay-in-kind securities may offer higher yields and higher
potential gains than other fixed-income securities.                 

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

 With respect to a Fund, each Sub-Advisor investing in zero coupon and
   paid-in-kind securities maintains its own policies for balancing credit
      quality and other risks against potential yields and gains in light of the
      Fund's investment goals. In addition, the Funds limit their investments in
    fixed income securities, such as zero coupon and pay-in-kind securities,
as set forth each Fund's main investment strategies.                

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                                                    The Advisor & Sub-Advisors

THE ADVISOR                                                                     

Old Mutual Capital, Inc., 4643 South Ulster Street, Suite 600, Denver, Colorado 
80237, is the investment adviser for the Funds. The Advisor was organized in    
2004 and is a subsidiary of Old Mutual (US) Holdings Inc. ("OMUSH"), which is a 
wholly-owned subsidiary of Old Mutual plc, a London-exchange-listed             
international financial services firm ("Old Mutual").                           

The Advisor selects and recommends, subject to the approval of the Board, one or
more Sub-Advisors to manage each Fund's investment portfolio. It also allocates 
assets to the Sub-Advisors, monitors the performance, security holdings and     
investment strategies of these Sub-Advisors and when appropriate researches any 
potential new Sub-Advisors for the Funds.                                       

Each of the Sub-Advisors identified below may provide investment sub-advisory   
services to all of the Funds. The Board supervises the Advisor and the          
Sub-Advisors and establishes policies that the Advisor and the Sub-Advisors must
follow in their day-to-day investment management activities. In January 2005,   
the Funds and the Advisor applied for an exemptive order from the SEC permitting
the Funds to change non-affiliated asset managers without prior shareholder     
approval, but subject to notification to shareholders within 60 days of any such
changes. There is no assurance that the Funds will be successful in obtaining   
this exemptive relief.                                                          

For the fiscal period from commencement of operations (September 24, 2004) to   
July 31, 2005, for its services to the Funds, the Advisor received, on an annual
basis, the following management fees (as a percentage of each Fund's average    
daily net assets), after waivers:                                               

                        Fund                                    Management Fee
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                           .    %   

The investment advisory fees paid by certain of the Funds may be higher than    
those paid by other investment companies, although the Advisor believes the fees
to be comparable to those paid by investment companies with similar investment  
objectives and policies.                                                        

STRATEGIC ASSET ALLOCATION CONSULTANT                                           

Ibbotson Associates Advisors, LLC, a Delaware limited liability company located 
at 225 North Michigan Avenue, Chicago, IL 60601, serves as the strategic asset  
allocation consultant and sub-adviser to the Advisor for investment model       
creation and maintenance of each Fund, consistent with the second step in each  
Fund's investment process. Ibbotson will also monitor and make recommendations  
to the Advisor regarding possible changes to the Sub-Advisors and their         
investment strategies.                                                          

THE SUB-ADVISORS                                                                

The Sub-Advisors are selected by the Advisor, subject to the approval of the    
Board, to manage each Fund's investment portfolio. Each of the Sub-Advisors     
identified below may provide investment sub-advisory services to some or all of 
the Funds, depending on the allocation of assets to each such Sub-Advisor. The  
Advisor will allocate the assets of the Funds to individual Sub-Advisors based  
largely upon such Sub-Advisor's investment mandate and the asset allocation     
models developed by Ibbotson. For their                                         

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services to the Funds, Ibbotson and the other Sub-Advisors will receive fees    
payable by the Advisor under their investment sub-advisory agreements. The fees 
payable to each Sub-Advisor depend on the amount of assets the Sub-Advisor      
manages and the category or categories in which those assets are managed, as    
such assets are attributable to the Funds. Refer to the SAI for further         
information about these fees. Each Sub-Advisor, other than Ibbotson, manages the
assets of other investment companies, which may result in a conflict of interest
with respect to the Sub-Advisor's management of the Funds' assets. As indicated 
below, each Sub-Advisor, other than Ibbotson, is either wholly-owned by OMUSH or
is otherwise under common control with the Advisor.                             

Descriptions of the Sub-Advisors and their respective investment mandates are as
follows:                                                                        

Acadian Asset Management, Inc. ("Acadian"), a Massachusetts corporation located 
at Ten Post Office Square, 8th Floor, Boston, Massachusetts 02109, is a         
sub-adviser to the Funds. Acadian has provided investment management services   
since 1977. As of June 30, 2005, Acadian had $_____ billion under management.   
Acadian is a wholly-owned subsidiary of OMUSH.                                  

Based on Ibbotson's strategic asset allocations, Acadian would invest a portion 
of a Fund's assets allocated to equity investments in the International Large   
Cap Equity category.                                                            

International Large Cap Equity -- The International Large Cap Equity strategy   
focuses on large cap stocks in developed non-U.S. markets. Underlying this      
strategy is an investment process that utilizes multiple stock factors, such as 
price/book, price/earnings, and earnings forecast trends and surprises, to      
predict stock performance relative to its sector and market. Acadian also uses  
separate models designed to predict how well each stock's sector/country will   
perform relative to the world equity markets as a whole. The end result of the  
combined stock and country/sector measures is a ranking of the relative         
attractiveness or "alpha" of Acadian's entire 20,000 - plus stock universe.     
Portfolio optimization techniques are then used to construct the managed portion
of a Fund's investment portfolio.                                               

Analytic Investors, Inc. ("Analytic"), a California corporation located at 500  
South Grand Avenue, 23rd Floor, Los Angeles, California 90071, is a sub-adviser 
to the Funds. Analytic has provided investment management services since 1970.  
As of June 30, 2005, Analytic had $_____ billion under management. Its          
investment philosophy is founded on the premise that the systematic application 
of quantitative techniques has the potential to deliver consistent risk-adjusted
performance, regardless of market cycle. With vast amounts of information       
available on demand, it believes that the proper weighting of the right         
variables in the selection process is pivotal to its success. Analytic is a     
wholly-owned subsidiary of OMUSH.                                               

Based on Ibbotson's strategic asset allocations, Analytic would invest a portion
of the Fund's assets allocated to equity investments in the U.S. Large Cap Blend
category.                                                                       

U.S. Large Cap Blend - The investment universe for this strategy is the         
companies that make up the S&P 500 Index. Analytic's process analyzes over 70   
stock "characteristics" (e.g., price-to-earnings ratio, return-on-equity) to    
determine which characteristics the market is currently rewarding. Analytic then
uses a process called "portfolio optimization" to select securities that it     
believes will:                                                                  

o     Maximize expected returns for the managed portion of a Fund;  

  o     Minimize expected volatility relative to a Fund's benchmark; and

o     Diversify the assets of the managed portion of a Fund among   
industries, sectors, and individual securities.         

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Analytic monitors the stocks held by a Fund for developments in terms of news   
events (such as lawsuits or takeover bids) and other significant changes in     
fundamental factors. Analytic sells a security when it believes that the        
incremental benefit from the sale exceeds the associated transaction costs.     

Barrow, Hanley, Mewhinney & Strauss, Inc. ("Barrow, Hanley"), a Nevada          
corporation located at 3232 McKinney Ave, 15th Floor, Dallas, Texas 75204, is a 
sub-adviser to the Funds. Barrow, Hanley has provided investment management     
services since 1979. As of June 30, 2005, Barrow, Hanley had $_____ billion     
under management. Barrow, Hanley is one of the largest value-oriented investment
managers of institutional assets in the U.S. Barrow, Hanley's 23 investment     
professionals, with an average experience in excess of 18 years, manage domestic
equity and fixed income portfolios for a variety of institutional clients.      
Barrow Hanley is a wholly-owned subsidiary of OMUSH.                            

Based on Ibbotson's strategic asset allocations, Barrow, Hanley would invest a  
portion of the Fund's assets allocated to equity investments in one or more of  
the following categories: U.S. Large Cap Value, U.S. Mid Cap Value or U.S. Small
Cap Value.                                                                      

U.S. Large Cap Value / U.S. Mid Cap Value / U.S. Small Cap Value - Barrow,      
Hanley uses a consistent, disciplined process to identify large, well known     
companies that it believes to be undervalued and temporarily out of favor.      
Barrow, Hanley implements its strategy by constructing portfolios of individual 
stocks that reflect three value characteristics: price/earnings and price/book  
ratios below the market average and dividend yields above the market average    
(S&P 500). Barrow, Hanley's decision-making process involves quantitative and   
qualitative analysis and analytical tools to ensure adherence to its value      
discipline. Barrow, Hanley maintains a list of approximately 250 companies      
meeting its three-pronged definition of value and that are projected to achieve 
earnings growth above that of the market as a whole. Barrow, Hanley applies two 
value models, a Dividend Discount model and a Relative Return model, to the     
companies on its value list in connection with its selection and monitoring of  
stocks. Barrow, Hanley's portfolios generally consist of approximately 40-50    
stocks, are held for an average of three to four years, resulting in average    
annual portfolio turnover of 25% - 30%, and are balanced so as to not have too  
much weight given to any industry group. However, sector weightings are a       
residual of Barrow, Hanley's bottom-up stock selection process and may vary     
widely in comparison to the S&P 500.                                            

As of the date of this prospectus, Barrow, Hanley's U.S. Mid Cap Value and U.S. 
Small Cap Value Strategies were unavailable to the Funds.                       

Based on Ibbotson's strategic asset allocations, Barrow, Hanley would invest a  
portion of the Fund's assets allocated to fixed income investments in one or    
more of the following categories: U.S. Intermediate - Term Fixed Income or U.S. 
Core Fixed Income.                                                              

U.S. Intermediate - Term Fixed Income/U.S. Core Fixed Income - Barrow, Hanley   
uses a top-down investment approach which begins by analyzing the best potential
opportunities identified by Barrow, Hanley's quantitative screening model.      
Barrow, Hanley then shifts its focus to analyzing issuer specific factors,      
including credit quality of corporate bonds for cash flow, earnings and balance 
sheet fundamentals, and factors that will impact the future credit rating of the
issuer. Mortgage pass-through securities are analyzed using "empirical" measures
of cash flow yield rather than using a long-term prepayment model to calculate  
yield. Barrow, Hanley's portfolio construction process utilizes a portfolio     
optimizer to forecast and "stress-test" the portfolio to determine the          
probability of a given portfolio structure producing superior returns over a    
broad range of potential market environments. Barrow, Hanley attempts to        
maintain fully invested, duration-neutral portfolios at all times and does not  
attempt to time the direction of interest rates. Portfolio weightings in        
specific sectors (i.e., mortgages, corporates, etc.) are carefully monitored on 
the basis of contribution to total portfolio duration.                          

Clay Finlay Inc. ("Clay Finlay"), a New York corporation located at 200 Park    
Avenue, New York, New York 10166, is a sub-adviser to the Funds. Clay Finlay is 
a global equity management firm founded in                                      

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1982 and headquartered in New York, with offices in London and Tokyo. As of June
30, 2005, Clay Finlay had $_____ billion under management. Clay Finlay's "growth
at a reasonable price" strategy uses a bottom-up approach to the management of  
global and regional equity mandates. The firm uses a team based investment      
approach to create fairly concentrated, yet diversified, risk controlled        
portfolios. An experienced multinational team of 20 investment professionals    
manages a full range of multi-regional (global, international and global        
ex-country of origin) and regional (Europe, Continental Europe, Japan, Pacific  
Basin ex Japan, United States and Global Emerging Markets) equity mandates on   
behalf of major corporations, financial institutions and governments sourced    
globally. Clay Finlay is a wholly-owned subsidiary of OMUSH.                    

Based on Ibbotson's strategic asset allocations, Clay Finlay would invest a     
portion of the Fund's assets allocated to equity investments in one or more of  
the following categories: International Large Cap Equity or Emerging Markets    
Equity.                                                                         

International Large Cap Equity / Emerging Markets Equity - Clay Finlay ranks the
securities in its investment universe of large, liquid securities based on      
various metrics, including forward price/earnings and earnings growth rates and 
other valuation ratios. Clay Finlay applies a bottom-up approach with           
fundamental research on individual stocks. A key driver of the security         
selection process is long-term earnings growth rates, coupled with Clay Finlay's
conviction of these growth rates based on a company's financial strength,       
management and competitive positioning. Clay Finlay's geographic and sector     
allocation is driven primarily by bottom-up factors; however, Clay Finlay will  
assess the relative risk of the managed portion of a Fund to the appropriate    
benchmark.                                                                      

Dwight Asset Management Company ("Dwight"), a Delaware corporation located at   
100 Bank Street, Burlington, Vermont, 05402-1590, is a sub-adviser to the Funds.
Dwight has provided investment management services since 1975. As of June 30,   
2005, Dwight had $_____ billion under management. Dwight is a registered        
investment adviser specializing in fixed income and stable value investment     
strategies. Dwight offers a range of commingled funds and separate account      
investment management services for Stable Value, Fixed Income and Insurance     
clients. Dwight is a wholly-owned subsidiary of OMUSH.                          

Based on Ibbotson's strategic asset allocations, Dwight would invest a portion  
of the Fund's assets allocated to fixed income investments in one or more of the
following categories: Cash Management, U.S. Intermediate Fixed Income, U.S. Core
Fixed Income or U.S. High Yield Fixed Income.                                   

Cash Management / U.S. Intermediate Fixed Income / U.S. Core Fixed Income / U.S.
High Yield Fixed Income - Dwight seeks to achieve capital preservation,         
competitive performance and flexibility to meet plan/corporate changes by       
minimizing changes in duration, attaining diversification across high quality   
fixed income markets, conducting in-depth research to assure high credit quality
of issuers and securities and actively managing cash and liquidity. Dwight      
believes that competitive risk-adjusted returns are achieved by building higher 
yielding portfolios with an emphasis on structured fixed income securities and  
thorough security selection. Risk is mitigated through limited sector rotation  
and closely managing duration and term structure exposures.                     

High Yield Investment Process - Dwight builds diversified high yield portfolios 
by focusing on companies that it believes have stable or improving credit       
profiles, and that offer attractive relative value characteristics. Portfolio   
managers and credit analysts work closely together to review fundamental and    
technical data, assess which industry sectors to favor or disfavor, and discuss 
the relative strengths and weaknesses of specific securities. The credit focus  
is on issuers rated either BB or B. Under normal market conditions the average  
quality of the high yield strategy will be B or higher and the duration will be 
approximately 75% - 125% of the benchmark.                                      

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Money Market Investment Process - Dwight builds diversified high quality money  
market portfolios by focusing on issuers of short term debt that it believes    
have very high credit profiles, and that offer attractive relative value        
characteristics. Portfolio managers and credit analysts work closely together to
review fundamental and technical data, assess which industry sectors to favor or
disfavor, and discuss the relative strengths and weaknesses of specific         
securities. The issuer focus is on issuers with a rating of either A1/P1 or     
A2/P2. Under normal market conditions the average quality of the money market   
strategy will be A2/P2 or higher and the dollar-weighted maturity will not      
exceed 90 days.                                                                 

Heitman Real Estate Securities LLC ("Heitman"), a Delaware limited liability    
company located at 191 Wacker Driver, Suite 2500, Chicago, Illinois 60606, is a 
sub-adviser to the Funds. Heitman has provided investment management services to
its clients since 1987. As of June 30, 2005, Heitman had $_____ billion under   
management. Heitman is a registered investment adviser specializing in publicly 
traded U.S. real estate investment trust (REIT) securities. Heitman Real Estate 
Securities LLC is a wholly-owned subsidiary of Heitman LLC, a Delaware limited  
liability company owned 50% by senior executives within the Heitman organization
and 50% by Old Mutual (HFL) Inc., a wholly-owned subsidiary of OMUSH.           

Based on Ibbotson's strategic asset allocations, Heitman would invest a portion 
of the Fund's assets allocated to equity investments in the REITs category.     

REITs - Heitman employs a growth-at-a-reasonable-price investment philosophy,   
which is reflected in its proprietary valuation model. Quantitative inputs into 
Heitman's valuation model include metrics such as dividend, funds from operation
per share, cash available for distribution (CAD) per share, capital             
expenditures, and operating income. The valuation model calculates an expected  
return and ranks each security, identifying an expected CAD multiple that helps 
identify real-estate security mispricings. The model also includes qualitative  
inputs, such as evaluations of company management by Heitman's analysts and     
managers.                                                                       

Liberty Ridge Capital, Inc. ( "Liberty Ridge Capital"), a Delaware corporation  
located at 1400 Liberty Ridge Drive, Wayne, Pennsylvania 19087, is a sub-adviser
to the Funds. Liberty Ridge Capital has provided investment management services 
since 1982. As of June 30, 2005, Liberty Ridge Capital had $____ billion under  
management. Liberty Ridge Capital believes that discipline and consistency are  
important to long-term investment success. This belief is reflected in its      
investment process. Liberty Ridge Capital's growth investment technique uses a  
quantitative and fundamental investment process that is extremely focused on    
business momentum, as demonstrated by such things as earnings or revenue and    
sales growth. Liberty Ridge Capital is a wholly-owned subsidiary of OMUSH.      

