INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Exhibit
(d)(3)
AGREEMENT made as of this 1st day of January, 2006, by and among Old Mutual
Capital, Inc. (the “Adviser”), Columbus Circle Investors (the “Sub-Adviser”), and Old Mutual
Insurance Series Fund, a Delaware statutory trust (the “Trust”).
WHEREAS, the Trust is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, Liberty Ridge Capital, Inc. (“LRC”) currently provides investment advisory services
to the portfolios listed on Schedule A to this Agreement (each a “Fund” and together, the “Funds”)
pursuant to that certain investment advisory agreement between the Trust and LRC (the “Prior
Advisory Agreement”);
WHEREAS, the Board of Trustees of the Trust, including a majority of the independent trustees,
has appointed the Adviser as the new investment adviser to the Funds;
WHEREAS, the Board of Trustees of the Trust, including a majority of the independent trustees,
has appointed the Sub-Adviser as the new investment sub-adviser to that portion of the assets of
each Fund that are allocated by the Adviser to a designated custodial account established at the
Fund’s custodian (each such portion, a “Portfolio”), which may constitute some or all of the assets
of a Fund, and the Sub-Adviser is willing to render such investment sub-advisory services to the
Portfolios under this Agreement until a new investment advisory agreement and new investment
sub-advisory agreement are approved by the shareholders of each Fund as required by Section 15 of
the 1940 Act;
WHEREAS, the appointment of the Adviser and the Sub-Adviser will become effective upon the
failure to renew, and the resulting termination of, the Prior Advisory Agreement with LRC, which is
expected to occur on or about December 31, 2005;
WHEREAS, the termination of the Prior Advisory Agreement will occur prior to the approval of a
new investment advisory agreement and a new sub-advisory agreement for the Funds by the
shareholders of the Funds; and
WHEREAS, the Fund, the Adviser and the Sub-Adviser desire to comply with the provisions of
paragraphs (b)(1) of Rule 15a-4 under the 1940 Act.
NOW, THEREFORE, the parties hereto agree as follows:
1. (a) Subject to supervision by the Adviser and the Trust’s Board of Trustees, the Sub-Adviser
shall manage the investment operations of the Portfolios and the composition of the Portfolios’
investment portfolios, including the purchase, retention and disposition thereof, in accordance
with the Funds’ investment objectives, policies and restrictions as stated in each Funds’
Prospectus (such Prospectus and Statement of Additional Information as currently in effect and as
amended or supplemented from time to time, being herein called the “Prospectus”), and subject to
the following understandings:
(1) The Sub-Adviser shall provide supervision of the Portfolios’ investments and determine
from time to time what investments and securities will be purchased, retained or sold by the
Portfolios, and what portion of the assets will be invested or held uninvested in cash.
(2) In the performance of its duties and obligations under this Agreement, the Sub-Adviser
shall act in conformity with the Trust’s Agreement and Declaration of Trust and the Prospectus and
with the instructions and directions of the Adviser and of the Board of Trustees and will conform
and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended,
and all other applicable federal and state laws and regulations, as each is amended from time to
time.
(3) The Sub-Adviser shall determine the securities to be purchased or sold by the Portfolios
and will place orders with or through such persons, brokers or dealers to carry out the policy with
respect to brokerage set forth in such Funds’ Registration Statement (as defined herein) and
Prospectus or as the Board of Trustees or the Adviser may direct from time to time, in conformity
with federal securities laws. In providing the Portfolios with the investment supervision, the
Sub-Adviser will give primary consideration to securing the most favorable price and efficient
execution. Within the framework of this policy, the Sub-Adviser may consider the financial
responsibility, research and investment information and other services provided by brokers or
dealers who may effect or be a party to any such transaction or other transactions to which the
Sub-Adviser’s other clients may be a party. It is understood that it is desirable for the
Portfolios that the Sub-Adviser have access to supplemental investment and market research and
security and economic analysis provided by brokers who may execute brokerage transactions at a
higher cost to the Portfolios than may result when allocating brokerage to other brokers on the
basis of seeking the most favorable price and efficient execution. Therefore, the Sub-Adviser is
authorized to place orders for the purchase and sale of securities for the Portfolios with brokers,
subject to review by the Trust’s Board of Trustees from time to time with respect to the extent and
continuation of this practice. It is understood that the services provided by such brokers may be
useful to the Sub-Adviser in connection with the Sub-Adviser’s services to other clients.
On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best
interest of a Portfolio as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent
permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate
the securities to be so purchased or sold in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction, will be made by the
Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary
obligations to the Portfolios in question and to such other clients.
(4) The Sub-Adviser shall maintain all books and records with respect to the Portfolios’
portfolio transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph
(f) of Rule 31a-1 under the 1940 Act and shall render to the Trust’s Board of Trustees such
periodic and special reports as the Trust’s Board of Trustees may reasonably request.
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(5) The Sub-Adviser shall provide the Funds’ Custodian on each business day with information
relating to all transactions concerning the Portfolios’ assets and shall provide the Adviser with
such information upon request of the Adviser.
(6)
(a) The investment management services provided by the Sub-Adviser under this Agreement
are not to be deemed exclusive and the Sub-Adviser shall be free to render similar services to
others, as long as such services do not impair the services rendered to the Adviser or the Trust.
(b) Services to be furnished by the Sub-Adviser under this Agreement may be furnished through
the medium of any of the Sub-Adviser’s officers or employees. It is understood that the Sub-Adviser
may obtain certain administrative services, including, without limitation, services relating to
trade reconciliation and the production of client reports, from its parent company in carrying out
its obligations under this Agreement.
