INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT effective as of the 19th day of
November, 2007 by and among Old Mutual Capital, Inc.
(the "Adviser"), Xxxxx Global Partners PLC (the "Sub-
Adviser"), and Old Mutual Advisor Funds, 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, pursuant to the Investment Advisory
Agreement dated July 17, 2007 between the Adviser and
the Trust, the Adviser acts as investment adviser for the
Old Mutual International Bond Fund (the "Fund"); and
WHEREAS, the Adviser and the Trust each desire
to retain the Sub-Adviser to provide investment advisory
services to the Trust in connection with the management
of all of the assets of the Fund, and the Sub-Adviser is
willing to render such investment advisory services.
NOW, THEREFORE, intending to be legally bound,
the parties hereto agree as follows:
1. (a) Subject to supervision and oversight by the
Adviser and the Trust's Board of Trustees, the Sub-
Adviser shall manage (i) the investment operations of the
Fund, and (ii) the composition of the Fund's investment
portfolio, including the purchase, retention and disposition
thereof, in accordance with the Fund's investment
objectives, policies and restrictions as stated in the Fund's
Prospectus and Statement of Additional Information (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 Fund's investments and determine from
time to time what investments and securities will be
purchased, retained or sold by the Fund, 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 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 with respect to the Fund
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 Fund's 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
Fund with 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 Fund
that the Sub-Adviser have access to (i) supplemental
investment and market research and (ii) security and
economic analysis provided by brokers who may execute
brokerage transactions at a higher cost to the Fund 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 on
behalf of the Fund 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 the Fund 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 Fund in
question and to such other clients.
(4) The Sub-Adviser at its expense will
make available to the Trustees of the Fund and the
Adviser at reasonable times its portfolio managers and
other appropriate personnel, either in person or, at the
mutual convenience of the Adviser and the Sub-Adviser,
by telephone, in order to review the investment policies,
performance and other investment related information
regarding the Fund and to consult with the Trustees of the
Fund and Adviser regarding the Fund's investment affairs,
including economic, statistical and investment matters
related to the Sub-Adviser's duties hereunder, and will
provide periodic reports to the Adviser relating to the
investment strategies it employs. The Sub-Adviser and its
personnel shall also cooperate fully with counsel and
auditors for, and the Chief Compliance Officers of, the
Adviser and the Trust.
(5) In accordance with procedures
adopted by the Trustees of the Fund, as amended from
time to time, the Sub-Adviser is responsible for assisting in
the fair valuation of all Fund securities. The Sub-Adviser
will use its reasonable efforts to provide, based upon its
own expertise, and to arrange with parties independent of
the Sub-Adviser such as broker-dealers for the provision
of, valuation information or prices for securities for which
prices are deemed by the Adviser or Trust's administrator
not to be readily available in the ordinary course of
business from an automated pricing service. In addition,
the Sub-Adviser will assist the Fund and its agents in
determining whether prices obtained for valuation
purposes accurately reflect market price information
relating to the assets of the Fund at such times as the
Adviser shall reasonably request, including but not limited
to, the hours after the close of a securities market and
prior to the daily determination of the Fund's net asset
value per share.
(6) The Sub-Adviser at its expense will
provide the Adviser and/or the Trust's Chief Compliance
Officer with such compliance reports relating to its duties
under this Agreement as may be requested from time to
time. Notwithstanding the foregoing, the Sub-Adviser will
promptly report to the Adviser any material violations of the
federal securities laws (as defined in Rule 38a-1 of the
0000 Xxx) that it is or should be aware of or of any material
violation of the Sub-Adviser's compliance policies and
procedures that pertain to the Fund, as well as any change
in portfolio manager(s) of the Fund.
(7) Unless otherwise directed by the
Adviser or the Trust's Board of Trustees, the Sub-Adviser
will vote all proxies received in accordance with the Trust's
proxy voting policy or, if the Sub-Adviser has a proxy
voting policy approved by the Trust's Board of Trustees,
the Sub-Adviser's proxy voting policy. The Adviser shall
instruct the Fund's custodian to forward or cause to be
forwarded to the Sub-Adviser all relevant proxy solicitation
materials. The Sub-Adviser shall maintain and shall
forward to the Fund or its designated agent such proxy
voting information as is necessary for the Fund to timely
file proxy voting results in accordance with Rule 30b1-4 of
the 0000 Xxx.
(8) The Sub-Adviser represents and
warrants that it has adopted a code of ethics meeting the
requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Investment
Advisers Act of 1940 and has provided the Adviser and the
Trustees of the Fund a copy of such code of ethics,
together with evidence of its adoption, and will promptly
provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Adviser,
but in any event no less frequently than annually, the Sub-
Adviser will supply the Adviser a written report that (A)
describes any issues arising under the code of ethics or
procedures since the Sub-Adviser's last report, including
but not limited to material violations of the code of ethics or
procedures and sanctions imposed in response to the
material violations; and (B) certifies that the procedures
contained in the Sub-Adviser's code of ethics are
reasonably designed to prevent "access persons" from
violating the code of ethics.