Based on Ibbotson's strategic asset allocations, Liberty Ridge Capital would    
invest a portion of the Fund's assets allocated to equity investments in one or 
more of the following categories: U.S. Large Cap Growth, U.S. Mid Cap Growth,   
U.S. Small Cap Growth, U.S. All Cap Blend, U.S. Large Cap Blend, U.S. Small Cap 
Blend or U.S. Mid Cap Equity.                                                   

U.S. Large Cap Growth / U.S. Mid Cap Growth / U.S. Small Cap Growth - Liberty   
Ridge Capital uses a quantitative and fundamental investment process that is    
extremely focused on earnings growth and business momentum. Liberty Ridge       
Capital begins its investment process by creating a universe of companies       
exhibiting strong growth characteristics. That universe is continually monitored
to ensure it relevancy. Liberty Ridge Capital then ranks each company in its    
universe using proprietary software and research models that incorporate        
attributes of what it believes is successful and sustainable growth. Finally,   
using its own fundamental research and a bottom-up approach to investing,       
Liberty Ridge Capital evaluates each company's earnings quality characteristics 
and whether the company can sustain its current growth trend. Liberty Ridge     
Capital believes that through this disciplined investment process, it is able to
construct a portfolio of investments with strong, sustainable growth            
characteristics. Liberty Ridge Capital's                                        

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decision to sell a security depends on many factors. Generally speaking, Liberty
Ridge Capital may sell a security when there is a deterioration in its business 
fundamentals and growth characteristics.                                        

U.S. All Cap Blend / U.S. Large Cap Blend / U.S. Small Cap Blend / U.S. Mid Cap 
Equity - Liberty Ridge Capital's blend investment process is both quantitative  
and fundamental. In seeking to identify attractive investment opportunities,    
Liberty Ridge Capital first creates a universe of companies whose current share 
price seems lower than their current or future worth. Liberty Ridge Capital     
considers factors like a company's earnings power versus its current stock      
price, its price-to-earnings ratio versus similar companies, its competitive    
advantages (like brand, trade name or market niche), its management team and its
current and future business prospects. Lastly, using its own fundamental        
research and a bottom-up approach to investing, Liberty Ridge Capital identifies
those companies that it believes have the potential to achieve significant      
appreciation as the marketplace recognizes their fundamental value. Liberty     
Ridge Capital's decision to sell a security depends on many factors. Generally  
speaking, however, Liberty Ridge Capital considers selling a security when it   
becomes overvalued relative to the market or sector, shows deteriorating        
fundamentals or falls short of Liberty Ridge Capital's growth expectations.     

The following describes material legal proceedings involving Liberty Ridge      
Capital. Although none of the legal proceedings described below relates to the  
Trust, they may have an adverse effect on Liberty Ridge Capital's ability to    
serve as a Sub-Advisor to the Funds.                                            

In June 2004, Liberty Ridge Capital reached settlement agreements with respect  
to the market timing and selective disclosure actions filed by the SEC and the  
New York Attorney General (the "NYAG") with respect to PBHG Funds, a registered 
investment company for which Liberty Ridge Capital acted as investment adviser. 
If certain terms and undertakings in the NYAG settlement are not met, the NYAG  
settlement stipulates that Liberty Ridge Capital shall promptly terminate its   
management of PBHG Funds. In this event, PBHG Funds' Board of Trustees would be 
required to seek new management or consider other alternatives.                 

As part of the In Re Mutual Funds Investment Litigation pending in the U.S.     
District Court for the District of Maryland (the "MDL Court"), the PBHG Funds,  
Liberty Ridge Capital, its affiliates, and/or certain related and unrelated     
parties have been named as defendants in a Class Action Suit ("Class Action     
Suit") and a separate Derivative Suit ("Derivative Suit") (together the "Civil  
Litigation"). The Civil Litigation consolidates and coordinates for pre-trial   
matters a number of individual class action suits and derivative suits based on 
similar claims, which previously had been filed against the PBHG Funds, Liberty 
Ridge Capital and/or certain related parties in other jurisdictions, and had    
been transferred to the MDL Court. Information on the previously filed suits is 
contained in the PBHG Funds' Statement of Additional Information, Exhibit C.    
Consolidated complaints in the Class Action and Derivative Suits were filed in  
the Civil Litigation on September 29, 2004 (MDL 1586).                          

The Civil Litigation and the previously filed suits are primarily based upon    
allegations that the defendants engaged in, or facilitated market timing of the 
PBHG Funds, and also made selective disclosure of confidential portfolio        
information to certain defendants and other parties. The Civil Litigation       
alleges a variety of theories for recovery, including but not limited to: (i)   
violations of various provisions of the Federal securities laws; (ii) breaches  
of fiduciary duty; and (iii) false or misleading prospectus disclosure. The     
Civil Litigation requests compensatory and punitive damages. In addition, the   
Derivative Suit requests the removal of each of the Trustees of the PBHG Funds, 
the removal of Liberty Ridge Capital as investment adviser of the PBHG Funds,   
the removal of PBHG Fund Distributors as distributor of PBHG Funds' shares,     
rescission of the management and other contracts between PBHG Funds and the     
defendants, and rescission of the PBHG Funds' 12b-1 Plan.                       

On April 12, 2005, the Attorney General of the State of West Virginia ("WVAG")  
filed civil proceedings against Liberty Ridge Capital, as well as numerous      
unrelated mutual fund complexes and financial                                   

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institutions (the "WVAG Litigation"). PBHG Funds was not named as a defendant in
these proceedings. The WVAG complaint, filed in the Circuit Court of Marshall   
County, West Virginia, alleges that Liberty Ridge Capital permitted short-term  
trading in excess of PBHG Funds' disclosed limitation of four exchanges per year
and also provided confidential portfolio information to customers of a          
broker-dealer who used the information to market time PBHG Funds. The WVAG      
alleges the foregoing violated the West Virginia Consumer Credit and Protection 
Act (W. Va. Code ss. 46A-1-101, et seq.) and is seeking injunctions; civil      
monetary penalties; a writ of quo warranto against the defendants for their     
alleged improper actions; pre-judgment and post-judgment interest; costs and    
expenses, including counsel fees; and other relief. It is possible that similar 
actions based on the same facts and circumstances may be filed in the future by 
other state agencies (such actions, together with the Civil Litigation and the  
WVAG Litigation, the "Litigation"). If such other actions are filed, they will  
be described in the Statement of Additional Information.                        

At this stage of the Litigation, Liberty Ridge Capital believes that it is too  
early to assess the likely outcome of the Litigation, or success of any defenses
each of the defendants may have to the claims. Any potential resolution of the  
Litigation may include, but not be limited to, judgments or settlements for     
damages against Liberty Ridge Capital, PBHG Funds or any named defendant. In the
event PBHG Funds incurs any losses, costs or expenses in connection with such   
lawsuits, PBHG Funds' Board of Trustees may pursue claims on behalf of the      
affected portfolios against any party that may have liability to PBHG Funds in  
respect thereof. While it is currently too early to predict the result of the   
Litigation, Liberty Ridge Capital does not believe that the outcome of the      
Litigation will materially affect its ability to carry out its duty as          
investment adviser to the PBHG Funds or the Trust. However, Liberty Ridge       
Capital is currently unable to gauge the level of shareholder redemptions that  
may result from the news of these pending lawsuits. Redemptions may require the 
Funds to sell investments to provide for sufficient liquidity, which could      
adversely impact the investment performance of the Funds. In addition, if       
Liberty Ridge Capital is unsuccessful in its defense of the WVAG Litigation, it 
could be barred from serving as an investment adviser for any investment company
registered under the Investment Company Act of 1940. Such results could affect  
the ability of Liberty Ridge Capital or any company that is an affiliated person
of Liberty Ridge Capital, including the Adviser and each other Sub-Advisor of   
the Funds, from serving as an investment adviser to any registered investment   
company, including the Trust. The Trust has been informed by Liberty Ridge      
Capital that, if these results occur, Liberty Ridge Capital will seek exemptive 
relief from the SEC to permit Liberty Ridge Capital and its affiliates to       
continue to serve as Advisor and Sub-Advisors to the Funds. There is no         
assurance that such exemptive relief will be granted.                           

Provident Investment Counsel ("PIC"), a Massachusetts corporation located at 300
North Lake Avenue, Penthouse Suite, Pasadena, California, 91101, is a           
sub-adviser to the Funds. PIC has provided investment management services since 
1951. As of June 30, 2005, PIC had $_____ billion under management. Growth      
Equity investing is the cornerstone of PIC's investment philosophy, which       
emphasizes fundamental research and a team approach to portfolio management.    
PIC's portfolio managers and analysts seek out companies with strong financial  
characteristics, which are thought to be in a period of high, sustainable       
revenue and earnings growth. PIC is a wholly-owned subsidiary of OMUSH.         

Based on Ibbotson's strategic asset allocations, PIC would invest a portion of  
the Fund's assets allocated to equity investments in one or more of the         
following categories: U.S. Large Cap Growth or U.S. Mid Cap Growth.             

U.S. Large Cap Growth / U.S. Mid Cap Growth - PIC's investment philosophy is    
that sustainable revenue growth is the most important contributor to long-term  
stock appreciation. PIC believes that stock prices and earnings are highly      
correlated and that over time capital markets reward companies that have above  
average growth.                                                                 

PIC seeks out companies which have at least one or more catalysts for growth,   
such as new products, exploitation of demographic trends, proprietary products, 
gaining market share and/or changing cost                                       

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structure. Ideal investment candidates will have well-thought out management    
goals supported by stringent controls, a proven track record of superior revenue
and earnings growth, strong pretax margins, low levels of debt, leading market  
share, high return on equity, high reinvestment rates and attractive relative   
valuations. In the mid-cap market, PIC seeks companies operating in emerging and
high growth sectors of the economy.                                             

PIC employs a team approach to investment management with each mid-cap and      
large-cap team making their own buy and sell decisions. Each team has one or    
more lead portfolio managers who screen trades to ensure consistency with the   
team's strategy for the particular investment product. The teams evaluate key   
economic and market criteria and further review PIC's analysts' bottom-up stock 
recommendations.                                                                

Rogge Global Partners PLC ("Rogge"), a United Kingdom corporation located at    
Sion Hall, 56 Victoria Embankment, London, England, United Kingdom EC4Y ODZ, is 
a sub-adviser to the Funds. Rogge has provided investment management services   
since 1984. As of June 30, 2005, Rogge had $_____ billion under management.     
Rogge is a wholly-owned subsidiary of Old Mutual and an affiliate of OMUSH.     

Based on Ibbotson's strategic asset allocations, Rogge would invest a portion of
the Fund's assets allocated to fixed income investments in the International    
Bond category.                                                                  

International Bond - Rogge employs a four step decision making process: relative
value analysis, sector selection, security selection, and implementation.       
Relative value analysis involves a multifactor comparison of relevant economic  
indicators, government policy and political considerations, which results in a  
rating for bond markets of developed and developing countries. Rogge then       
undertakes sector selection, which considers fundamental considerations such as 
consolidation, industry leverage and cyclicality, and technical considerations  
such as swap spread sensitivity, liquidity, denomination and subordination.     
Security selection involves an analysis of issuer-specific due diligence on such
factors as operating efficiencies, market position, financial position,         
profitability and cash flows. During the final stage, implementation, the       
portfolio is constructed based on the client's risk parameters, which are       
continually monitored and subject to a strict sell discipline.                  

Thompson, Siegel & Walmsley, Inc. ("TS&W"), a Virginia corporation located at   
5000 Monument Avenue, Richmond, Virginia 23230, is a sub-adviser to the Funds.  
TS&W has provided investment management services since 1969. As of June 30,     
2005, TS&W had $_____ billion under management. TS&W's clients encompass        
individual and family accounts as well as institutional portfolios. The firm's  
singular investment objective - to participate significantly in periods of      
capital growth, yet protect its client's assets during market declines -        
continues as its guiding principle. TS&W's task is to uncover stocks and bonds  
that sell at a discount to their long-term fair market value and emphasize them 
in portfolios. TS&W is a wholly-owned subsidiary of OMUSH.                      

Based on Ibbotson's strategic asset allocations, TS&W would invest a portion of 
the Fund's assets allocated to equity investments in one or more of the         
following categories: U.S. Large Cap Value, U.S. Small Cap Value, U.S. Small-Mid
Cap Value, U.S. Mid Cap Value or U.S. All Cap Value.                            

U.S. Large Cap Value / U.S. Small Cap Value / U.S. Small-Mid Cap Value / U.S.   
Mid Cap Value / U.S. All Cap Value - TS&W employs a relative value approach to  
investing. Through valuation analysis, TS&W seeks undervalued sectors,          
industries and companies in the market. TW&W employs a four-factor valuation    
model for each investment mandate. Parts one and two of the model attempt to    
assess a company's discount to private market value relative to other small and 
mid cap stocks. The third factor considers the relative earnings prospects of   
the company. The fourth factor involves looking at the company's recent price   
action. TS&W uses a combination of its U.S. Large Cap Value mandate and its U.S.
Small-Mid Cap Value mandate in the U.S. All Cap Value mandate. TS&W invests in  
stocks of companies that it expects will benefit from economic trends or other  
company specific catalysts and that are attractively valued relative to their   
fundamentals and other companies in the market. TS&W's                          

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decision to sell a security depends on many factors. As of June 30, 2005, the   
U.S. Small Cap Value mandate is closed to additional investments.               

THE PORTFOLIO MANAGERS                                                          

The Advisor                                                                     

A team of investment professionals of the Advisor is responsible for the        
day-to-day management of each Fund. This team is primarily responsible for      
allocating (and re-allocating) each Fund's assets among the various investment  
strategies, based on asset allocation models developed by Ibbotson. This team is
also primarily responsible for determining how to allocate those assets among   
the individual Sub-Advisors. Unless otherwise noted, each member of the team has
served on the team since the inception of the Funds. The following summarizes   
the experience of each member of the Advisor's portfolio management team. Unless
otherwise noted, each individual listed below has served in his or her current  
position for the last five years.                                               

                                                        · Enlarge/Download Table


-------------------- ------------------------------- -------------------------------------------------------------------------    
                     Name                            Five Years' Experience                                                       
-------------------- ------------------------------- -------------------------------------------------------------------------    

                                                                                                                                  
Old Mutual           Mark E. Black                   Chief Financial Officer, Chief Administrative Officer, Executive Vice        
Capital, Inc.                                        President and Treasurer, the Advisor, since July 2004; Senior Vice           
                                                     President and Chief Financial Officer, Transamerica Capital, Inc., from      
                                                     April 2000 to June 2004; Chief Financial Officer of Coldwell Banker          
                                                     Moore & Company (Denver Metro), from 1997 to March 2000.                     
-------------------- ------------------------------- -------------------------------------------------------------------------    
                     David J. Bullock                President, Chief Executive Officer and Director, the Advisor, since          
                                                     2004; President and Chief Executive Officer, Liberty Ridge Capital,          
                                                     since November 2003; President and Chief Operating Officer, Liberty          
                                                     Ridge Capital, from July 2003 to November 2003; Director, Liberty Ridge      
                                                     Capital, since July 2003; President and Chief Executive Officer,             
                                                     Transamerica Capital, Inc., from 1998 to 2003.                               
-------------------- ------------------------------- -------------------------------------------------------------------------    
                     William T. Davis                Senior Vice President, the Advisor, since July 2004; Vice President,         
                                                     Investment Manager Oversight, AEGON/Transamerica Fund Advisers, from December
                                                     2001 to February 2004; Vice President, Investment Marketing, AEGON Equity    
                                                     Group, from June 1999 to December 2001.                                      
-------------------- ------------------------------- -------------------------------------------------------------------------    
                     Kenneth R. Naes                 Member of the Investment Committee of the Advisor, since August 2004;        
                                                     Senior Vice President, Product Development, Transamerica Capital,            
                                                     Inc./AEGON USA, from June 2000 to May 2004.                                  
-------------------- ------------------------------- -------------------------------------------------------------------------    
                     Matthew J. Appelstein           Member of the Investment Committee of the Advisor, since October             
                                                     2004; Vice President of Product Development and Investment Services, Old     
                                                     Mutual Asset Management, since June 2003; Senior Vice President of           
                                                     Consultant Relations, Fidelity Management Trust Company, from September      
                                                     1998 to June 2003.                                                           
-------------------- ------------------------------- -------------------------------------------------------------------------    


Ibbotson                                                                        

A team of investment professionals at Ibbotson is responsible for developing the
asset allocation models for the Funds. Unless otherwise noted, each member of   
the team has served on the team since the inception of the Funds. The following 
summarizes the experience of each member of Ibbotson's team.                    

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Unless otherwise noted, each individual listed below has served in his or her   
current position for the last five years.                                       

                                                        · Enlarge/Download Table


-------------------- ------------------------------- -------------------------------------------------------------------------
                     Name                            Five Years' Experience                                                   
-------------------- ------------------------------- -------------------------------------------------------------------------
                                                                                                                              
Ibbotson             Roger Ibbotson, Ph.D.           Chairman and founder, Ibbotson.                                          
Associates                                                                                                                    
Advisors, LLC                                                                                                                 
-------------------- ------------------------------- -------------------------------------------------------------------------
                     Michael Annin                   Managing Director (IMS), Ibbotson.                                       
-------------------- ------------------------------- -------------------------------------------------------------------------
                     Peng Chen                       Managing Director (Research), Ibbotson.                                  
-------------------- ------------------------------- -------------------------------------------------------------------------

-------------------- ------------------------------- -------------------------------------------------------------------------
                     Alexander E. Kaye, CFA          Consultant, Ibbotson, since 2004; Account Manager, UBS Global            
                                                     Asset Management, from 1998 to 2003.                                     
-------------------- ------------------------------- -------------------------------------------------------------------------

The Sub-Advisors (other than Ibbotson)                                          

In addition, a separate team at each Sub-Advisor is primarily responsible for   
investing the assets that have been allocated to it. The following summarizes   
the experience of each member of each Sub-Advisor's portfolio management team.  
Unless otherwise noted, each member of the team has served on the team since the
inception of the Funds. Unless otherwise noted, each individual listed below has
served in his or her current position for the last five years.                  