(c) The Sub-Adviser shall keep the Portfolios’ books and records required to be maintained by
the Sub-Adviser pursuant to paragraph 1(a) of this Agreement and shall timely furnish to the
Adviser all information relating to the Sub-Adviser’s services under this Agreement needed by the
Adviser to keep the other books and records of the Portfolios required by Rule 31a-1 under the 1940
Act. The Sub-Adviser agrees that all records that it maintains on behalf of the Portfolios are
property of the Funds and the Sub-Adviser will surrender promptly to a Fund any of such records
upon the Funds’ request; provided, however, that the Sub-Adviser may retain a copy of such records.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940
Act any such records as are required to be maintained by it pursuant to paragraph 1(a) of this
Agreement.
2. The Adviser shall continue to have responsibility for all services to be provided to the
Portfolios pursuant to the Advisory Agreement and shall oversee and review the Sub-Adviser’s
performance of its duties under this Agreement.
3. The Adviser has delivered to the Sub-Adviser copies of each of the following documents and will
deliver to it all future amendments and supplements, if any:
(a) Agreement and Declaration of Trust, as filed with the Secretary of State of Delaware (such
Agreement and Declaration of Trust as in effect on the date of this Agreement, and as amended from
time to time, are herein called the “Agreement and Declaration of Trust”);
(b) By-Laws of the Trust (such By-Laws, as in effect on the date of this Agreement, and as
amended from time to time, are herein called the “By-Laws”);
(c) Certified resolutions of the Trust’s Board of Trustees authorizing the appointment of the
Sub-Adviser and approving the form of this Agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on
Form N-1A (the “Registration Statement”), as filed with the Securities and Exchange Commission (the
“Commission”) relating to the Funds and shares of the Funds’ beneficial shares, and all amendments
thereto;
(e) Notification of Registration of the Funds under the 1940 Act on Form N-8A as filed with
the Commission, and all amendments thereto; and
(f) Prospectus of the Funds.
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4. For the services to be provided by the Sub-Adviser pursuant to this Agreement for the
Portfolios, the Fund will pay to the Sub-Adviser as full compensation therefor a fee at an annual
rate equal to a percentage of each Portfolio’s average daily net assets, as set forth 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 each Portfolio). This fee will be paid to the
Sub-Adviser from the assets of the Fund. This fee will be computed daily and paid to the
Sub-Adviser monthly. For the avoidance of doubt, the sub-advisory fee will not be paid from the
Adviser’s advisory fee for such Portfolio.
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-Adviser’s 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 on which the Prior Advisory Agreement is terminated by
the failure to renew such agreement or otherwise (the “Commencement Date”) and continue until, the
sooner of the date: (i) With respect to a Fund, the date when a new investment advisory agreement
with the Adviser and a new investment sub-advisory agreement with the Sub-Adviser are approved by
the Trustees and a majority (as defined in the 0000 Xxx) of a Fund’s outstanding voting securities
(as defined in the 1940 Act); or (ii) One hundred and fifty (150) days from the Commencement Date.
Once an individual Fund listed on Schedule A hereto receives approval from a majority of the
outstanding voting securities as required by section (i) above, that individual Fund will be deemed
to have terminated this Agreement and be governed by the new investment advisory and sub-advisory
agreements. 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 Fund’s 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).
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7. Nothing in this Agreement shall limit or restrict the right of any of the Sub-Adviser’s
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-Adviser’s 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-Adviser’s 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 Agreement’s 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.
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14. Any notice, advice or report to be given pursuant to this Agreement shall be delivered or
mailed:
To the Adviser at:
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxx, XX 00000
To the Sub-Adviser at:
To the Trust or a Fund at:
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxx, XX 00000
15. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement
is altered by a rule, regulation or order of the Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of such rule, regulation or
order.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
officers designated below as of the day and year first written above.
| OLD MUTUAL CAPITAL, INC. | OLD MUTUAL INSURANCE SERIES FUND | |||||||||
By:
|
/s/ Xxxx Xxxxx | By: | /s/ Xxxx Xxxxx | |||||||
| Name: Xxxx Xxxxx | Name: | Xxxx Xxxxx | ||||||||
| Title: Chief Financial Officer | Title: | Chief Financial Officer | ||||||||
| COLUMBUS CIRCLE INVESTORS | ||||||||||
By:
|
/s/ Xxxxx X. Xxxxxxx | |||||||||
| Name: Xxxxx X. Xxxxxxx | ||||||||||
| Title: Chief Administrative Officer | ||||||||||
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SCHEDULE A
INTERIM SUB-ADVISORY AGREEMENT
BETWEEN
OLD MUTUAL CAPITAL, INC.
AND
COLUMBUS CIRCLE INVESTORS
AS OF DECEMBER 31, 2005
PORTFOLIOS AND SUB-ADVISORY FEE
| PORTFOLIO | Sub-Advisory Fee Breakpoint Asset Thresholds | |||||||||||||||||||||||||||
| $0 to less | $300 million | $500 million | $750 million to | $1.0 billion to | $1.5 billion to | |||||||||||||||||||||||
| than $300 | to less than | to less than | less than $1.0 | less than $1.5 | less than $2.0 | $2.0 billion or | ||||||||||||||||||||||
| million | $500 million | $750 million | billion | billion | billion | greater | ||||||||||||||||||||||
Old Mutual Columbus
Circle Technology &
Communications
Portfolio |
0.60% | 0.55% | 0.50% | 0.45% | 0.40% | 0.35% | 0.30% | |||||||||||||||||||||
Breakpoints will be calculated based on the total assets of each Fund.
A-1
