AMENDMENT NO. 1 DATED MAY 11, 2005 TO SCHEDULE A OF THE INVESTMENT ADVISORY
AGREEMENT DATED SEPTEMBER 7, 2004
This Schedule A to the Investment Advisory Agreement dated September 7, 2004
(the "Agreement") between Old Mutual Advisor Funds and Old Mutual Capital, Inc.,
is hereby amended as of the 11th day of May, 2005 to add the Old Mutual Copper
Rock Emerging Growth Fund and Old Mutual Analytic Defensive Equity Fund and sets
forth pursuant to Section 5 of this Agreement the compensation each Portfolio
shall pay the Adviser. Such compensation shall be computed daily at the annual
rate of the Portfolio's average daily net assets as follows and shall be paid
monthly at the end of each month.
Fund Fee Asset Level
---- --- -----------
Old Mutual Asset Allocation Conservative Portfolio 0.85% Less than $1 billion
0.825% Between $1 - $2 billion
0.80% Between $2 - $3 billion
0.775% Greater than $3 billion
Old Mutual Asset Allocation Balanced Portfolio 0.90% Less than $1 billion
0.875% Between $1 - $2 billion
0.85% Between $2 - $3 billion
0.825% Greater than $3 billion
Old Mutual Asset Allocation Moderate Growth Portfolio 0.90% Less than $1 billion
0.875% Between $1 - $2 billion
0.85% Between $2 - $3 billion
0.825% Greater than $3 billion
Old Mutual Asset Allocation Growth Portfolio 0.95% Less than $1 billion
0.925% Between $1 - $2 billion
0.90% Between $2 - $3 billion
0.875% Greater than $3 billion
Old Mutual Copper Rock Emerging Growth Fund 0.90% N/A
Old Mutual Analytic Defensive Equity Fund 0.95% N/A
Old Mutual Advisor Funds Old Mutual Capital, Inc.
By:_________________________ By:_________________________
Name: ______________________ Name: ______________________
Title:________________________ Title:________________________