                                                        · Enlarge/Download Table


----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Name                         Five Years' Experience                                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                                                                                                                                  
Acadian Asset           Dr. Gary L. Bergstrom        Chairman, Acadian.                                                           
Management, Inc.                                                                                                                  
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Ronald D. Frashure, CFA      President and Co-Chief Investment Officer, Acadian.                          
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        John R. Chisholm, CFA        Executive Vice President and Co-Chief Investment Officer, Acadian.           
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Dr. Charles Wang             Senior Vice President and Co-Director of Research and Portfolio              
                                                     Manager, Acadian, since 2000; senior quantitative equity analyst, Putnam     
                                                     Investments, from Oct 1998 to May 2000.                                      
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Brian K. Wolahan, CFA        Senior Vice President, Co-Director of Research and Portfolio Manager,        
                                                     Acadian.                                                                     
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Raymond F. Mui               Senior Vice President and Portfolio Manager, Acadian.                        
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Richard O. Barry, CFA        Senior Vice President and Portfolio Manager, Acadian.                        
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Matthew J. Cohen, CFA        Senior Vice President and Portfolio Manager, Acadian.                        
----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    
Analytic Investors,     Harindra de Silva, Ph.D.,    President, Analytic.                                                         
Inc.                    CFA                                                                                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Gregory McMurran             Chief Investment Officer, Analytic.                                          
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Dennis M. Bein, CFA          Chief Investment Officer since October 2004 and prior to that Portfolio      
                                                     Manager, Analytic.                                                           
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Steven Sapra, CFA            Portfolio Manager, Analytic.                                                 
----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    
Barrow, Hanley,         James P. Barrow              Founder, Barrow, Hanley.                                                     
Mewhinney & Strauss,                                                                                                              
Inc.                                                                                                                              
----------------------- ---------------------------- -------------------------------------------------------------------------    

                                       48                                                                                         

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----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Name                         Five Years' Experience                                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Richard A. Englander, CFA    Principal and Portfolio Manager, Barrow, Hanley.                             
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        J. Ray Nixon, Jr.            Principal and Portfolio Manager,                                             
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Robert J. Chambers, CFA      Principal and Portfolio Manager, Barrow, Hanley.                             
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Timothy J. Culler, CFA       Principal and Portfolio Manager, Barrow, Hanley.                             
----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    
Clay Finlay Inc.        Robert C. Schletter, CFA     Chief Investment Officer, Clay Finlay.                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Carol Franklin, CFA          Senior Portfolio Manager, Clay Finlay, since 2004; Managing Director and Head
                                                     of Global Equity Selection Team, Deutsche Asset Management, from 2001 to     
                                                     2002; Managing Director, Global Equity Group, Scudder Kemper Investments,    
                                                     from 1981 to 2001.                                                           
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Gregory M. Jones, CFA        Senior Portfolio Manager, Clay Finlay.                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Richard Begun                Portfolio Manager and Senior Research Analyst, Clay Finlay, since 2001;      
                                                     Managing Director, Horizon Asset Management, from March 2001 to December     
                                                     2001; Equity Portfolio Manager and Vice President, Orbitex Group of Funds,   
                                                     from 1999 to 2001; Institutional Equity Portfolio Manager, The Bank          
                                                     of New York, from 1994 to 1999.                                              
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Jennifer Kwong               Portfolio Manager and Senior Research Analyst, Clay Finlay, since 2000;      
                                                     Vice President, Merrill Lynch, from 1994 to 2000.                            
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Lauren C. Lambert, CFA       Portfolio Manager and Senior Research Analyst, Clay Finlay, since            
                                                     2002; Portfolio Manager and Analyst, Scudder Stevens & Clark and its         
                                                     successor companies, from 1994 to 2002.                                      
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Steven Miller               Portfolio Manager and Senior Research Analyst, Clay Finlay, since             
                                                     2001; Interim Chief Financial Officer, International Gaming                  
                                                     Systems, from 1999 to 2001; Senior Global Equity portfolio manager,          
                                                     Fiduciary Trust Company, from 1994 to 1999.                                  
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Miwa Seki                    Portfolio Manager and Senior Research Analyst, Clay Finlay.                  
----------------------- ---------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    

Dwight Asset            David T. Kilborn             Senior Vice President and Head of Fixed Income (Asset-Backed                 
Management Company                                   Securities), Dwight.                                                         

----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Robert P. Clancy             Senior Vice President (Mortgage-Backed Securities), Dwight, since            
                                                     2001; Senior Vice Portfolio Manager, Dewey Square Investors, from 1994 to    
                                                     2001.                                                                        
-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Derrick Wulf, CFA            Vice President (Commercial Mortgage-Backed Securities), Dwight.              
-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

                                       49                                                                                         

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----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Name                         Five Years' Experience                                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Edward Meigs, CFA            Senior Vice President (High Yield Corporates), Dwight, since                 
                                                     2001; Portfolio Manager, Mt. Washington Investment                           
                                                     Group, from 1998 to 2001.                                                    
-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    
Heitman Real Estate     Timothy J. Pire, CFA         Managing Director and Portfolio Manager, Heitman.                            
Securities LLC                                                                                                                    
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Randall E. Newsome           Executive Vice President and Portfolio Manager, Heitman.                     
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Larry S. Antonatos           Senior Vice President and Portfolio Manager, Heitman.                        
----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    

Liberty Ridge           Michael S. Sutton, CFA       Senior Vice President and Chief Investment Officer, Liberty Ridge            
Capital, Inc.                                        Capital.                                                                     

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Samuel H. Baker, CFA         Vice President and Portfolio Manager, Liberty Ridge Capital.                 

----------------------- ---------------------------- -------------------------------------------------------------------------    
                        James B. Bell, CFA           Vice President and Portfolio Manager, Liberty Ridge Capital,                 
                                                     since 2004; Research Analyst, Liberty Ridge Capital, from 2001 to 2004;      
                                                     commercial banker, Allfirst Bank, from 1994 to 2001.                         
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Jerome J. Heppelmann, CFA    Vice President and Portfolio Manager, Liberty Ridge Capital.                 
----------------------- ---------------------------- -------------------------------------------------------------------------    
                        James M. Smith, CFA          Vice President and Portfolio Manager, Liberty Ridge Capital.                 
----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    

Provident Investment    James M. Landreth, CFA       Senior Vice President, PIC.                                                  
Counsel                                                                                                                           

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Evelyn D. Lapham, CFA        Managing Director, PIC.                                                      

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Andrew J. Pearl, CFA         Managing Director, PIC.                                                      

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Anne E. Westreich, CFA       Senior Vice President, PIC.                                                  

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        John J. Yoon, CFA            Senior Vice President, PIC.                                                  

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Susan J. Perkins, CFA        Senior Vice President, PIC, since February 2004; with PIC since              
                                                     November 1999.                                                               

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Derek S. Derman, CFA         Senior Vice President, PIC, since February 2004; with PIC since March        
                                                     2001; Research Analyst, Wedbush Morgan Securities, from July 1999 to         
                                                     March 2001.                                                                  

----------------------- ---------------------------- -------------------------------------------------------------------------    

----------------------- ---------------------------- -------------------------------------------------------------------------    

Rogge Global Partners   Olaf Rogge                   Founder, Rogge.                                                              
PLC                                                                                                                               

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Richard Bell                 Partner and Portfolio Manager, Rogge.                                        

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        John Graham                  Partner and Portfolio Manager, Rogge.                                        

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Adrian James                 Partner and Portfolio Manager, Rogge.                                        

----------------------- ---------------------------- -------------------------------------------------------------------------    

                                       50                                                                                         

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----------------------- ---------------------------- -------------------------------------------------------------------------    
                        Name                         Five Years' Experience                                                       
----------------------- ---------------------------- -------------------------------------------------------------------------    

Thompson, Siegel &      Elizabeth Cabell Jennings,   Senior Vice President, TS&W.                                                 
Walmsley, Inc.          CFA                                                                                                       

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Matthew G. Thompson, CFA     President, TS&W.                                                             

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Paul A. Ferwerda, CFA        Senior Vice President, TS&W.                                                 

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Horace P. Whitworth, CFA,    Senior Vice President, TS&W.                                                 
                        CPA                                                                                                       

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Frank H. Reichel, III CFA    Senior Vice President, TS&W, since 2000; Managing Partner, Stratton          
                                                     Management Co., from 1993 to 2000.                                           

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        H.B. Thomson III             Senior Vice President, TS&W, since 2001; Managing Director and Senior        
                                                     Equity Research Analyst, First Union Securities, from 1991 to 2000.          

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        John S. Pickler, CFA         Vice President, TS&W, since 2002; First Vice President, Research and         
                                                     Investment Banking, Prudential Securities, Inc., from 1994 to 2000.          

----------------------- ---------------------------- -------------------------------------------------------------------------    

                        Brett P. Hawkins, CFA, CPA   Vice President, TS&W, since 2001; Assistant Vice President, Equity           
                                                     Research, First Union Securities, from 1999 to 2001.                         

----------------------- ---------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

-------------------- ------------------------------- -------------------------------------------------------------------------    

For more information on the Funds' portfolio managers, their compensation, other
accounts managed by them and their ownership of Fund shares, please see the SAI.

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                                                               Your Investment

YOUR SHARE PRICE                                                                

The price you pay for a share of a Fund and the price you receive upon selling  
or redeeming a share of a Fund is called the net asset value ("NAV"). NAV per   
share class of a Fund is calculated by dividing the total net assets of each    
class by the total number of the class' shares outstanding. NAV is determined as
of the close of regular trading on the New York Stock Exchange (the "NYSE")     
(normally 4:00 p.m. Eastern time) on each day that the NYSE is open, except that
securities traded primarily on the NASDAQ Stock Market ("NASDAQ") are normally  
valued by a Fund at the NASDAQ Official Closing Price provided by NASDAQ each   
business day. NAV is not calculated, and you may not conduct Fund transactions, 
on days the NYSE is closed (generally weekends and New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,    
Labor Day, Thanksgiving Day and Christmas Day). Foreign securities may trade in 
their local markets on days a Fund is closed. Those transactions and changes in 
the value of a Fund's securities holdings on such days may affect the value of a
Fund's shares on days when you will not be able to purchase, exchange, or redeem
shares.                                                                         

FAIR VALUE PRICING                                                              

The Board has determined to fair value on a daily basis foreign securities      
traded outside of the Western Hemisphere to, among other things, avoid stale    
prices and make the Funds less attractive to market timers. While fair value    
pricing cannot eliminate the possibility of short-term trading, we believe it   
helps to protect the interests of the Funds' long-term shareholders.]           

The Funds use pricing services to determine the market value of the securities  
in their portfolio. Foreign securities traded in countries outside of the       
Western Hemisphere are fair valued daily based on procedures established by the 
Board to avoid stale prices and to take into account, among other things, any   
significant events occurring after the close of a foreign market in those       
regions. The Funds generally use the market value of securities as of the close 
of regular trading on the NYSE to value the other equity securities held in the 
Funds' portfolios. If a market quotation is not readily available or is believed
to be unreliable, the security is valued at fair value as determined in good    
faith by the Board or pursuant to procedures approved by the Board. The         
valuation assigned to a fair valued security for purposes of calculating a      
Fund's NAV may differ from the security's most recent closing market price and  
from the prices used by other mutual funds to calculate their NAVs. Although    
intended to do so, the fair value procedures may not always better represent the
price at which a Fund could sell a fair valued security and may not always      
result in a more accurate NAV.                                                  

The NAV of your shares when redeemed may be more or less than the price you     
originally paid, depending primarily upon a Fund's investment performance. If a 
Fund invests in another investment company, the Fund's NAV is based in part on  
the net asset value of the other investment companies in which the Fund invests.
The prospectuses for these other investment companies explain the circumstances 
under which they may use fair value pricing and its effects.                    

Your purchase, exchange, or redemption of Fund shares will be priced at the next
NAV calculated after your request is received in good order by the Funds'       
transfer agent or other Fund agents.                                            

The Funds may enter into agreements with broker-dealers, financial institutions,
retirement plan accounts, trading platforms, certain fee-based programs, or     
other service providers ("Financial Intermediaries") that may include a Fund as 
an investment alternative in the programs they offer or administer. Financial   
Intermediaries and the Funds may reserve the right to not to accept customer    
orders that are incomplete or otherwise not in "good order." Financial          
Intermediaries may also accept certain customer orders                          

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conditioned on the understanding that the orders may later be rejected in the   
event they cannot be transmitted to a Fund or an affiliate of a Fund in a timely
manner. The Funds will be deemed to have received a purchase or redemption order
from a Financial Intermediary when the Financial Intermediary or its authorized 
designee, accepts the order. The customer order will be priced at a Fund's NAV  
next computed after such order is unconditionally accepted by a Financial       
Intermediary or its designee.                                                   

POLICY REGARDING EXCESSIVE OR SHORT-TERM TRADING                                

While the Funds provide shareholders with daily liquidity, the Funds are        
intended to be a long-term investment vehicle and are not designed for investors
who engage in excessive short-term trading activity, market-timing or other     
abusive trading practices. Short-term trading, market-timing, or other abusive  
trading practices may disrupt portfolio management strategies, may drive Fund   
expenses higher, and may harm Fund performance. In particular, frequent trading 
of a Fund's shares may:                                                         

      o     cause a Fund to keep more assets in cash or cash equivalents than it
 otherwise would, causing a Fund to miss out on investment
opportunities;                                          

o     force a Fund to sell some of its investments sooner than it   
otherwise would in order to honor redemptions;          

o     increase brokerage commissions and other portfolio transaction
        expenses if securities are constantly being bought and sold by a
Fund as assets move in or out;                          

 o     dilute the value of Fund shares held by long-term shareholders.

The Funds and Old Mutual Capital, Inc., the Fund's investment adviser, and      
certain of its affiliates ("Old Mutual Capital") or their agents will not       
knowingly permit investors to excessively trade the Funds, although no          
guarantees can be made that we will be able to identify and restrict all such   
trading in the Funds. Purchase and sale orders may be received through Financial
Intermediaries and Old Mutual Capital and its agents cannot always know or      
reasonably detect short-term trading through these Financial Intermediaries or  
through the use of omnibus accounts by these Intermediaries.                    

To minimize harm to the Funds and their shareholders, we reserve the right to   
reject any purchase order, including exchange purchases, for any reason without 
prior notice.                                                                   

Funds that invest in overseas markets are subject to the risk of time-zone      
arbitrage, which attempts to take advantage of time zone differences in various 
countries. Time-zone arbitrage is a form of market-timing. The Board has adopted
and Old Mutual Capital and its agents have implemented the following tools to   
discourage short-term trading in the Funds, including time-zone arbitrage:      

o     shareholder trade activity monitoring;                        

o     trading guidelines;                                           

o     a redemption fee on certain trades in a Fund; and             

     o     selective use of fair value pricing, including daily fair valuation
of foreign securities outside of the Western Hemisphere.

Each of these tools is described in more detail below. Although they are        
designed to discourage short-term trading, none of these tools alone nor all of 
them taken together, can eliminate the possibility that short-term trading      
activity in a Fund will occur. Moreover, each of these tools other than the     
redemption fee, involves judgments that are inherently subjective. Old Mutual   
Capital and its agents seek to make these judgments to the best of their        
abilities in a manner that they believe is consistent with long-term shareholder
interests. For purposes of applying these tools, Old Mutual Capital and its     
agents may                                                                      

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consider an investor's trading history in a Fund, other series of the Trust, and
accounts under common ownership, influence, or control. Old Mutual Capital and  
the Funds may modify these procedures in response to changing regulatory        
requirements or to enhance the effectiveness of the procedures.                 

Trade Activity Monitoring                                                       

Old Mutual Capital and its agents monitor selected trades based on a            
shareholder's trading activity and history in an effort to detect short-term    
trading activities. If as a result of this monitoring Old Mutual Capital or one 
of its agents determines that a shareholder has engaged in short-term trading,  
it will (i) advise the shareholder or use its best efforts to work with the     
Financial Intermediary that holds the account to inform the shareholder that he 
or she must stop such activities, and (ii) use its best efforts to refuse to    
process purchases or exchanges in the shareholder's account. Determining whether
a shareholder has engaged in short-term trading involves judgments that are     
inherently subjective. In making such judgments, Old Mutual Capital and its     
agents seek to act in a manner that they believe is consistent with the best    
interests of long-term Fund shareholders.                                       

The ability of Old Mutual Capital and its agents to monitor trades that are     
placed by the underlying shareholders of Financial Intermediaries is limited.   
Financial Intermediaries often maintain the underlying shareholder accounts and 
do not disclose individual shareholder transaction information. Old Mutual      
Capital and its agents generally rely on the cooperation, willingness, ability, 
and rights of Financial Intermediaries to monitor trading activity in omnibus   
accounts and enforce the Funds' short-term trading policy on shareholders in    
such accounts. There is no assurance that the Financial Intermediaries will in  
all instances cooperate with Old Mutual Capital and its agents in monitoring    
trading activity or enforcing the excessive short-term trading policy. Old      
Mutual Capital and its agents, however, will attempt to apply the excessive     
short-term trading policy uniformly to all Financial Intermediaries.            

