OLD MUTUAL ADVISOR FUNDS II EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT, effective as of January 1, 2006, by and between Old Mutual Advisor Funds II (the “Trust”), on behalf of each portfolio of the Trust set forth in Schedule A, Schedule B, Schedule C and Schedule D (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc. (the “Investment Manager”).
WHEREAS, the Trust is a Delaware statutory trust organized under an Agreement and Declaration of Trust dated November 13, 2000, as amended (the “Declaration of Trust”), and is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company of the series type and each Portfolio is one of the series of the Trust; and
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:
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1. |
Schedule C and Schedule D, respectively, or such other rate as may be agreed to in writing by the parties from time to time.
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2. |
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3. |
This Agreement shall continue in effect until December 31, 2008 (the “Initial Term”), and from year to year thereafter provided such continuance is specifically approved by a majority of the Trustees of the Trust who (i) are not “interested persons” of the Trust or any other party to this Agreement, as defined in the 1940 Act, and (ii) have no direct or indirect financial interest in the operation of this Agreement (“Non-Interested Trustees”). After the Initial Term, this Agreement may be terminated as to any Class of any one or all Portfolios by either party hereto, without payment of any penalty, upon 90 days’ prior written notice to the other party at its principal place of business; provided that, in the case of termination by the Trust, such action shall be authorized by resolution of a majority of the Non-Interested Trustees of the Trust or by a vote of a majority of the outstanding voting securities of the Trust.
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4. |
4.2 INTERPRETATION. This Agreement shall be construed in accordance with the laws of the State of Delaware without reference to conflicts of law rules. Nothing herein contained shall be deemed to require the Trust or any Portfolio to take any action contrary to the Trust’s Declaration of Trust or By-Laws, or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Trust’s Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust, the Portfolios or the Classes.
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the same meaning as and be resolved by reference to such Investment Management Agreement or the 1940 Act.
on behalf of each of the
Portfolios listed on Schedule A, Schedule B, Schedule C and Schedule D
By: /s/ Xxxx Xxxxx
Title: Treasurer
OLD MUTUAL CAPITAL, INC.
By: /s/ Xxxx Xxxxx
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Title: Chief Financial Officer |
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SCHEDULE A
DATED JANUARY 1, 2006
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED JANUARY 1, 2006
(CLASS A SHARES)
|
Expense |
|
Limit |
This Agreement relates to the following Portfolios of the Trust: |
|
|
|
Old Mutual Emerging Growth Fund |
1.55% |
Old Mutual Growth Fund |
1.35% |
Old Mutual Large Cap Growth Fund |
1.50% |
Old Mutual Large Cap Growth Concentrated Fund |
1.50% |
Old Mutual Select Growth Fund |
1.50% |
Old Mutual Strategic Small Company Fund |
1.60% |
Old Mutual Focused Fund |
1.40% |
Old Mutual Large Cap Fund |
1.40% |
Old Mutual Mid-Cap Fund |
1.45% |
Old Mutual Small Cap Fund |
1.50% |
Old Mutual Columbus Circle Technology and Communications Fund |