(9) The Sub-Adviser will review draft
reports to shareholders and other documents provided or
available to it and provide comments on a timely basis. In
addition, the Sub-Adviser and each officer and portfolio
manager thereof designated by the Adviser will provide on
a timely basis such certifications or sub-certifications as
the Adviser may reasonably request in order to support
and facilitate certifications required to be provided by the
Trust's Principal Executive Officer and Principal
Accounting Officer.
(10) The Sub-Adviser shall maintain all
books and records with respect to the Fund's 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.
(11) The Sub-Adviser shall provide the
Fund's custodian on each business day with information
relating to all transactions concerning the Fund's assets
and shall provide the Adviser with such information upon
request of the Adviser.
(12) (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.
(c) The Sub-Adviser shall keep
the Fund's 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 Fund required by Rule 31a-1
under the 1940 Act. The Sub-Adviser agrees that all
records that it maintains on behalf of the Fund are property
of the Fund and the Sub-Adviser will surrender promptly to
the Fund any of such records upon the Fund's 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 Fund 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) Certified resolutions of the Trust's Board of
Trustees authorizing the appointment of the Sub-Adviser
and approving the form of this Agreement;
(b) 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 Fund and shares of the Fund's beneficial shares, and
all amendments thereto; and
(c) Prospectus of the Fund.
4. For the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Fund, the Adviser will
pay to the Sub-Adviser as full compensation therefore a
sub-advisory fee as set forth in Schedule A hereto (net of
50% of any waivers, reimbursement payments,
supermarket fees and alliance fees waived, reimbursed, or
paid by the Adviser). This fee will be paid to the Sub-
Adviser from the Adviser's advisory fee from the Fund.
This fee will be computed daily and paid to the Sub-
Adviser monthly.
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 the 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 continue in effect for a period
of more than two years from the date hereof only so long
as continuance is specifically approved at least annually in
conformance with the 1940 Act provided, however, that
this Agreement may be terminated (a) by the Fund at any
time, without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a
majority of the outstanding voting securities of the Fund,
(b) by the Adviser at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days'
written notice to the other parties, or (c) by the Sub-
Adviser at any time, without the payment of any penalty,
on 90 days' written notice to the other parties. This
Agreement shall terminate automatically and immediately
in the event of its assignment. As used in this Section 6,
the terms "assignment" and "vote of a majority of the
outstanding voting securities" shall have the respective
meanings set forth in the 1940 Act and the rules and
regulations thereunder, subject to such exceptions as may
be granted by the Commission under the 1940 Act.
7. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's partners, 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 the Fund, 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 mail,
electronic mail or overnight delivery service, 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
Fund.
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; all 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
Attention: President
To the Sub-Adviser at:
Xxxxx Global Partners PLC
Sion Hall
00 Xxxxxxxx Xxxxxxxxxx
Xxxxxx, Xxxxxxx, XX XX0X ODZ
Attention: President
To the Trust or the Fund at:
Old Mutual Advisor Funds
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
14. 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.
15. As required by certain exemptive rules under the
1940 Act, the Sub-Adviser is prohibited from consulting
with the entities listed below concerning transactions for
the Fund in securities or other assets:
(a) other sub-advisers to the Fund;
(b) other sub-advisers to a series of the Trust;
and
(c) other sub-advisers to a portfolio under
common control with the Fund.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their officers
designated below.
OLD MUTUAL CAPITAL, INC. OLD MUTUAL ADVISOR FUNDS
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Sluyters
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Sluyters
Title: Chief Financial Officer Title: President
Date: Date:
XXXXX GLOBAL PARTNERS PLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Partner
Date:
SCHEDULE A
TO INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
OLD MUTUAL ADVISOR FUNDS, OLD MUTUAL CAPITAL, INC.
AND XXXXX GLOBAL PARTNERS PLC
Pursuant to Section 4 of this Agreement, the
Adviser shall pay the Sub-Adviser, at the end of each
calendar month, compensation computed daily at an
annual rate of the Fund's average daily net assets based
on the following schedule:
Fund
Sub-Advisory
Fee*
Asset Level
Old Mutual International Bond Fund
0.30%
0.2875%
0.275%
Less than $500 million
$500 million to less than $1 billion
$1 billion or greater
* Net of 50% of any waivers, reimbursement payments,
supermarket fees and alliance fees waived, reimbursed, or
paid by the Adviser.
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