Trading Guidelines                                                              

If a shareholder exceeds four exchanges out of a Fund per calendar year, or if a
Fund, Old Mutual Capital, or one of its agents, determines that a shareholder's 
short-term trading activity is detrimental to Fund shareholders (regardless of  
whether or not the activity exceeds these guidelines), the Fund will not        
knowingly accept any additional purchase and exchange orders from such          
shareholder. The Funds and Old Mutual Capital and its agents may accept         
exchanges that are detected under these guidelines if they believe that such    
transactions are not short-term trading activity, for legitimate trading        
purposes, and consistent with the best interests of long-term shareholders. The 
movement out of (redemption) or into (purchase) any series of the Trust and the 
simultaneous purchase and redemption of another series of the Trust is          
considered a single exchange. A Fund may permit exceptions to the four exchange 
limit for wrap accounts that can demonstrate they are following a bona fide     
long-term asset allocation program.                                             

Transactions placed through the same financial intermediary on an omnibus basis 
may be deemed part of a group for purposes of this policy and may be rejected in
whole or in part. Transactions accepted by a Financial Intermediary in violation
of our short-term trading policy are not deemed accepted by a Fund and may be   
cancelled or revoked by the Financial Intermediary. Old Mutual Capital may also 
suspend or terminate a shareholder's exchange privileges if a shareholder       
engages in a disruptive pattern of exchanges. Old Mutual Capital and the Funds  
also reserve the right to delay delivery of redemption proceeds for up to 7     
days; or to honor certain redemptions with securities, rather than cash.        

Redemption/Exchange Fee                                                         

A Fund (except in those cases noted below) will impose a 2.00%                  
redemption/exchange fee on total redemption proceeds before applicable deferred 
sales charges of any shareholder redeeming shares, including redemption by      
exchange, of the Fund within 10 calendar days of purchase. A Fund will impose a 
redemption fee 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 a Fund have                                      

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been held, Old Mutual Capital assumes that shares held by the investor for the  
longest period of time will be sold first. A Fund will retain the fee for the   
benefit of the remaining shareholders.                                          

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, to help minimize the impact the redemption or      
exchange may have on the performance of a Fund, to facilitate Fund management,  
and to offset certain transaction costs and other expenses a Fund incurs because
of the redemption or exchange.                                                  

The Funds will not charge the 2.00% redemption fee on transactions involving the
following:                                                                      

1.    total or partial redemptions of shares by omnibus accounts    
          maintained by Financial Intermediaries such as broker -dealers and
         retirement plans and their service providers that do not have the
systematic capability to process the redemption fees;   

2.    total or partial redemptions of shares by omnibus accounts    
          maintained by Financial Intermediaries such as broker -dealers and
         retirement plans and their service providers that have negotiated
           pre-existing legal covenants and agreements with a Fund to waive or
not to impose redemption fees;                          

   3.    total or partial redemptions effectuated pursuant to an automatic
        non-discretionary rebalancing program or a systematic withdrawal
 plan established with a Fund or a Financial Intermediary;

      4.    redemptions of shares from employer-sponsored retirement plans, such
            as 401(k) plans, which are made in connection with the withdrawal of
an entire plan from a Fund;                             

      5.    redemptions initiated to pay an asset-based fee charged to customers
of certain fee-based or wrap programs; or               

   6.    redemptions initiated by a Fund, as permitted in this Prospectus.

The Funds' goal is to apply the redemption fee to all shares of a Fund          
regardless of the type of account through which the shares are held. That goal  
is not immediately achievable primarily because of systems limitations of       
certain intermediaries and preexisting contrary legal covenants and agreements  
with intermediaries. The Funds will use their best efforts to encourage         
Financial Intermediaries that maintain omnibus accounts that are currently      
unable to support a redemption fee to modify their computer systems to do so and
will attempt to renegotiate legal covenants and agreements with Financial       
Intermediaries that currently prohibit the imposition of such a fee. There is no
guarantee that the Funds will be successful in those efforts.                   

Fair Value Pricing                                                              

As discussed above, the Trust has adopted fair value pricing procedures,        
including the daily fair valuation of certain foreign securities. These methods 
are designed to help ensure that the prices at which Fund shares are purchased  
and redeemed are fair, and do not result in dilution of shareholder interests or
other harm to long-term shareholders.                                           

VALUING PORTFOLIO SECURITIES                                                    

Each Fund prices its investments for which market quotations are readily        
available at market value. Short-term investments are priced at amortized cost, 
which approximates market value. All other investments are priced at fair value 
as determined in good faith by the Board. See "Fair Value Pricing" above. If a  
Fund holds securities quoted in foreign currencies, it translates that price    
into U.S. dollars at                                                            

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current exchange rates. Because foreign markets may be open at different times  
than the NYSE, the price of a Fund's shares may change on days when its shares  
are not available for purchase or sale.                                         

CHOOSING A SHARE CLASS                                                          

Classes of Shares                                                               

Two classes of each Fund are offered by this prospectus: Class A and Class C.   
Each class represents investments in the same portfolio of securities, but each 
class has its own sales charge and expense structure. When choosing a share     
class, you should consult your financial advisor as to which class is most      
suitable for you. Below is a summary of certain features of the two share       
classes:                                                                        

                                                        · Enlarge/Download Table


------------------------------------------- -------------------------------------- -----------------------------------
                                                           Class A                              Class C               
------------------------------------------- -------------------------------------- -----------------------------------
                                                                                                                      
Initial Sales Charge                        up to 5.75%                            None                               
------------------------------------------- -------------------------------------- -----------------------------------
Contingent Deferred Sales Charge ("CDSC")   None (except on redemptions of         1.00% on redemptions within one    
                                            certain large purchases held for       year                               
                                            less than one year)                                                       
------------------------------------------- -------------------------------------- -----------------------------------
Distribution and Service Fees               0.25%                                  1.00%                              
------------------------------------------- -------------------------------------- -----------------------------------
Dividends                                   Generally higher than Class C due to   Generally lower than Class A due   
                                            lower annual expenses                  to higher annual expenses          
------------------------------------------- -------------------------------------- -----------------------------------
Typical Shareholder                         Generally more appropriate for         Generally more appropriate for     
                                            long-term investors                    short-term investors               
------------------------------------------- -------------------------------------- -----------------------------------

The sales charge information in this section of the prospectus can also be      
accessed, free of charge, on the Funds' website, www.OldMutualCapital.com.      

SALES CHARGES                                                                   

Class A Shares                                                                  

A sales charge may be imposed on the purchase of Class A shares of each Fund    
(initial sales charge). You may be eligible to pay a reduced initial sales      
charge or none at all, as described below. The term Public Offering Price used  
below includes the Fund's NAV per share plus any applicable initial sales       
charge.                                                                         

Class A shares of each Fund are currently sold with an initial sales charge     
ranging from 5.75% to 2.00% of the offering price on purchases of up to $1      
million.                                                                        

                                                        · Enlarge/Download Table


--------------------------------------------- -----------------------------------------------------
                                                        Investor's Initial Sales Charge            
--------------------------------------------- -------------------------- --------------------------
                                                                                                   
Amount of Investment in Single Transaction    As a Percentage            As a Percentage           
                                              of the Public Offering     of the Net Amount         
                                              Price                      Invested                  
--------------------------------------------- -------------------------- --------------------------
Less than $100,000                            5.75%                      6.10%                     
--------------------------------------------- -------------------------- --------------------------
$100,000 but less than $250,000               4.50%                      4.71%                     
--------------------------------------------- -------------------------- --------------------------
$250,000 but less than $500,000               3.25%                      3.36%                     
--------------------------------------------- -------------------------- --------------------------

$500,000 but less than $1 million            2.00%                      2.04%                      

--------------------------------------------- -------------------------- --------------------------

$1 million and over                          0%                         0%                         

--------------------------------------------- -------------------------- --------------------------

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Ways to Reduce or Eliminate Class A Initial Sales Charges                       

Certain investors may be eligible to purchase Class A shares at net asset value 
and not pay an initial sales charge. Other investors may be eligible for a      
reduced initial sales charges on purchases of Class A shares. Below are the     
various ways that investors may qualify for a reduction or elimination of       
initial sales charges on purchases of Class A shares. The SAI contains more     
detail on how to qualify for certain of these reductions or eliminations of     
initial sales charges.                                                          

Class A Purchases Not Subject to Initial Sales Charges                          

You will not pay initial sales charges:                                         

o     on purchases of $1 million or more Class A shares of a Fund. However,     
    redemptions of Class A shares of a Fund purchased at net asset value may
   result in your paying a contingent deferred sales charge if such shares
    are redeemed within one year of purchase. See "Class A Purchases Subject
to Contingent Deferred Sales Charge."                               

o     on additional purchases of one or more Funds that result in account       
balances of Class A shares of $1 million or more.                   

o     on shares purchased by reinvesting dividends and distributions.           

o     when exchanging shares among Funds with the same or higher initial sales  
charges (see "General Policies -Exchanges Between Funds" for more   
information on exchanges between Funds).                            

o     when using the reinstatement privilege, which allows you to reinvest all  
      or part of the proceeds from a previous redemption of Fund shares. See the
SAI for more information on the reinstatement privilege.            

o     when a merger, consolidation or acquisition of assets of a Fund occurs.   

o     if you are the Advisor, an affiliated company of the Advisor or a         
Sub-Advisor and you purchase your shares directly through Old Mutual
Investment Partners (the "Distributor").                            

o     if (a) you are a current or retired trustee, officer, employee (each such 
     person referred to hereinafter as an "Employee") of (i) the Advisor, (ii)
      a Sub-Advisor, or (iii) affiliates of the Advisor, Sub-Advisor or of other
mutual funds which are advised by the Advisor or Sub-Advisor, or the
    immediate family member of such persons (including spouse and children),
     or any trust established exclusively for the benefit of an Employee or an
     Employee's immediate family member, (b) you opened your account while you
      or your immediate family member was an Employee, and (c) you purchase your
shares directly through the Distributor.                            

o     if you are an employee benefit plan established for employees of the      
Advisor or its affiliates.                                          

o     if you are a discretionary advised client of the Advisor, Sub-Advisor or  
their affiliates.                                                   

o     if you are a registered representative or employee of selected dealers who
have entered into agreements with the Distributor (or financial     
     institutions that have arrangements with such dealers with respect to the
sale of shares of the Funds) or any member of the immediate family  
(including spouse and children) of any such person, provided that   
    purchases at net asset value are permitted by the policies, and are made
through, of such person's employer.                                 

o     if you are a financial institution trust department with an aggregate     
initial investment of up to $1 million in the Funds.                

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o     if you are a managed account (wrap) program for the benefit of clients of 
    broker-dealers and financial institutions or financial planners adhering
to certain standards established by the Trust that provides asset   
allocation or similar specialized investment services or investment 
    company transaction services for their customers, that charges a minimum
     annual fee for such services, and that has entered into an agreement with
the Distributor or a clearing agent that has an agreement with the  
    Distributor with respect to its use of the Funds in connection with such
services.                                                           

o     if you are a pension, profit-sharing or other employee benefit plans      
  created pursuant to a plan qualified under Section 401 of the Internal
Revenue Code (the "Code") or plans under Section 457 of the Code, or
     employee benefit plans created pursuant to Section 403(b) of the Code and
   sponsored by nonprofit organizations defined under Section 501(c)(3) of
   the Code. See the SAI for applicable restrictions. Participants in such
plans that establish one or more separate accounts with a Fund may  
    include, for purposes of determining any applicable reduction of initial
      sales charges, only the participants' individual investments in the plans.

o     if you are an individual or entity with substantial business relationship 
    with the Funds, the Advisor or their affiliates, as determined by a Vice
 President or more senior officer of the Funds or the Advisor, and you
purchase your shares directly through the Distributor.              

Class A Purchases Eligible for Reductions of Initial Sales Charges              

In addition to the above described reductions in initial sales charges for      
purchases over a certain dollar size, you may also be eligible to participate in
one or more of the programs described below to lower your initial sales charge. 
To be eligible to participate in these programs, you must inform your           
broker-dealer or financial advisor or the Distributor at the time you purchase  
shares that you would like to participate in one or more of the programs and    
provide information necessary to determine your eligibility to participate,     
including the account number(s) and names in which your accounts are registered 
at the time of purchase. In addition, Old Mutual Advisor Funds may request      
account statements if it is unable to verify your account information.          

Rights of Accumulation. Purchases of new Class A shares may be combined with    
Class A shares that you previously purchased for the purpose of qualifying for  
the lower initial sales charge rates that apply to larger purchases. The        
applicable initial sales charge for the new purchase is based on the amount of  
your current purchase and the current value of all Class A shares that you own. 
See the SAI for more information on Rights of Accumulation.                     

Letters of Intent. Under a Letter of Intent (LOI), you commit to purchase a     
specified dollar amount of Class A shares of a Fund during a thirteen-month     
period. The amount you agree to purchase determines the amount of the initial   
sales charge you will pay. If you fail to purchase the full amount of your      
commitment in the LOI within the thirteen-month period, your account will be    
adjusted to the higher initial sales charge for the amount actually invested.   
See the SAI for more information on LOIs.                                       

Concurrent Purchases. You may combine the amount invested in simultaneous       
purchases of Class A and Class C shares of two or more Funds to determine your  
Class A sales charge.                                                           

Purchasers Qualifying for Reductions in Initial Sales Charges                   

Only certain persons or groups are eligible for the reductions in initial sales 
charges described in the preceding section. These qualified purchasers include  
the following:                                                                  

Individuals                                                                     

o     an individual, his or her spouse, or children residing in the same        
household,                                                          

o     any trust established exclusively for the benefit of an individual,       

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Trustees and Fiduciaries                                                        

o     a trustee or fiduciary purchasing for a single trust, estate or fiduciary 
account, and                                                        

Other Groups                                                                    

o     any organized group of persons, whether or not incorporated, purchasing   
   Class A shares of one or more Funds, provided that (i) the organization
    has been in existence for at least six months; and (ii) the organization
has some purpose other than the purchase at a discount of redeemable
securities of a registered investment company.                      

Investors or dealers seeking to qualify orders for a reduced initial sales      
charge must identify such orders at the time of purchase and, if necessary,     
support their qualification for the reduced charge with appropriate             
documentation. Appropriate documentation includes, without limitation, account  
statements regarding Class A shares of the Funds held in all accounts (e.g.,    
retirement accounts) by the investor, and, if applicable, his or her spouse and 
children residing in the same household, including accounts at broker-dealers or
other financial intermediaries different than the broker-dealer of record for   
the current purchase of Fund shares. The Distributor reserves the right to      
determine whether any purchaser is entitled, by virtue of the foregoing, to the 
reduced initial sales charge. No person or entity may distribute shares of any  
Fund without payment of the applicable sales charge other than to persons or    
entities who qualify for a reduction in the sales charge as provided herein.    

Class A Purchases Subject to Contingent Deferred Sales Charges                  

A contingent deferred sales charge (CDSC) will apply to purchases of $1 million 
or more of Class A shares that are redeemed within 12 months of the date of     
purchase. This charge will be of based on the lesser of the value of the shares 
redeemed (excluding reinvested dividends and capital gain distributions) or the 
total original cost of such shares and will be charged at 1% of all purchases of
$1 million or more. In determining whether a contingent deferred sales charge is
payable, and the amount of any such charge, shares not subject to the contingent
deferred sales charge are redeemed first (including shares purchased by         
reinvested dividends and capital gains distributions and amounts representing   
increases from capital appreciation), and then other shares are redeemed in the 
order of purchase. No such charge will be imposed upon exchanges unless the     
shares acquired by exchange are redeemed within 12 months of the date the shares
were originally purchased.                                                      

Class A Purchases Not Subject to Contingent Deferred Sales Charges              

The contingent deferred sales charge will be waived on redemptions of shares    
purchased by an investor in amounts of $1 million or more under the following   
circumstances:                                                                  

o     where such investor's dealer of record, due to the nature of the          
investor's account, notifies the Distributor prior to the time of   
   investment that the dealer waives the payments otherwise payable to the
dealer.                                                             

o     managed account (wrap) programs for the benefit of clients of             
    broker-dealers and financial institutions or financial planners adhering
to certain standards established by the Trust that provide asset    
allocation or similar specialized investment services or investment 
   company transaction services for their customers, that charge a minimum
      annual fee for such services, and that have entered into an agreement with
the Distributor, or a clearing agent that has an agreement with the 
  Distributor, with respect to their use of the Funds in connection with
such services.                                                      

o     on purchases subject to the reinstatement privilege, which allows you to  
   reinvest all or part of the proceeds from a previous redemption of Fund
shares. The reinstatement privilege applies to all types of accounts
      (i.e., regular accounts, retirement accounts, etc.) but new purchases must
be in the same                                                      

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type of account as the previous purchases to be eligible for such   
    privilege. See the SAI for more information on the redemption privilege.

o     on purchases made in connection with a merger, consolidation or           
acquisition of assets of a Fund.                                    