1.70% |
Old Mutual Analytic U.S. Long/Short Fund |
1.35% |
Old Mutual Xxxxxx Xxxxx Term Fixed Income Fund |
0.95% |
Old Mutual Xxxxxxx REIT Fund |
1.50% |
Old Mutual Barrow Hanley Value Fund |
1.35% |
Old Mutual TS&W Small Cap Value Fund |
1.55% |
Old Mutual Xxxxxx Intermediate Fixed Income Fund |
1.10% |
Old Mutual Cash Reserves Fund |
0.98% |
SCHEDULE B
DATED JANUARY 1, 2006
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED JANUARY 1, 2006
(CLASS C SHARES)
|
Expense |
|
Limit |
This Agreement relates to the following Portfolios of the Trust: |
|
|
|
Old Mutual Emerging Growth Fund |
2.30% |
Old Mutual Growth Fund |
2.10% |
Old Mutual Large Cap Growth Fund |
2.25% |
Old Mutual Large Cap Growth Concentrated Fund |
2.25% |
Old Mutual Select Growth Fund |
2.25% |
Old Mutual Strategic Small Company Fund |
2.35% |
Old Mutual Focused Fund |
2.15% |
Old Mutual Large Cap Fund |
2.15% |
Old Mutual Mid-Cap Fund |
2.20% |
Old Mutual Small Cap Fund |
2.25% |
Old Mutual Columbus Circle Technology and Communications Fund |
2.45% |
Old Mutual Analytic U.S. Long/Short Fund |
2.10% |
Old Mutual Xxxxxx Xxxxx Term Fixed Income Fund |
1.45% |
Old Mutual Xxxxxxx REIT Fund |
2.25% |
Old Mutual Barrow Hanley Value Fund |
2.10% |
Old Mutual TS&W Small Cap Value Fund |
2.30% |
Old Mutual Xxxxxx Intermediate Fixed Income Fund |
1.85% |
Old Mutual Cash Reserves Fund |
1.73% |
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SCHEDULE C
DATED JANUARY 1, 2006
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED JANUARY 1, 2006
(ADVISOR CLASS SHARES)
|
Expense |
|
Limit |
This Agreement relates to the following Portfolios of the Trust: |
|
|
|
Old Mutual Emerging Growth Fund |
1.55% |
Old Mutual Growth Fund |
1.35% |
Old Mutual Large Cap Growth Fund |
1.50% |
Old Mutual Large Cap Growth Concentrated Fund |
1.50% |
Old Mutual Select Growth Fund |
1.50% |
Old Mutual Strategic Small Company Fund |
1.60% |
Old Mutual Focused Fund |
1.40% |
Old Mutual Large Cap Fund |
1.40% |
Old Mutual Mid-Cap Fund |
1.45% |
Old Mutual Small Cap Fund |
1.50% |
Old Mutual Columbus Circle Technology and Communications Fund |
1.70% |
Old Mutual Analytic U.S. Long/Short Fund |
1.35% |
Old Mutual Xxxxxx Xxxxx Term Fixed Income Fund |
0.95% |
Old Mutual Xxxxxxx REIT Fund |
1.50% |
Old Mutual Barrow Hanley Value Fund |
1.35% |
Old Mutual TS&W Small Cap Value Fund |
1.55% |
Old Mutual Xxxxxx Intermediate Fixed Income Fund |
1.10% |
Old Mutual Cash Reserves Fund |
0.98% |
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SCHEDULE D
DATED JANUARY 1, 2006
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED JANUARY 1, 2006
(CLASS Z SHARES)
|
Expense |
|
Limit |
This Agreement relates to the following Portfolios of the Trust: |
|
|
|
Old Mutual Emerging Growth Fund |
1.30% |
Old Mutual Growth Fund |
1.10% |
Old Mutual Large Cap Growth Fund |
1.25% |
Old Mutual Large Cap Growth Concentrated Fund |
1.25% |
Old Mutual Select Growth Fund |
1.25% |
Old Mutual Strategic Small Company Fund |
1.35% |
Old Mutual Focused Fund |
1.15% |
Old Mutual Large Cap Fund |
1.15% |
Old Mutual Mid-Cap Fund |
1.20% |
Old Mutual Small Cap Fund |
1.25% |
Old Mutual Columbus Circle Technology and Communications Fund |
1.45% |
Old Mutual Analytic U.S. Long/Short Fund |
1.10% |
Old Mutual Xxxxxx Xxxxx Term Fixed Income Fund |
0.70% |
Old Mutual Xxxxxxx REIT Fund |
1.25% |
Old Mutual Barrow Hanley Value Fund |
1.10% |
Old Mutual TS&W Small Cap Value Fund |
1.30% |
Old Mutual Xxxxxx Intermediate Fixed Income Fund |
0.85% |
Old Mutual Cash Reserves Fund |
0.73% |
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