INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this ___ day of _______, 2005 by and among Old
Mutual Capital, Inc. (the "Adviser"), Copper Rock Capital Partners LLC (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 September
7, 2004 and Schedule A to the Investment Advisory Agreement dated ________, 2005
between the Adviser and the Trust, the Adviser acts as investment adviser for
the Old Mutual Copper Rock Emerging Growth Fund (the "Portfolio"); 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 [or a portion] of the assets of the Portfolio, 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 the investment operations of the
Portfolio and the composition of the Portfolio's investment portfolio, including
the purchase, retention and disposition thereof, in accordance with the
Portfolio's investment objectives, policies and restrictions as stated in such
Portfolio's Prospectus(es) (such Prospectus(es) and Statement(s) 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
Portfolio's investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, 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 Portfolio 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 Portfolio'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 Portfolio 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 Portfolio 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 Portfolio 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 Portfolio 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 purchaseor sale of
a security to be in the best interest of the 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 Portfolio in question and to such other clients.
(4) The Sub-Adviser at its expense will make available to the
Trustees of the Portfolio 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 Portfolio and to consult with the Trustees of the Portfolio and
Adviser regarding the Portfolio'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 Portfolio, as amended from time to time, the Sub-Adviser is responsible for
assisting in the fair valuation of all Portfolio 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 Portfolio and its agents in
determining whether prices obtained for valuation purposes accurately reflect
market price information relating to the assets of the Portfolio 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 Portfolio'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 Portfolio, as well as any change in portfolio manager(s) of the
Portfolio.
(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 Portfolio'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 Portfolio or its
designated agent such proxy voting information as is necessary for the Portfolio
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 Portfolio'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 Portfolio's custodian
on each business day with information relating to all transactions concerning
the Portfolio'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 Portfolio'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 Portfolio required by Rule
31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it
maintains on behalf of the Portfolio are property of the Portfolio and the
Sub-Adviser will surrender promptly to the Portfolio any of such records upon
the Portfolio'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 Portfolio 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 Portfolio and shares of the Portfolio's beneficial shares, and all
amendments thereto; and
(c) Prospectus(es) of the Portfolio.
4. For the services to be provided by the Sub-Adviser pursuant to this Agreement
for the Portfolio, the Adviser will pay to the Sub-Adviser as full compensation
therefore: a fee at an annual rate of 0.60% of the Portfolio's average daily net
assets. This fee will be paid to the Sub-Adviser from the Adviser's advisory fee
from the Portfolio. This fee will be computed daily and paid to the Sub-Adviser
monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for any loss
suffered by the Portfolio 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 Portfolio 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 Portfolio,
(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 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 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 Portfolio.
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
with a copy to:
Old Mutual Capital, Inc.
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Attention: General Counsel
To the Sub-Adviser at:
Copper Rock Capital Partners LLC
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxx, XX 00000
Attention: President
To the Trust or the Portfolio at:
Old Mutual Advisor Funds
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
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.
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 ADVISOR FUNDS
By: ________________________________ By: _______________________
Name: ______________________________ Name: _____________________
Title: _______________________________ Title: ____________________
COPPER ROCK CAPITAL PARTNERS LLC
By: ________________________________
Name: ______________________________
Title: _______________________________