Class C Shares                                                                  

Class C shares are not subject to an initial sales charge but may be sold with a
CDSC.                                                                           

The overall cost per share of investing in Class C shares in amounts greater    
than $1 million is generally higher than the comparable cost of investing in    
similar dollar amounts of Class A shares. Accordingly, the Trust will refuse an 
investor's order to purchase additional Class C shares when, to the knowledge of
the Distributor, the value of all Class C shares of the Funds in all of the     
investor's related accounts exceeds $1 million. For purposes of this policy,    
"related accounts" refers to the accounts that may be aggregated for purposes of
purchasing Class A shares with a reduced initial sales charge, as described     
under "Purchasers Qualifying for Reductions in Initial Sales Charges." In no    
event will the Trust honor an order to purchase more than $1 million of Class C 
shares of the Funds.                                                            

Class C Purchases Not Subject to CDSC.                                          

Certain investors may be eligible to redeem Class C shares without paying a     
CDSC. You will not pay a CDSC:                                                  

o     if you redeem shares acquired through reinvestment of dividends and       
distributions.                                                      

o     on increases in the net asset value of your shares.                       

o     on redemptions pursuant to a Systematic Withdrawal Plan, provided that the
  amounts withdrawn do not exceed 10% of the value of your shares in any
twelve-month period.                                                

o     when using the reinstatement privilege, which allows you to reinvest all  
      or part of the proceeds from a previous redemption of Fund shares. See the
SAI for more information on the redemption privilege.               

o     upon the death of the shareholder or plan participant (if you present a   
  death certificate for the applicable shareholder or plan participant).

o     upon the post-purchase disability (as defined in Section 72(m)(7) of the  
  Internal Revenue Code) of the shareholder or plan participant (if such
   shareholder or plan participant provides a physician's certification of
      such disability and such certification is acceptable in form and substance
 to the Old Mutual Advisor Funds). Pursuant to Section 72(m)(7) of the
      Internal Revenue Code, an individual shall be considered to be disabled if
      she is unable to engage in any substantially gainful activity by reason of
 any medically determinable physical or mental impairment which can be
 expected to result in death or to be of long-continued and indefinite
duration.                                                           

o     on required minimum distributions taken from retirement accounts upon the 
shareholder's attainment of age 70 1/2.                             

o     on total or partial redemptions where the investor's dealer of record     
    notified the Distributor prior to the time of investment that the dealer
would waive the upfront payment otherwise payable to him.           

o     on the liquidation of a shareholders account by the Trust for failure to  
maintain the required minimum account balance.                      

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There may be other situations when you may be able to purchase or redeem Class A
or Class C shares at reduced or without sales charges. Consult the Funds' SAI   
for details.                                                                    

Computing a CDSC                                                                

The CDSC on redemptions of Class A and Class C shares is computed based on the  
lower of their original purchase price or current market value, net of          
reinvested dividends and capital gains distributions. In determining whether to 
charge a CDSC, we will assume that you have redeemed shares on which there is no
CDSC first and, then, shares in the order of purchase.                          

BUYING SHARES                                                                   

Concepts to understand                                                          

Traditional IRA: an individual retirement account. Your contributions may or may
not be deductible depending on your circumstances. Assets grow tax-deferred;    
withdrawals and distributions are taxable in the year made.                     

Spousal IRA: an IRA funded by a working spouse in the name of a nonworking      
spouse.                                                                         

Roth IRA: an IRA with non-deductible contributions, and tax-free growth of      
assets and distributions to pay retirement expenses, provided certain conditions
are met.                                                                        

Coverdell Education Savings Accounts: a savings account with non-deductible     
contributions, and tax-free growth of assets and distributions, if used to pay  
certain educational expenses.                                                   

For more complete IRA information, individuals should call 888.744.5050 or a tax
professional and investment professionals should call 888.772.2888 or a tax     
professional.                                                                   

Minimum Investments                            Initial        Additional        
------------------------------------------- ----------------- ---------------   
------------------------------------------- ----------------- ---------------   

Regular accounts                               $ 2,500        no minimum        
Uniform Gifts/Transfer to Minor Accounts       $   500        no minimum        
Traditional IRAs                               $ 2,000        no minimum        
Roth IRAs                                      $ 2,000        no minimum        
Coverdell Education Savings Accounts           $   500        no minimum        
Systematic Investment Plans (SIP) - I (1)      $   500        $25               
SIP-II (2)                                        None        $50               
----------------                                                                
(1)   If a SIP-I is established, the minimum initial investment for the Fund is 
   $500 along with a monthly systematic investment of $25 or more. The $25
minimum investment for SIPs applies to all types of accounts.       

(2)   An investor may establish a SIP-II with no minimum investment if the      
systematic monthly investment is at least $50.                      

SELLING SHARES                                                                  

You may sell your shares of a Fund by contacting your broker-dealer or other    
financial institution at which you maintain an account. Such financial          
institution may charge you a fee for this service. Sale orders received by the  
Fund's transfer agent or other authorized representatives by 4:00 p.m. Eastern  
time will be priced at the Fund's next calculated NAV per share. The redemption 
price will be reduced by any applicable CDSC. The Fund generally sends payment  
for your shares the business day after your order is received in good order.    
Under unusual circumstances, the Fund may suspend redemptions or postpone       
payment for up to seven days. Also, if the Fund has not yet collected payment   
for the shares you are selling, it may delay paying out the proceeds on your    
sale until payment has been collected, which may take up to 15 days from the    
date of purchase.                                                               

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GENERAL POLICIES                                                                

   o     IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:
          Each Fund is required by federal law to obtain, verify, and record
           information that identifies each person who opens a new account. If
            you do not provide this information, we may not be able to open your
           account. Each Fund reserves the right to close your account or take
           such other action deemed appropriate if it is unable to verify your
identity.                                               

o     Each Fund may reject or suspend acceptance of purchase orders.

o     Each Fund reserves the right to make redemptions in securities
           rather than in cash if the redemption amount exceeds $250,000 or 1%
          of the aggregate net asset value of the Fund in any 90-day period.

o     When placing a purchase, sale, or exchange order through an   
            authorized representative, it is the representative's responsibility
            to promptly transmit your order to the Fund's transfer agent so that
you may receive that same day's NAV per share.          

      o     SEI Trust Company, the custodian for Traditional, Roth and Coverdell
            Education Savings accounts, currently charges a $10 annual custodial
          fee to Traditional and Roth IRA accounts and a $7 annual custodial
     fee to Coverdell Education Savings Accounts. This fee will be
       automatically deducted from your account if not received by the
announced due date, usually in mid-August.              

      o     Because of the relatively high cost of maintaining smaller accounts,
            each Fund charges an annual fee of $12 if your account balance drops
        below the minimum investment amount because of redemptions. Each
         Fund will provide notice of the imposition of this fee; each Fund
         will not impose this fee if you purchase additional shares during
        the notice period to meet the minimum investment amount. Minimum
 investment amounts are identified in the table above. For
        non-retirement accounts, each Fund may, upon prior notice, close
      your account and send you the proceeds if your account balance
           remains below the minimum investment amount for over 60 days due to
your redeeming or exchanging out of the Fund.           

 o     To reduce expenses, only one copy of most financial reports and
       prospectuses may be mailed to households, even if more than one
 person in the household holds shares of a Fund. Call your
           broker-dealer or financial advisor if you need additional copies of
            financial reports or prospectuses. If you do not want the mailing of
           these documents to be combined with those for other members of your
   household, contact your broker-dealer or financial advisor.

     o     If, after one year of initially acquiring Fund shares, the value of
       your investment in any Fund falls below $500, we may ask you to
       purchase additional Fund shares to achieve a minimum balance of
         $500. If you decline to do so, we may redeem your shares and mail
       the proceeds to you. No otherwise applicable redemption fees or
CDSCs will be charged on such redemptions.              

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Exchanges Between Funds                                                         

You may exchange some or all shares of a particular Class of a Fund for the same
Class of another Fund that offers such Class of shares. Class A shares of a Fund
may not be exchanged for Class C shares, and Class C shares of a Fund may not be
exchanged for Class A shares.                                                   

Generally, you will not pay an initial sales charge when you exchange Class A   
shares of two or more Funds. However, you may be required to pay an initial     
sales charge when exchanging from a Fund with a lower initial sales charge than 
the one into which you are exchanging. If you exchange into a Fund whose shares 
are subject to a CDSC, we will calculate the holding period on the date you made
your original purchase and not the date you exchanged your shares.              

If a shareholder exceeds four exchanges out of a Fund per calendar year, or if a
Fund, the Advisor or one of its agents determines, in its sole discretion, that 
a shareholder's short-term trading activity is excessive, the determining party 
or the Fund may, in its discretion, reject any additional purchase and exchange 
orders. In addition, short-term exchanges may be subject to a redemption fee.   
See "Policy Regarding Short-Term or Excessive Trading" on page 38 for details of
the Trust's trading guidelines and redemption fee.                              

Systematic Withdrawal Plan                                                      

Permits you to have payments of $50 or more mailed or automatically transferred 
from your Fund accounts to your designated checking or savings account.         

o Consult your broker, dealer or financial intermediary regarding how to        
establish this feature.                                                         

Note:  You must maintain a minimum account balance of $5,000 or more.           

DISTRIBUTION AND TAXES                                                          

Each Fund pays shareholders dividends from its net investment income and        
distributions from its net realized capital gains, if available. With respect to
the Old Mutual Asset Allocation Moderate Growth and Old Mutual Asset Allocation 
Growth Portfolios, net investment income and distributions from capital gains   
are paid annually. With respect to the Old Mutual Asset Allocation Conservative 
and Old Mutual Asset Allocation Balanced Portfolios, net investment income is   
paid quarterly and distributions from capital gains are paid annually. Dividends
and distributions will be reinvested in your Fund account unless you instruct   
the Fund otherwise. There are no fees on reinvestments. Alternatively, you may  
elect to receive your dividends and distributions in cash in the form of a      
check, wire, or Automated Clearing House transfer.                              

Unless your investment is in an IRA or other tax-exempt account, your dividends 
and distributions will be taxable whether you receive them in cash or reinvest  
them. Dividends (including short-term capital gains distributions) are generally
taxed at the ordinary income rate. However, distributions of qualified dividend 
income and long-term capital gains are taxable to individuals and other         
non-corporate taxpayers at lower rates. The current qualified dividend income   
and long-term capital gains tax rates are provided in the table below.          

A sale or exchange of shares of a Fund, including pursuant to a systematic      
withdrawal plan, may also generate a tax liability unless your account is       
tax-exempt. There are two types of tax liabilities you may incur from a sale or 
exchange: (1) short-term capital gains will apply if you sell or exchange shares
of the Fund within one year after buying them; (2) long-term capital gains will 
apply to shares of Funds sold or exchanged after one year. The table below      
describes the tax rates for each.                                               

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Taxes on Transactions                                                           

The tax status of your distributions for each calendar year will be detailed in 
your annual tax statement from the Fund. Because everyone's tax situation is    
unique, always consult your tax professional about federal, state, and local tax
consequences.                                                                   

Tax Rates Applicable to Sales, Exchanges and Distributions to Individuals and   
Other Non-Corporate Shareholders                                                

                     Tax rate for 15% bracket and   Tax rate for brackets higher
Type of Income       lower                          than 15%                    
-------------------- ------------------------------ ----------------------------

Dividends Generally  Ordinary income rate              Ordinary income rate     

Qualified Dividends  5%                                15%                      

Short-term Capital                                                              
Gains                Ordinary income rate              Ordinary income rate     

Long-term Capital                                                               
Gains                5%                                15%                      

DISTRIBUTION ARRANGEMENTS                                                       

Old Mutual Advisor Funds has four classes of shares, two of which, Class A and  
Class C, are offered by this prospectus. Each Class has the same rights and     
privileges as the other share classes of the Fund, except that: (i) each Class  
is subject to different sales charges (loads); (ii) each class is subject to    
different distribution fees, which, if applicable, are paid pursuant to a       
Distribution Plan adopted under Rule 12b-1 of the Investment Company Act of     
1940; (iii) each class may be subject to different service fees, which, if      
applicable, are paid pursuant to a Service Plan that may or may not be adopted  
under Rule 12b-1 of the Investment Company Act of 1940; (iv) exchanges are not  
permitted between the various share classes but only among the same class; and  
(v) each class has exclusive voting rights with respect to matters affecting    
only that class.                                                                

The Trust, on behalf of Class A and Class C shares of the Funds, has adopted    
Distribution Plans and a Service Plan pursuant to which each Fund pays          
distribution fees to the Funds' distributor, Old Mutual Investment Partners, and
service fees to Old Mutual Investment Partners, brokers, dealers or other       
financial intermediaries. Distribution fees are paid for the sale and           
distribution of a Fund's shares. Service fees are paid for providing or         
arranging for others to provide personal services to shareholders and/or        
maintenance of such shareholders' accounts. All or a substantial portion of the 
distribution and service fees that are paid to Old Mutual Investment Partners   
are re-allowed to the dealer of record or entity providing personal shareholder 
services. Because distribution and service fees are paid out of a Fund's Class A
and Class C assets on an on-going basis, over time these fees will increase the 
cost of your investment and may cost you more than paying other types of sales  
charges. See "Fund Summaries" and "Choosing a Share Class" for details on the   
distribution and service fees.                                                  

REVENUE SHARING                                                                 

Payments by Old Mutual Investment Partners or its Affiliates                    

The financial intermediary through which you purchase your shares may receive   
all or a portion of the sales charges and the distribution and service fees     
discussed in the "Choosing a Share Class" section of this prospectus. Financial 
intermediaries may include financial planners or financial advisors, brokers,   
dealers, banks, registered investment advisors, and 401(k) or other retirement  
plan administrators. In addition to those payments, the Distributor or one or   
more of its corporate affiliates may, from time to time, make payments from its 
own resources to these financial intermediaries. These "revenue sharing"        

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payments are made in exchange for certain services provided by the intermediary,
such as placing the Trust and its Funds on the intermediary's sales system or   
placing the Trust and its Funds on the intermediary's preferred or recommended  
list. The Distributor may also pay intermediaries for administrative or         
recordkeeping support services and/or marketing support. Administrative and     
recordkeeping support services may include transaction processing or account    
maintenance activities (such as processing purchases, redemptions, or exchanges 
or producing customer account statements or tax statements) sub-accounting      
services, answering shareholder inquiries relating to the Trust and its Funds,  
delivering proxy statements, annual reports, updated prospectuses and other     
communications, and other recordkeeping services relating to investments in the 
Funds. Marketing support payments include payments for conferences and seminars,
investor and dealer--sponsored events, educating sales personnel of the         
intermediary, placement on sales lists and access (in some cases on a           
preferential basis over competitors of the Trust) to sales meetings and         
salespeople of the intermediary. In addition, intermediaries may receive        
non-cash compensation, such as promotional merchandise bearing the Trust's logo.

From time to time, the Distributor may also pay "networking fees" to            
broker-dealers who process fund transactions through an automated mutual fund   
clearinghouse, which reduces the Trust's costs in processing shareholder        
transactions. These networking fees compensate the broker for its expenses in   
processing transactions through the clearinghouse. The Trust may pay a portion  
of the total networking fees paid to a broker.                                  

The Distributor or its affiliates may compensate financial intermediaries       
differently depending on the nature and extent of the services they provide.    
Intermediaries may earn profits on these payments, since the amount of the      
payment may exceed their cost in providing the service. Certain of these        
payments are subject to limitations under applicable law.                       

The Distributor may also make non-service, compensation related payments, at its
expense, to dealers or other financial intermediaries at an annual rate         
specified in writing by the Distributor. These payments generally represent a   
percentage of a qualifying dealer's or intermediary's sales and/or the value of 
Fund shares within a qualifying dealer's or intermediary's client accounts.     

The Distributor is motivated to make these payments since, in certain           
circumstances, they promote the sale of Fund shares and the retention of those  
investments by clients of the intermediary. The Advisor may also benefit from   
the Distributor's activity through increased advisory fees resulting from       
additional assets acquired through sale of Fund shares through such             
intermediaries.                                                                 

Payments by Old Mutual Advisor Funds                                            

Like the Distributor, the Trust may, from time to time, make payments to        
intermediaries that provide administrative or recordkeeping support services, as
described above. From time to time, the Trust may also pay networking fees to   
brokers, up to certain limits.                                                  

You can find further details in the SAI about these payments and the services   
provided in return by intermediaries. You can speak to your financial           
intermediary for more information about the payments made by the Distributor or 
the Trust to such intermediary. In certain cases, the payments could be         
significant and may cause a conflict of interest for your intermediary.         

