Common use of Prospectus of the Funds Clause in Contracts

Prospectus of the Funds. 4. For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolios, the Adviser will pay to the Sub-Adviser as full compensation therefore a fee at an annual rate equal to the percentage of each Portfolio’s average daily net assets listed on Schedule A (net of 50% of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Portfolio). This fee will be paid to the Sub-Adviser from the Adviser's advisory fee for such Portfolio. Such compensation will be held in interest-bearing escrow accounts for the Portfolio with the Trust’s custodian bank in accordance with a separate Escrow Agreement. If a majority of a Fund’s outstanding voting securities (as defined in the 0000 Xxx) approve a new contract with the Sub-Adviser by the end of the 150-day period commencing on the Commencement Date (defined below), the amount in the escrow account (including interest earned) will be paid to the Adviser, and the Adviser will pay to the Sub-Adviser the fee specified in Schedule A, upon the date of such approval by each such Fund. If a majority of a Fund’s outstanding voting securities do not approve a contract with the Sub-Adviser by the end of such 150 day period, the Sub-Adviser shall be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned). To the extent that the Adviser is reimbursed by the Trust for any waived fees or reimbursed expenses pursuant to the terms of a separate expense limitation agreement between the Trust and the Adviser, the Adviser will pay to the Sub-Adviser its pro-rata share of any such reimbursed amount.

Prospectus of the Funds. 4. For the services to be provided by the Sub-Adviser pursuant to this Agreement for the Portfolios, the Adviser will pay to the Sub-Adviser as full compensation therefore a fee at an annual rate equal to the percentage of each Portfolio’s average daily net assets listed on Schedule A (net of 50% of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Portfolio). This fee will be paid to the Sub-Adviser from the Adviser's advisory fee for such Portfolio. Such compensation will be held in interest-bearing escrow accounts for the Portfolio with the Trust’s custodian bank in accordance with a separate Escrow Agreement. If a majority of a Fund’s outstanding voting securities (as defined in the 0000 1000 Xxx) approve a new contract with the Sub-Adviser by the end of the 150-day period commencing on the Commencement Date (defined below), the amount in the escrow account (including interest earned) will be paid to the Adviser, and the Adviser will pay to the Sub-Adviser the fee specified in Schedule A, upon the date of such approval by each such Fund. If a majority of a Fund’s outstanding voting securities do not approve a contract with the Sub-Adviser by the end of such 150 day period, the Sub-Adviser shall be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned). To the extent that the Adviser is reimbursed by the Trust for any waived fees or reimbursed expenses pursuant to the terms of a separate expense limitation agreement between the Trust and the Adviser, the Adviser will pay to the Sub-Adviser its pro-rata share of any such reimbursed amount.

Prospectus of the Funds. 4. For the services to be provided by the Sub-Sub- Adviser pursuant to this Agreement for the Portfolios, the Adviser will pay to the Sub-Adviser as full compensation therefore a fee at an annual rate equal to the percentage of each Portfolio’s Portfolios average daily net assets listed on Schedule A (net of 50% of any waivers, reimbursement payments, supermarket fees and alliance fees waived, reimbursed or paid by the Adviser in respect of the Portfolio). This fee will be paid to the Sub-Sub- Adviser from the Adviser's Advisers advisory fee for such Portfolio. Such compensation will be held in interest-bearing escrow accounts for the Portfolio with the Trust’s Trusts custodian bank in accordance with a separate Escrow Agreement. If a majority of a Fund’s Funds outstanding voting securities (as defined in the 0000 Xxx) approve a new contract with the Sub-Sub- Adviser by the end of the 150-day period commencing on the Commencement Date (defined below), the amount in the escrow account (including interest earned) will be paid to the Adviser, and the Adviser will pay to the Sub-Adviser the fee specified in Schedule A, upon the date of such approval by each such Fund. If a majority of a Fund’s Funds outstanding voting securities do not approve a contract with the Sub-Sub- Adviser by the end of such 150 day period, the Sub-Sub- Adviser shall be paid, out of the escrow account, the lesser of: (i) any costs incurred in performing the interim contract (plus interest earned on that amount while in escrow); or (ii) the total amount in the escrow account (plus interest earned). To the extent that the Adviser is reimbursed by the Trust for any waived fees or reimbursed expenses pursuant to the terms of a separate expense limitation agreement between the Trust and the Adviser, the Adviser will pay to the Sub-Adviser its pro-rata share of any such reimbursed amount.. 5. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by a Fund or the Adviser in connection with performance of its obligations under this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Advisers part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. 6. This Agreement shall commence on the date first above written (the Commencement Date) and continue until, the sooner of the date: (i) with respect to a Fund, the date when a new investment sub-advisory agreement with the Sub-Adviser is approved by the Trustees and a majority (as defined in the 0000 Xxx) of the Funds outstanding voting securities (as defined in the 1940 Act); or (ii) one hundred and fifty (150) days from the Commencement Date. Once a Fund listed on Schedule A hereto receives approval from a majority of the outstanding voting securities as required by section (i) above, that Fund will be deemed to have terminated this Agreement and be governed by the new investment sub- advisory agreement. Notwithstanding the foregoing, this Agreement may be terminated as to a Fund (a) at any time without penalty by the Trust upon the vote of a majority of the Trustees or by vote of the majority of the Funds outstanding voting securities, upon ten (10) days written notice to the Adviser or (b) by the Adviser at any time without penalty, upon sixty (60) days written notice to the Trust. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act). 7. Nothing in this Agreement shall limit or restrict the right of any of the Sub-Advisers directors, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the Sub-Advisers right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 8. During the term of this Agreement, the Adviser agrees to furnish the Sub-Adviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other materials prepared for distribution to shareholders of a Portfolio, the Trust or the public that refers to the Sub-Adviser or its clients in any way prior to use thereof and not to use material if the Sub- Adviser reasonably objects in writing within five business days (or such other period as may be mutually agreed upon) after receipt thereof. The Sub-Advisers right to object to such materials is limited to the portions of such materials that expressly relate to the Sub-Adviser, its services and its clients. The Adviser agrees to use its reasonable best efforts to ensure that materials prepared by its employees or agents or its affiliates that refer to the Sub-Adviser or its clients in any way are consistent with those materials previously approved by the Sub-Adviser as referenced in the first sentence of this paragraph. Sales literature may be furnished to the Sub-Adviser by first-class or overnight mail, facsimile transmission equipment or hand delivery. 9. No Trustee or Shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement. 10. No provisions of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by the vote of the majority of the outstanding voting securities of the Funds. 11. This Agreement shall be governed by the laws of the state of Delaware; provided, however, that nothing herein shall be construed as being inconsistent with the 1940 Act. 12. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to this Agreements subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 13. Should any part of this Agreement be held invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors. 14. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or mailed: To the Adviser at: Old Mutual Capital, Inc. 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: General Counsel To the Sub- Adviser at: Ashfield Capital Partners, LLC 000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxx Xxxxxxxxx, XX 00000 Attn: President To the Trust at: Old Mutual Insurance Series Fund 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attn: Secretary