FINANCIAL HIGHLIGHTS                                                            

[To be added by amendment.]                                                     

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For More Information                                                            

Old Mutual Advisor Funds                                                        

For investors who want more information about the Funds, the following documents
are available free upon request:                                                

Statement of Additional Information (SAI)                                       

Provides more information about the Funds and is incorporated into this         
Prospectus by reference.                                                        

Annual/Semi-Annual Reports                                                      

Provide financial and performance information about the Funds and their         
investments and a discussion of the market conditions and investment strategies 
that significantly affected each Fund's performance during the last fiscal year 
or half-year.                                                                   

To obtain the SAI, Annual/Semi-Annual Reports or other information and for      
shareholder inquiries, contact your broker, dealer or financial advisor or call 
the Funds toll-free at 888.744.5050.                                            

Reports and other information about Old Mutual Advisor Funds (including the SAI)
can 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 the SEC at 1.202.942.8090. Reports and other information about Old   
Mutual Advisor Funds are also available on the EDGAR database on the SEC's      
Internet site at http://www.sec.gov and copies of this information may be       
obtained, after paying a duplicating fee, by sending your written request to the
SEC's Public Reference Section, Washington, D.C. 20549-0102, or by electronic   
request at publicinfo@sec.gov.                                                  

A description of the guidelines that the Funds or the Funds' investment         
adviser/sub-advisers use to vote proxies relating to portfolio securities is    
available without charge (i) upon request, by calling 888.744.5050, and (ii) on 
the SEC's website at http://www.sec.gov; and information regarding how the Funds
voted proxies relating to portfolio securities during the most recent 12-month  
period will be available without charge (1) on the Old Mutual Advisor Funds'    
website at http://www.OldMutualCapital.com, (2) by calling 888.744.5050, and (3)
on the SEC's website at http://www.sec.gov. Old Mutual Advisor Funds has adopted
a Code of Ethical Conduct pursuant to section 406 of the Sarbanes-Oxley Act. You
may obtain a copy of this Code of Ethical Conduct upon request by calling       
888.744.5050 or by visiting Old Mutual Advisor Funds' website at                
http://www.OldMutualCapital.com.                                                

Investment Adviser                                                              
Old Mutual Capital, Inc.                                                        
4643 South Ulster Street, Suite 600                                             
Denver, CO 80237                                                                

Distributor                                                                     
Old Mutual Investment Partners                                                  
4643 South Ulster Street, Suite 600                                             
Denver, CO 80237                                                                

Website: www.OldMutualCapital.com                                               
Shareholder Services:               888.744.5050                                
Investment Professionals:  888.772.2888                                         

SEC file number                                                                 
811-21587                                                                       

OMAF-PRO __________                                                             

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         Class Z and                                                                                  

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         November 28, 2005                                                                            

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Old Mutual Advisor Funds                                                                              
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o     Old Mutual Asset Allocation Conservative                                                        

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o     Old Mutual Asset Allocation Balanced Portfolio  [Liberty Ridge Capital, Inc. logo]              

o     Old Mutual Asset Allocation Moderate Growth     [Provident Investment Counsel logo]             
      Portfolio                                                                                       

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o     Old Mutual Asset Allocation Growth Portfolio                                                    

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[Old Mutual logo]                                                               

The Securities and Exchange Commission has not approved or disapproved the      
Funds' shares or determined whether this Prospectus is accurate or complete.    
Anyone who tells you otherwise is committing a crime.                           

------------------------------------------------------------ -------------------

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An Introduction to the Old Mutual Advisor Funds (R)                             
and this Prospectus                                                             

Old Mutual Advisor Funds (the "Trust") is a mutual fund that offers a convenient
and economical means of investing in professionally managed portfolios of       
securities, called funds ("Funds"). This Prospectus offers Class Z and          
Institutional Class Shares of each Fund listed on the cover.                    

Each Fund has its own investment goal and strategies for reaching that goal.    
Before investing, make sure the Fund's goal matches your own.                   

The Funds offered by this Prospectus are generally designed for long-term       
investors, such as those saving for retirement, or investors that want a fund   
that seeks to outperform the market in which it invests over the long-term.     
These Funds may not be suitable for investors who are pursuing a short-term     
investment goal, such as investing emergency reserves. Some of these Funds may  
not be suitable for investors who require regular income or stability of        
principal.                                                                      

INVESTMENT ADVISER

Old Mutual Capital, Inc. (the "Advisor") is the investment adviser for each     
Fund. The Advisor has retained sub-advisers (each a "Sub-Advisor") to assist in 
managing the Funds. For information about the Sub-Advisors, see page ___ of the 
Prospectus. The Advisor also has entered into a sub-advisory arrangement with   
Ibbotson Associates Advisors, LLC ("Ibbotson") to provide it with research on   
asset allocation for each Fund.                                                 

This Prospectus contains important information you should know before investing 
in any Fund and as a shareholder in a Fund. This information is arranged into   
different sections for easy reading and future reference. To obtain more        
information about the Funds, please refer to the back cover of this Prospectus. 

[Side panel]                                                                    

--------------------------------------------------------------------------------

What the Funds Are -- And Aren't                                                

The Funds are mutual Funds -- pooled investments that are professionally managed
and provide the opportunity to participate in financial markets. The Funds      
strive to meet their stated goals, although, as with all mutual funds, they     
cannot offer guaranteed results. As with any mutual fund, there is always a risk
that you may lose money on your investment in a Fund.                           

An investment in a Fund is not a bank deposit. It is not insured by the Federal 
Deposit Insurance Corporation ("FDIC") or any other government agency.          

--------------------------------------------------------------------------------

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FUND SUMMARIES                                                                  
--------------------------------------------------------------------------------

Old Mutual Asset Allocation Conservative Portfolio............................2 
Old Mutual Asset Allocation Balanced Portfolio................................7 
Old Mutual Asset Allocation Moderate Growth Portfolio........................13 
Old Mutual Asset Allocation Growth Portfolio.................................19 

MORE ABOUT THE FUNDS                                                            
--------------------------------------------------------------------------------

Investment Strategies.........................................................24
Risks and Returns.............................................................25

THE ADVISOR                                                                     
& SUB-ADVISORS                                                                  
--------------------------------------------------------------------------------

The Advisor...................................................................38
Strategic Asset Allocation Consultant.........................................38
The Sub-Advisors..............................................................39
The Portfolio Managers........................................................46

YOUR INVESTMENT                                                                 
--------------------------------------------------------------------------------

Your Share Price..............................................................51
Fair Value Pricing............................................................51
Policy Regarding Excessive or Short-Term Trading..............................52
Valuing Portfolio Securities..................................................54
Buying Shares.................................................................55
Selling Shares................................................................56
General Policies..............................................................56
Distribution and Taxes........................................................58
Distribution Arrangements.....................................................59
Revenue Sharing...............................................................59

FINANCIAL HIGHLIGHTS                                                            
--------------------------------------------------------------------------------

Financial Highlights..........................................................61

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Old Mutual Asset Allocation Conservative Portfolio                              

GOAL                                                                            

The Fund seeks to provide investors with current income and preservation of     
capital.                                                                        

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 30% of 
its total assets in equity securities of large, medium and small sized          
companies, 50% of its total assets in long- or intermediate-term fixed income   
securities and 20% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 20-40% of its total assets in equity securities of large, medium  
and small sized companies, 40-60% of its total assets in long- or               
intermediate-term fixed income securities and 10-30% of its total assets in     
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategies     
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, real estate investment trusts ("REITs"), and    
companies undergoing special situations or events.                              

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          

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o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          

3 

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sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work with the Advisor to monitor the asset          
allocation strategy and the performance and style consistency of the            
Sub-Advisors. Based on the data provided by Ibbotson and the Advisor's own risk 
analysis, the Advisor will invest cash flows and reallocate assets among the    
Fund's Sub-Advisors.                                                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in fixed income and money market securities, the  
Fund is subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

As the Fund also invests in equity securities, the Fund is also subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when                                                                            

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it would not otherwise do so. These transactions could accelerate the           
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page ___.  

PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Institutional Class shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

No performance information is shown for Class Z shares as this share class is   
new.                                                                            

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Institutional Class   
shares and after-tax returns for Class Z shares will vary.                      

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


          Total Returns for the 12 Months ended September 30, 2005 and                                                 
      the Period from Inception (September 24, 2004) to September 30, 2005                                             

-------------------------------------------------------------------------------- ---------------- ---------------------
                                                                                                                       
Institutional Class                                                                 One Year        Since Inception    
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return Before Taxes (1)                                                          ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions                                              ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                      ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lehman Aggregate Bond Index (2)                                                       ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                            ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lipper ______________ Index (2)                                                       ____%              ____%         

-------------------------------------------------------------------------------- ---------------- ---------------------

(1)   The Fund's Institutional Class year-to-date return as of September 30,    
2005 was ______%.                                                   

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

      The Lehman Aggregate Bond Index is ______________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund. These fees and expenses are identical for 
Class Z shares and Institutional Class shares.                                  

Fees and Expenses Table                                                         

Shareholder Fees                                                                
(fees paid directly from your investment)                                       
Maximum Sales Charge (Load)                                       None          
(as a percentage of offering price)                                             
Maximum Deferred Sales Charge (Load)                              None          
(as a percentage of original purchase price)                                    
Redemption Fee(1)                                                 2.00%         
(as a percentage of amount redeemed)                                            
Annual Fund Operating Expenses                                                  
(expenses that are deducted from Fund assets)                                   
Management Fees                                                   0.85%         
Distribution (12b-1) Fees                                         None          
Other Expenses                                                                  

Service Fees                                                   None       
Other Operating Expenses                                      __.___%     
Total Other Expenses                                          __.___%     
Total Annual Operating Expenses                                  __.___%        
Fee Waivers and/or Expense Reimbursement                         -_.___%        
Net Expenses (2)                                                 __.___%        

(1) Imposed on redemption within 10 calendar days of purchase.                  

(2) The Advisor has contractually agreed to waive advisory fees or absorb Fund  
expenses as necessary to maintain the Fund's net expenses at the levels shown   
above until at least December 31, 2006. To the extent that the Advisor waives   
advisory fees or absorbs operating expenses of a Fund, the Advisor may seek     
payment of such waived fees or reimbursement of such absorbed expenses within   
two fiscal years after the fiscal year in which fees were waived or expenses    
were absorbed, so long as the Fund's assets are greater than $75 million, such  
payment or reimbursement does not cause the Fund's net expenses to exceed the   
levels shown above and the payment or reimbursement was approved by the Board of
Trustees of the Trust (the "Board").                                            

EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower. The example is       
identical for Class Z shares and Institutional Class shares.                    

Your Cost Over:      1 Year         3 Years        5 Years       10 Years       

6 

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Old Mutual Asset Allocation Balanced Portfolio                                  

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation and current       
income.                                                                         

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 60% of 
its total assets in equity securities of large, medium and small sized          
companies, 25% of its total assets in long- or intermediate-term fixed income   
securities and 15% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 50-70% of its total assets in equity securities of large, medium  
and small sized companies, 15-35% of its total assets in long- or               
intermediate-term fixed income securities and 5-25% of its total assets in      
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategies     
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          

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o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          

8 

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sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work with the Advisor to monitor the asset          
allocation strategy and the performance and style consistency of the            
Sub-Advisors. Based on the data provided by Ibbotson and the Advisor's own risk 
analysis, the Advisor will invest cash flows and reallocate assets among the    
Fund's Sub-Advisors.                                                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests in equity securities, the Fund is subject to price          
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

As the Fund also invests in fixed income and money market securities, the Fund  
also is subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when                                                                            

9 

485APOS 82nd Page of 337 TOC 1st Previous Next Bottom Just 82nd

it would not otherwise do so. These transactions could accelerate the           
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page ___.  

PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Institutional Class shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

No performance information is shown for Class Z shares as this share class is   
new.                                                                            

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Institutional Class   
shares and after-tax returns for Class Z shares will vary.                      

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                               
        Period from Inception (September 24, 2004) to September 30, 2005                                               
-------------------------------------------------------------------------------- ---------------- ---------------------
                                                                                                                       
Institutional Class                                                                 One Year        Since Inception    
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return Before Taxes (1)                                                          ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions                                              ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                      ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lehman Aggregate Bond Index (2)                                                       ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                            ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lipper ______________ Index (2)                                                       ____%              ____%         

-------------------------------------------------------------------------------- ---------------- ---------------------

(1)   The Fund's Institutional Class year-to-date return as of September 30,    
2005 was ______%.                                                   

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

      The Lehman Aggregate Bond Index is ______________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

10

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund. These fees and expenses are identical for 
Class Z shares and Institutional Class shares.                                  

Fees and Expenses Table                                                         

Shareholder Fees                                                                
(fees paid directly from your investment)                                       
Maximum Sales Charge (Load)                                       None          
(as a percentage of offering price)                                             
Maximum Deferred Sales Charge (Load)                              None          
(as a percentage of original purchase price)                                    
Redemption Fee(1)                                                 2.00%         
(as a percentage of amount redeemed)                                            
Annual Fund Operating Expenses                                                  
(expenses that are deducted from Fund assets)                                   
Management Fees                                                   0.90%         
Distribution (12b-1) Fees                                         None          
Other Expenses                                                                  

Service Fees                                                   None       
Other Operating Expenses                                      __.___%     
Total Other Expenses                                          __.___%     
Total Annual Operating Expenses                                  __.___%        
Fee Waivers and/or Expense Reimbursement                         -_.___%        

Net Expenses(2)                                                  __.___%        

(1) Imposed on redemption within 10 calendar days of purchase.                  

(2) The Advisor has contractually agreed to waive advisory fees or absorb Fund  
expenses as necessary to maintain the Fund's net expenses at the levels shown   
above until at least December 31, 2006. To the extent that the Advisor waives   
advisory fees or absorbs operating expenses of a Fund, the Advisor may seek     
payment of such waived fees or reimbursement of such absorbed expenses within   
two fiscal years after the fiscal year in which fees were waived or expenses    
were absorbed, so long as the Fund's assets are greater than $75 million, such  
payment or reimbursement does not cause the Fund's net expenses to exceed the   
levels shown above and the payment or reimbursement was approved by the Board.  

11

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower. The example is       
identical for Class Z shares and Institutional Class shares.                    

Your Cost Over:        1 Year       3 Years       5 Years        10 Years       

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Old Mutual Asset Allocation Moderate Growth Portfolio                           

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation.                  

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 80% of 
its total assets in equity securities of large, medium and small sized          
companies, 10% of its total assets in long- or intermediate-term fixed income   
securities and 10% of its total assets in short-term fixed income and money     
market instruments. However, the Fund has the flexibility to invest             
approximately 70-90% of its total assets in equity securities of large, medium  
and small sized companies, 0-20% of its total assets in long- or                
intermediate-term fixed income securities and 0-20% of its total assets in      
short-term fixed income securities and money market instruments. The Advisor    
will evaluate these allocation ranges at least annually.                        

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategies     
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          

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o     U.S. Small Cap Growth                                         
o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          

14

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sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize return and minimize risk based on the particular 
investment objective. Once the asset allocation strategy is developed, Ibbotson 
seeks to recommend Sub-Advisors by asset class that it believes can maximize the
value of the Fund. Once assets are distributed among the applicable             
Sub-Advisors, Ibbotson will work with the Advisor to monitor the asset          
allocation strategy and the performance and style consistency of the            
Sub-Advisors. Based on the data provided by Ibbotson and the Advisor's own risk 
analysis, the Advisor will invest cash flows and reallocate assets among the    
Fund's Sub-Advisors.                                                            

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in equity securities, the Fund is subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller medium sized market capitalizations because they tend to have more 
limited product lines, markets and financial resources and may be dependent on a
smaller management group than larger, more established companies.               

As the Fund also invests in fixed income and money market securities, the Fund  
is also subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and        
asset-backed securities are also sensitive to the rate of principal prepayments 
on the underlying assets.                                                       

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when                                                                            

15

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it would not otherwise do so. These transactions could accelerate the           
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page ___.  

PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Institutional Class shares, including applicable      
maximum sales charges, as of September 30, 2005 with broad measures of market   
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

No performance information is shown for Class Z shares as this share class is   
new.                                                                            

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Institutional Class   
shares and after-tax returns for Class Z shares will vary.                      

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                           
        Period from Inception (September 24, 2004) to September 30, 2005                                           
----------------------------------------------------------------------------- --------------- ---------------------
                                                                                                                   
Institutional Class                                                              One Year       Since Inception    
----------------------------------------------------------------------------- --------------- ---------------------
     Return Before Taxes (1)                                                      ____%              ____%         
----------------------------------------------------------------------------- --------------- ---------------------
     Return After Taxes on Distributions                                          ____%              ____%         
----------------------------------------------------------------------------- --------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                  ____%              ____%         
----------------------------------------------------------------------------- --------------- ---------------------
Lehman Aggregate Bond Index (2)                                                   ____%              ____%         
----------------------------------------------------------------------------- --------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                        ____%              ____%         
----------------------------------------------------------------------------- --------------- ---------------------
Lipper ______________ Index (2)                                                   ____%              ____%         

----------------------------------------------------------------------------- --------------- ---------------------

(1)   The Fund's Institutional Class year-to-date return as of September 30,    
2005 was ______%.                                                   

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

      The Lehman Aggregate Bond Index is ______________________________________.

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

16

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund. These fees and expenses are identical for 
Class Z shares and Institutional Class shares.                                  

Fees and Expenses Table                                                         

Shareholder Fees                                                                
(fees paid directly from your investment)                                       
Maximum Sales Charge (Load)                                       None          
(as a percentage of offering price)                                             
Maximum Deferred Sales Charge (Load)                              None          
(as a percentage of original purchase price)                                    
Redemption Fee(1)                                                 2.00%         
(as a percentage of amount redeemed)                                            
Annual Fund Operating Expenses                                                  
(expenses that are deducted from Fund assets)                                   
Management Fees                                                   0.90%         
Distribution (12b-1) Fees                                         None          
Other Expenses                                                                  

Service Fees                                                   None       
Other Operating Expenses                                      __.___%     
Total Other Expenses                                          __.___%     
Total Annual Operating Expenses                                  __.___%        
Fee Waivers and/or Expense Reimbursement                        -__.___%        
Net Expenses(2)                                                  __.___%        

(1)   Imposed on redemption within 10 calendar days of purchase.                

(2) The Advisor has contractually agreed to waive advisory fees or absorb Fund  
expenses as necessary to maintain the Fund's net expenses at the levels shown   
above until at least December 31, 2006. To the extent that the Advisor waives   
advisory fees or absorbs operating expenses of a Fund, the Advisor may seek     
payment of such waived fees or reimbursement of such absorbed expenses within   
two fiscal years after the fiscal year in which fees were waived or expenses    
were absorbed, so long as the Fund's assets are greater than $75 million, such  
payment or reimbursement does not cause the Fund's net expenses to exceed the   
levels shown above and the payment or reimbursement was approved by the Board.  

17

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EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower. The example is       
identical for Class Z shares and Institutional Class shares.                    

Your Cost Over:     1 Year        3 Years    5 Years            10 Years        

18

485APOS 91st Page of 337 TOC 1st Previous Next Bottom Just 91st


Old Mutual Asset Allocation Growth Portfolio                                    

GOAL                                                                            

The Fund seeks to provide investors with capital appreciation.                  

MAIN INVESTMENT STRATEGIES                                                      

The Fund's assets will be managed according to a three-step process: (1) the    
Advisor's allocation of the Fund's assets among equity, fixed income and money  
market securities; (2) the selection of Sub-Advisors, based upon Ibbotson's     
recommendations related to appropriate market sectors and investment strategies;
and (3) the selection of individual investments by each Sub-Advisor.            

Under normal market conditions, the Fund expects to invest approximately 95% of 
its total assets in equity securities of large, medium and small sized          
companies, and 5% of its total assets in long-, intermediate- or short-term     
fixed income securities and money market instruments. However the Fund has the  
flexibility to invest approximately 85-100% of its total assets in equity       
securities of large, medium and small sized companies and up to 15% of its total
assets in long-, intermediate or short-term fixed income securities and money   
market instruments. The Advisor will evaluate these allocation ranges at least  
annually.                                                                       

The individual securities to be held by the Fund will be selected by the        
appropriate Sub-Advisors according to a Sub-Advisor's investment strategies     
employed for the Fund, as described in "The Sub-Advisors" section of this       
prospectus.                                                                     

Depending on the Advisor's strategic allocations (after reviewing Ibbotson's    
recommendations), the fixed income securities in which the Fund is expected to  
invest include, but are not limited to, U.S. government securities, corporate   
bonds, lower-rated (junk) bonds, foreign bonds, zero coupon and pay-in-kind     
securities, mortgage-backed securities, stripped mortgage-backed securities and 
asset-backed securities. Based on the Advisor's strategic allocations (after    
reviewing Ibbotson's recommendations), the Fund may also invest in foreign      
equity securities, derivatives, REITs, and companies undergoing special         
situations or events.                                                           

With respect to the Fund's equity securities, based upon Ibbotson's asset       
allocation models, and consistent with the Fund's goal, a Sub-Advisor may employ
a growth investment, value investment or growth and value blend investment      
strategy. Depending on the Advisor's strategic allocations (after reviewing     
Ibbotson's recommendations), the Fund also may invest in the equity securities  
of technology or communications companies. The Sub-Advisors will manage the     
Fund's assets allocated to equity investments in one or more of the following   
strategic categories, in accordance with the Advisor's strategic allocations:   

o     U.S. All Cap Blend                                            
o     U.S. All Cap Value                                            
o     U.S. Large Cap Blend                                          
o     U.S. Large Cap Growth                                         
o     U.S. Large Cap Value                                          
o     U.S. Mid Cap Equity                                           
o     U.S. Mid Cap Growth                                           
o     U.S. Mid Cap Value                                            
o     U.S. Small Cap Blend                                          
o     U.S. Small Cap Growth                                         

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o     U.S. Small Cap Value                                          
o     U.S. Small-Mid Cap Value                                      
o     REITs                                                         
o     International Large Cap Equity                                
o     Emerging Markets Equity                                       

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these equity strategies at any one point in time. Accordingly (after reviewing  
Ibbotson's recommendations), at any given point in time, the Advisor may not    
allocate Fund assets to every Sub-Advisor that employs an equity strategy.      

The Sub-Advisors will manage the Fund's assets allocated to fixed income        
investments in one or more of the following strategic categories, in accordance 
with the Advisor's strategic allocations:                                       

o     U.S. Intermediate-Term Fixed Income                           
o     U.S. Core Fixed Income                                        
o     U.S. High Yield Fixed Income                                  
o     International Bond                                            

The U.S. Core Fixed Income category represents a blend of various U.S.          
dollar-denominated fixed income securities, which may include investment grade  
corporate bonds, mortgage-backed securities, and U.S. government, agency and    
instrumentality debt obligations, with remaining maturities typically in the 1  
to 30 year range.                                                               

Based on the Advisor's strategic allocations, the Fund may not employ all of    
these fixed income strategies at any one point in time. Accordingly (after      
reviewing Ibbotson's recommendations), at any given point in time, the Advisor  
may not allocate Fund assets to every Sub-Advisor that employs a fixed income   
strategy.                                                                       

The Fund may also invest in other investment companies that are unaffiliated    
with the Fund, including exchange-traded funds (such as Standard & Poor's       
Depository Receipts ("SPDRs") and iShares) and closed-end funds. The Fund will  
invest in these securities primarily to obtain exposure to particular market or 
industry sectors in circumstances when it is not economical for the Fund to     
invest directly in the underlying holdings. The Fund may not: (i) own more than 
3% of the voting stock of any investment company; (ii) invest more than 5% of   
total Fund assets in any one investment company; or (iii) invest more than 10%  
of total Fund assets in investment companies as a whole.                        

The Advisor will allocate the assets of the Fund to one or more investment      
strategies of individual Sub-Advisors based upon asset allocation models        
developed by Ibbotson, which serves as the strategic asset allocation           
consultant. The Advisor generally will not try to pinpoint the precise movement 
when a major reallocation should be made, but rather it will review the Fund's  
allocation and make changes gradually to favor sub-advisory pools that it       
believes, after consideration of data provided by Ibbotson, will provide the    
most favorable outlook for achieving the Fund's goal. The Advisor will effect   
its allocations by (i) directing proceeds from new investments in Fund shares to
particular investment strategies of certain Sub-Advisors, (ii) withdrawing      
assets, upon redemptions of Fund shares, from particular investment strategies  
of certain Sub-Advisors, or (iii) reallocating assets from one Sub-Advisor or   
investment strategy to another.                                                 

Ibbotson will work with the Advisor to establish the basic design and structure 
of asset allocation models for the Fund. Each model will represent a particular 
asset allocation strategy intended to achieve that Fund's particular investment 
objective. Ibbotson uses two major methods, mean variance analysis and          
sensitivity analysis, to determine the combination of asset classes that it     
believes is likely to maximize                                                  

20

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return and minimize risk based on the particular investment objective. Once the 
asset allocation strategy is developed, Ibbotson seeks to recommend Sub-Advisors
by asset class that it believes can maximize the value of the Fund. Once assets 
are distributed among the applicable Sub-Advisors, Ibbotson will work with the  
Advisor to monitor the asset allocation strategy and the performance and style  
consistency of the Sub-Advisors. Based on the data provided by Ibbotson and the 
Advisor's own risk analysis, the Advisor will invest cash flows and reallocate  
assets among the Fund's Sub-Advisors.                                           

MAIN INVESTMENT RISKS                                                           

The value of your investment in the Fund may go down, which means you could lose
money.                                                                          

As the Fund invests primarily in equity securities, the Fund is subject to price
fluctuations in the overall equity markets and from factors affecting individual
companies or industries.                                                        

The prices of equity securities held by the Fund will fluctuate. These price    
movements may occur because of changes in the financial markets, the company's  
individual situation, or industry changes. These risks are greater for companies
with smaller and medium sized market capitalizations because they tend to have  
more limited product lines, markets and financial resources and may be dependent
on a smaller management group than larger, more established companies.          

As the Fund also invests in fixed income and money market securities, the Fund  
is also subject to fluctuations in interest rates and reductions in an issuer's 
credit quality.                                                                 

The Fund's investment in fixed income securities will be subject to risk        
associated with changes in interest rates generally and the credit quality of   
the individual fixed income securities held. The prices of mortgage- and asset- 
backed securities are also sensitive to the rate of principal prepayments on the
underlying assets.                                                              

The Fund's investment in securities of foreign issuers will be subject to risks 
not typically associated with securities of domestic issuers. Foreign issuers,  
especially issuers located in emerging markets, can be riskier and more volatile
than investments in the U.S. market. Adverse political and economic             
developments, changes in the value of foreign currency, differences in tax and  
accounting standards, and difficulties in obtaining information about foreign   
companies can all negatively affect investment decisions.                       

Derivatives may involve a high degree of leverage and, therefore, a small,      
negative price movement in a derivative may result in substantial loss to the   
Fund. REITs may expose a Fund to risks similar to those associated with direct  
investments in real estate, including changes in interest rates, overbuilding,  
increased property taxes or regulatory actions. With respect to investments in  
companies undergoing special situations or events, there is no guarantee that   
the situation or event that is hampering a company will improve or be resolved  
successfully.                                                                   

When the Fund invests in other investment companies, the Fund bears both its own
fees and expenses and, indirectly, those of the other investment companies. In  
addition, closed-end fund shares customarily trade on a securities exchange and 
are subject to price volatility resulting from market price discounts from or   
premiums over the fund's net asset value per share.                             

The unique nature of the Fund's allocation of assets among multiple sub-advisers
may result in periodic reallocations or rebalancings, as recommended by         
Ibbotson, which could have an adverse effect on Fund performance to the extent  
that a Sub-Advisor is required to sell securities or to invest cash at times    
when it would not otherwise do so. These transactions could accelerate the      
realization of taxable income if the sales of securities resulted in gains and  
could increase transaction costs.                                               

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Although the Fund strives to achieve its goal, it cannot guarantee that the goal
will be achieved.                                                               

Your investment in the Fund is not a bank deposit. It is not insured or         
guaranteed by the FDIC or any other government agency.                          

For more information on this Fund's investment strategies and the associated    
risks, please refer to the More About the Funds section beginning on page ___.  

PERFORMANCE INFORMATION                                                         

This table illustrates the variability of the Fund's returns by giving some     
indication of the risks of an investment in the Fund by comparing the           
performance of the Fund's Institutional Class shares, including applicable      
maximum sales charges, as of September 30, 2005 with a broad measure of market  
performance and the returns of an index of funds with similar investment        
objectives.                                                                     

No performance information is shown for Class Z shares as this share class is   
new.                                                                            

We calculate after-tax returns using the historical highest individual federal  
marginal income tax rates and we do not reflect the effect of state and local   
taxes. Actual after-tax returns depend on your tax situation and may differ from
those shown. After-tax returns shown are not relevant if you own your Fund      
shares through tax-deferred arrangements, such as 401(k) plans or individual    
retirement accounts. After-tax returns are shown for only Institutional Class   
shares and after-tax returns for Class Z shares will vary.                      

The Fund's past performance (before and after taxes) is not necessarily an      
indication of how the Fund will perform in the future.                          

                                                        · Enlarge/Download Table


        Total Returns for the 12 Months ended September 30, 2005 and the                                               
        Period from Inception (September 24, 2004) to September 30, 2005                                               

-------------------------------------------------------------------------------- ---------------- ---------------------
                                                                                                                       
Institutional Class                                                                 One Year        Since Inception    
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return Before Taxes (1)                                                          ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions                                              ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
     Return After Taxes on Distributions and Sale of Fund Shares                      ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Standard & Poor's SuperComposite 1500 (S&P 1500) Index (2)                            ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------
Lipper ______________ Index (2)                                                       ____%              ____%         
-------------------------------------------------------------------------------- ---------------- ---------------------

(1)   The Fund's Institutional Class year-to-date return as of September 30,    
2005 was ______%.                                                   

(2)   None of the return information for these indices reflects any deduction   
for fees, expenses or taxes.                                        

     The unmanaged Standard & Poor's SuperComposite 1500 (S&P 1500) Index is a
broad-based capitalization-weighted index comprising 1,500 stocks of
large-cap, mid-cap, and small-cap U.S. companies.                   

      The Lipper ______________ Index is ______________________________________.

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FEES AND EXPENSES                                                               

This table summarizes the shareholder fees and annual operating expenses you    
would pay as an investor in the Fund. These fees and expenses are identical for 
Class Z shares and Institutional Class shares.                                  

Fees and Expenses Table                                                         

Shareholder Fees                                                                
(fees paid directly from your investment)                                       
Maximum Sales Charge (Load)                                       None          
(as a percentage of offering price)                                             
Maximum Deferred Sales Charge (Load)                              None          
(as a percentage of original purchase price)                                    
Redemption Fee(1)                                                 2.00%         
(as a percentage of amount redeemed)                                            
Annual Fund Operating Expenses                                                  
(expenses that are deducted from Fund assets)                                   
Management Fees                                                   0.95%         
Distribution (12b-1) Fees                                         None          
Other Expenses                                                                  

Service Fees                                                   None       
Other Operating Expenses                                      __.___%     
Total Other Expenses                                          __.___%     
Total Annual Operating Expenses                                  __.___%        
Fee Waivers and/or Expense Reimbursement                        -__.___%        
Net Expenses (2)                                                 __.___%        

(1) Imposed on redemption within 10 calendar days of purchase.                  

(2) The Advisor has contractually agreed to waive advisory fees or absorb Fund  
expenses as necessary to maintain the Fund's net expenses at the levels shown   
above until at least December 31, 2006. To the extent that the Advisor waives   
advisory fees or absorbs operating expenses of a Fund, the Advisor may seek     
payment of such waived fees or reimbursement of such absorbed expenses within   
two fiscal years after the fiscal year in which fees were waived or expenses    
were absorbed, so long as the Fund's assets are greater than $75 million, such  
payment or reimbursement does not cause the Fund's net expenses to exceed the   
levels shown above and the payment or reimbursement was approved by the Board.  

EXAMPLE                                                                         

This example is intended to help you compare the cost of investing in the Fund  
to the cost of investing in other mutual funds. This example makes four         
assumptions: 1) you invest $10,000 in the Fund for the time periods shown; 2)   
you redeem all your shares at the end of those time periods; 3) you earn a 5%   
return on your investment each year; and 4) the Fund's operating expenses       
reflect net operating expenses for the one year period and total annual fund    
operating expenses without expense waivers for years two and three. The example 
is hypothetical. Your actual costs may be higher or lower. The example is       
identical for Class Z shares and Institutional Class shares.                    

Your Cost Over:        1 Year      3 Years      5 Years       10 Years          

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                                                            More About the Funds

The following discussion and table describes the main investment strategies     
discussed in the Fund Summaries section of this Prospectus in greater detail.   
From time to time, the Funds employ other investment practices, which are also  
described in the Risks and Returns section on the following pages and in the    
Statement of Additional Information ("SAI"). The back cover of this Prospectus  
explains how you can get a copy of the SAI.                                     

INVESTMENT STRATEGIES                                                           

Each Fund will allocate its assets among equity (large, mid- or small cap),     
fixed income (long, intermediate or short term), or money market securities in  
accordance with that Fund's allocation policies. The Sub-Advisors each have a   
specialized investment strategy or strategies focused on one or more specific   
class of securities. Based upon these specialized strategies and the Advisor's  
assessment of market conditions, the Advisor will allocate and, from time to    
time, re-allocate portions of the assets of each Fund to individual Sub-Advisors
for management. The Advisor has engaged Ibbotson to provide recommendations as  
to asset allocations among the Sub-Advisors and asset classes within each Fund. 
Ibbotson will not itself manage any assets of the Funds, but will be a strategic
asset allocation consultant to the Advisor.                                     

The Advisor will effect its allocations by (i) directing proceeds from new      
investments in Fund shares to particular investment strategies of certain       
Sub-Advisors, (ii) withdrawing assets, upon redemptions of Fund shares, from    
particular investment strategies of certain Sub-Advisors, or (iii) reallocating 
assets from one Sub-Advisor or investment strategy to another. The allocation   
process may result in certain Sub-Advisors managing significant portions of the 
Funds' assets, or none at all, depending upon the Advisor's determination of the
appropriate allocation structure for the Fund. Each Sub-Advisor operates and    
invests independent of the other Sub-Advisors and, therefore, there may be      
overlap in the securities held by more than one Sub-Advisor on behalf of the    
Fund. There may also be circumstances where one Sub-Advisor is acquiring        
securities while another Sub-Advisor is disposing of the same securities. It is 
expected that each Sub-Advisor will manage its portion of each relevant Fund's  
assets similarly, that is, each Sub-Advisor will seek to allocate securities    
transactions among the relevant Funds in a fair and equitable manner consistent 
with each Fund's strategy allocation, in accordance with Ibbotson's             
recommendations and subject to liquidity considerations.                        

The Funds' active management may result in a Fund's Sub-Advisors frequently     
buying and selling securities, which could increase the Fund's portfolio        
turnover rate and transaction costs, such as brokerage commissions. Because each
Sub-Advisor makes investment decisions independently of each other Sub-Advisor, 
the sale of a security by one Sub-Advisor at the same time that another         
Sub-Advisor purchases the security also would increase a Fund's portfolio       
turnover rate. Increased transaction costs could detract from a Fund's          
performance. In addition, the sale of a Fund's securities may generate capital  
gains which, when distributed, may be taxable to you.                           

The "Investment Advisor & Sub-Advisors" section of this prospectus describes the
specific investment strategies that each Sub-Advisor may employ for the Funds.  
Some Sub-Advisors may, at the discretion of the Advisor, utilize more than one  
of their available investment strategies in managing assets of a Fund.          

A description of the Trust's policies and procedures with respect to the        
disclosure of each Fund's portfolio securities is available in the SAI. The back
cover of this Prospectus explains how you can get a copy of the SAI. The Funds' 
portfolio holdings as of a period end are publicly disclosed four times per year
with the Securities and Exchange Commission ("SEC") on Form N-CSR or Form N-Q.  
These reports are available, free of charge, on the SEC's website at            
www.sec.gov.                                                                    

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Temporary Defensive Investments. In times of unstable or adverse market or      
economic conditions, up to 100% of the Funds' assets may be invested in         
temporary defensive instruments in an effort to enhance liquidity or preserve   
capital. Temporary defensive investments generally include cash, cash           
equivalents such as commercial paper, money market instruments, short-term debt 
securities, U.S. government securities, or repurchase agreements. The Funds     
could also hold these types of securities pending the investment of proceeds    
from the sale of Fund shares or portfolio securities or to meet anticipated     
redemptions of Fund shares. A Fund may invest in temporary defensive investments
for undetermined periods of time, depending on market or economic conditions. To
the extent a Fund invests defensively in these securities, it might not achieve 
its investment objective.                                                       

RISKS AND RETURNS                                                               

--------------------------------------------------------------------------------
EQUITY SECURITIES                                                               

Shares representing ownership or the right to ownership in a corporation. Each  
Fund may invest in the following types of equity securities: common and         
preferred stocks, convertible securities, warrants and rights.                  

Potential Risks                                                                 
--------------------------------------------------------------------------------

Equity security prices fluctuate over time. Security prices may fall as a result
of factors that relate to the company, such as management decisions or lower    
demand for the company's products or services.                                  

Equity security prices may fall because of factors affecting companies in a     
number of industries, such as increased production costs.                       

Equity security prices may fall because of changes in other financial markets,  
such as interest rate or currency exchange rate changes.                        

Equity securities may underperform more stable investments (such as bonds and   
cash) in the short term.                                                        

Potential Returns                                                               
--------------------------------------------------------------------------------

Equity securities have generally outperformed more stable investments (such as  
bonds and cash equivalents) over the long term.                                 

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

Sub-Advisors who invest in equity securities generally maintain a long-term     
investment approach and focus on securities they believe can appreciate over an 
extended time frame, regardless of interim fluctuations.                        

      --------------------------------------------------------------------------
GROWTH SECURITIES                                                   

      Equity securities that a Sub-Advisor believes have or are expected to have
   strong sales and earnings growth and capital appreciation potential and
will grow faster than the economy as a whole.                       

Potential Risks                                                     
      --------------------------------------------------------------------------

See Equity Securities.                                              

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   Growth securities may be more sensitive to changes in business momentum
     and earnings than other securities because they typically trade at higher
earnings multiples.                                                 

The growth securities in a Fund may never reach what a Sub-Advisor  
believes are their full value and may even go down in price.        

Potential Returns                                                   
      --------------------------------------------------------------------------

See Equity Securities.                                              

Growth securities may appreciate faster than non-growth securities. 

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

In managing a Fund, Sub-Advisors use their own software and research
     models which incorporate important attributes of successful growth. A key
attribute of successful growth is positive business momentum as     
      demonstrated by earnings or revenue and sales growth, among other factors.
    The investment process of each Sub-Advisor investing in this asset class
      is extremely focused on companies that exhibit positive business momentum.

      Sub-Advisors consider selling a security when its anticipated appreciation
      is no longer probable, alternative investments offer superior appreciation
    prospects or the risk of a decline in its market price is too great or a
  deterioration in business fundamentals occurs or is expected to occur.

      --------------------------------------------------------------------------
VALUE SECURITIES                                                    

   Equity securities that a Sub-Advisor believes are currently underpriced
 using certain financial measurements, such as their price-to-earnings
ratio and earnings power.                                           

Potential Risks                                                     
      --------------------------------------------------------------------------

See Equity Securities.                                              

     Value companies may have experienced adverse business developments or may
      be subject to special risks that have caused their securities to be out of
    favor. The value securities in a Fund may never reach what a Sub-Advisor
believes are their full value and may even go down in price.        

Potential Returns                                                   
      --------------------------------------------------------------------------

See Equity Securities.                                              

Value securities may produce significant capital appreciation as the
market recognizes their full value.                                 

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

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In managing the Funds, Sub-Advisors may each use their own research,
computer models and measures of value.                              

     -------------------------------------------------------------------------
FOREIGN EQUITY SECURITIES                                           

     The Funds may invest in securities of foreign issuers, including American
 Depository Receipts (ADRs), European Depositary Receipts ("EDRs") and
Global Depositary Receipts ("GDRs"), exchange traded funds and other
   similar global instruments. ADRs are certificates issued by a U.S. bank
      that represent a bank's holdings of a stated number of shares of a foreign
      corporation. An ADR is bought and sold in the same manner as a U.S. equity
   security and is priced in U.S. dollars. EDRs and GDRs are also receipts
   that represent a stated number of shares of a foreign corporation, only
  they are issued by a non-U.S. bank or a foreign branch of a U.S. bank.
     EDRs and GDRs are generally designed for use on foreign exchanges and are
typically not priced in U.S. dollars.                               

Potential Risks                                                     
      --------------------------------------------------------------------------

     Foreign security prices may fall due to political instability, changes in
currency exchange rates, foreign economic conditions or inadequate  
regulatory and accounting standards.                                

    Although ADRs, EDRs and GDRs are alternatives to directly purchasing the
   underlying foreign securities in their national markets and currencies,
they are also subject to many of the risks associated with investing
directly in foreign securities.                                     

 Foreign investments, especially investments in emerging or developing
    markets, can be riskier and more volatile than investments in the United
 States. Adverse political and economic developments or changes in the
value of foreign currency can make it harder for a Fund to sell its 
    securities and could reduce the value of your shares. Differences in tax
    and accounting standards and difficulties in obtaining information about
     foreign companies can negatively affect investment decisions. Unlike more
    established markets, emerging markets may have governments that are less
stable, markets that are less liquid and economies that are less    
developed.                                                          

Potential Returns                                                   
      --------------------------------------------------------------------------

    Favorable exchange rate movements could generate gains or reduce losses.
Foreign investments, which represent a major portion of the world's 
    securities, offer attractive potential performance and opportunities for
diversification.                                                    

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

 A Sub-Advisor may use a disciplined investment process that seeks to,
among other things, identify quality investments that will enhance a
  Fund's performance. Generally, if a stock in a Fund's portfolio can be
replaced by one with higher return expectations, allowing for the   
transactions costs of both the sell and the buy, it will be sold.   

      --------------------------------------------------------------------------
TECHNOLOGY OR COMMUNICATIONS COMPANY SECURITIES                     

Securities of companies that rely extensively on technology or      
     communications in their product development or operations or are expected
to benefit from technological advances and improvements.            

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Potential Risks                                                     
      --------------------------------------------------------------------------

    Technology or communications company securities are strongly affected by
      worldwide scientific and technological developments and governmental laws,
      regulations and policies, and, therefore, are generally more volatile than
companies not dependent upon or associated with technology or       
communications issues.                                              

Potential Returns                                                   
      --------------------------------------------------------------------------

Technology or communications company securities offer investors     
significant growth potential because they may be responsible for    
breakthrough products or technologies or may be positioned to take  
advantage of cutting-edge, technology-related developments.         

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

 None of the Funds will concentrate their investments in the groups of
      industries within the technology and communications sectors of the market.

      --------------------------------------------------------------------------
SMALL- AND MEDIUM-SIZED COMPANY SECURITIES                          

Potential Risks                                                     
      --------------------------------------------------------------------------

     Small- and medium-sized company securities involve greater risk and price
   volatility than larger, more established companies because they tend to
     have more limited product lines, markets and financial resources, such as
access to capital, and may be dependent on a smaller and more       
inexperienced management group. In addition, small- and medium-sized
company securities may trade much less frequently than securities of
      larger companies, making the prices of these securities subject to greater
volatility.                                                         

Potential Returns                                                   
      --------------------------------------------------------------------------

 Small- and medium-sized company securities may appreciate faster than
      those of larger, more established companies for many reasons. For example,
      small- and medium-sized companies tend to have younger product lines whose
distribution and revenues are still maturing.                       

Policies to Balance Risk and Return                                 
      --------------------------------------------------------------------------

See Equity Securities.                                              

      --------------------------------------------------------------------------
REITs                                                               

      A real estate investment trust ("REIT") is a separately managed trust that
   makes investments in various real estate businesses. An equity REIT may
own real estate and pass the income it receives from rents from the 
   properties, or the capital gain it receives from selling a building, to
      its shareholders. A mortgage REIT specializes in lending money to building
    developers and passes the interest income it receives from the mortgages
     to shareholders. A hybrid REIT combines the characteristics of equity and
mortgage REITs.                                                     

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Potential Risks                                                     
      --------------------------------------------------------------------------

The real estate industry is particularly sensitive to:              

o     Economic factors, such as interest rate changes or recessions;

  o     Over-building in one particular area, changes in zoning laws, or
changes in neighborhood values;                         

o     Increases in property taxes;                                  

o     Casualty and condemnation losses; and                         

o     Regulatory limitations on rents.                              

      REITs may expose a Fund to similar risks associated with direct investment
in real estate. REITs are more dependent upon specialized management
skills, have limited diversification and are, therefore, generally  
     dependent on their ability to generate cash flow to make distributions to
shareholders.                                                       

Potential Returns                                                   
      --------------------------------------------------------------------------

  Investments in REITs permit a Fund to participate in potential capital
 appreciation and income opportunities in various segments of the real
estate sector.                                                      

Policies To Balance Risk and Return                                 
      --------------------------------------------------------------------------

   Each Sub-Advisor investing in REITs considers companies that it expects
    will generate good cash flow from the underlying properties, have proven
management track records, and histories of increasing dividends.    

--------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS                                                        

High quality, short-term U.S. and foreign debt instruments denominated in U.S.  
dollars, including bank obligations (such as CDs, time deposits, bankers'       
acceptances, and banknotes), commercial paper, corporate obligations (including 
asset-backed securities), government obligations (such as U.S. Treasury, agency 
or foreign government securities), short-term obligations issued by state and   
local governments, and repurchase agreements.                                   

Potential Risks                                                                 
--------------------------------------------------------------------------------

Money market instrument prices fluctuate over time.                             

Money market instrument prices may fall as a result of factors that relate to   
the issuer, such as a credit rating downgrade.                                  

Money market instrument prices may fall because of changes in the financial     
markets, such as interest rate changes.                                         

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Potential Returns                                                               
--------------------------------------------------------------------------------

Money market instruments have greater short-term liquidity, capital preservation
and income potential than longer-term investments such as stocks or long term   
debt. This will help contribute to the stability of a Fund's NAV per share.     

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

The Old Mutual Asset Allocation Conservative, Old Mutual Asset Allocation       
Balanced, Old Mutual Asset Allocation Moderate Growth and Old Mutual Asset      
Allocation Growth Portfolios generally limit their investments in money market  
instruments to no more than 30%, 25%, 20% and 15% of their total assets,        
respectively. However, the Old Mutual Asset Allocation Growth Portfolio         
generally invests in money market instruments only for temporary defensive or   
cash management purposes.                                                       

--------------------------------------------------------------------------------
OVER-THE COUNTER ("OTC") SECURITIES                                             

Securities that are not listed and traded on an organized exchange, but are     
bought and sold through a computer network or over the telephone.               

Potential Risks                                                                 
--------------------------------------------------------------------------------

OTC securities may not trade as often as securities listed on an exchange. So,  
if a Fund were to sell an OTC security, it might have to offer the security at a
discount or sell it in smaller share lots over an extended period of time.      

Potential Returns                                                               
--------------------------------------------------------------------------------

Increases the number of potential investments for the Funds.                    

OTC securities may appreciate faster than exchange-traded securities because    
they are typically securities of younger, growing companies.                    

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

See Equity Securities.                                                          

The Sub-Advisors use a highly disciplined investment process that seeks to,     
among other things, identify quality OTC investments that will enhance a Fund's 
performance.                                                                    

--------------------------------------------------------------------------------
ILLIQUID SECURITIES                                                             

Securities that do not have a ready market and cannot be easily sold within     
seven days at approximately the price that a Fund has valued them.              

Potential Risks                                                                 
--------------------------------------------------------------------------------

The Funds may have difficulty valuing these securities precisely.               

The Funds may be unable to sell these securities at the time or price they      
desire.                                                                         

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Potential Returns                                                               
--------------------------------------------------------------------------------

Illiquid securities may offer more attractive yields or potential growth than   
comparable widely traded securities.                                            

Policies to Balance Risk and Return                                             
--------------------------------------------------------------------------------

No Fund may invest more than 15% of its net assets in illiquid securities.      

--------------------------------------------------------------------------------
DERIVATIVES                                                                     

Investments such as forward foreign currency contracts, futures, OTC options,   
options on futures, options and swaps, whose value is based on an underlying    
asset or economic factor.                                                       

Potential Risks                                                                 
--------------------------------------------------------------------------------

The value of derivatives are volatile.                                          

Because of the low margin deposits required, derivatives often involve an       
extremely high degree of leverage. As a result, a relatively small price        
movement in a derivative may result in immediate and substantial loss, or gain, 
to the investor. Successful use of a derivative depends on the degree to which  
prices of the underlying assets correlate with price movements in the           
derivatives a Fund buys or sells. A Fund could be negatively affected if the    
change in market value of its securities fails to correlate perfectly with the  
values of the derivatives it purchased or sold. Thus, a use of derivatives may  
result in losses in excess of the amount invested.                              

Potential Returns                                                               
--------------------------------------------------------------------------------

Derivatives may be used for a variety of purposes, including:                   

o     To reduce transaction costs;                                  

o     To manage cash flows;                                         

o     To maintain full market exposure, which means to adjust the   
           characteristics of a Fund's investments to more closely approximate
those of its benchmark;                                 

o     To seek to enhance returns; and                               

o     To protect a Fund's investments against declines in value (a  
practice called "hedging").                             

Policies To Balance Risk and Return                                             
--------------------------------------------------------------------------------

A Fund may use derivatives selectively for hedging, to reduce transaction costs,
to enhance returns or to manage cash flows.                                     

To the extent a Fund enters into derivatives, it will, when necessary, segregate
cash or other liquid assets equal to the settlement amount with its custodian to
cover the contract. When a Fund sells certain derivative contracts, it will hold
at all times the instruments underlying the contracts.                          

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--------------------------------------------------------------------------------
SPECIAL SITUATIONS                                                              

The Funds may invest in special situations. A special situation arises when a   
Sub-Advisor believes that the securities of a particular company will appreciate
in value within a reasonable period because of unique circumstances applicable  
to that company. Special situations are events that could change or temporarily 
hamper the ongoing operations of a company, including, but not limited to:      

o     Liquidations, reorganizations, recapitalizations, mergers or  
temporary financial liquidity restraints;               

o     Material litigation, technological breakthroughs or temporary 
production or product introduction problems; or         

    o     Natural disaster, sabotage or employee error and new management or
management policies.                                    

Special situations affect companies of all sizes and generally occur regardless 
of general business conditions or movements of the market as a whole.           

Potential Risks                                                                 
--------------------------------------------------------------------------------

Special situations often involve much greater risk than is inherent in ordinary 
investment securities. In addition, the market price of companies subject to    
special situations may never reflect any perceived intrinsic values.            

Potential Returns                                                               
--------------------------------------------------------------------------------

Securities of companies in special situations may experience significant capital
appreciation as the market recognizes their full value.                         

Policies To Balance Risk and Return                                             
--------------------------------------------------------------------------------

A Sub-Advisor may need to more extensively analyze special situations in view of
the complexity of such investments.                                             

--------------------------------------------------------------------------------
FIXED INCOME SECURITIES                                                         

Fixed income securities includes U.S. government securities, U.S. government    
agency securities, corporate bonds, mortgage-backed and asset-backed securities,
lower-rated bonds, foreign bonds, money market instruments and certain other    
types of debt or hybrid instruments.                                            

Potential Risks                                                                 
--------------------------------------------------------------------------------

Fixed income security prices fluctuate over time. The price of a fixed-income   
security may fall as a result of adverse events involving the issuer of the     
security, changes in interest rates or other adverse economic or political      
events. Also, fixed income securities may not deliver their expected yield as a 
result of the factors listed above.                                             

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Potential Returns                                                               
--------------------------------------------------------------------------------

Fixed income securities may offer higher current income than other types of     
investments and offer diver

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Old Mutual Advisor Funds, et al. · 485APOS · On 9/29/05

Filed On 9/29/05 5:10pm ET · SEC Files 333-116057, 811-21587 · Accession Number 922423-5-1571

Post-Effective AmendmentFiling Table of Contents

485APOS · Post-Effective Amendment No. 6Document Table of Contents

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485APOS · Post-Effective Amendment No. 6
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