ESCROW AGREEMENT
This ESCROW AGREEMENT dated this 26th day of January, 2006, is by and
among OLD MUTUAL INSURANCE SERIES FUND, a Delaware statutory trust (the
"Trust"), OLD MUTUAL CAPITAL, INC., a Delaware corporation (the "Adviser"), and
U.S. BANK, NATIONAL ASSOCIATION, as escrow agent (the "Escrow Agent").
RECITALS:
WHEREAS, pursuant to that certain Interim Investment Advisory Agreement
between the Trust and the Adviser (the "Interim Agreement"), the Adviser has
been appointed by the Trust to provide investment advice to the series
portfolios of the Trust identified on SCHEDULE A attached hereto ("Portfolios"),
pursuant to the terms of the Interim Agreement. Except as provided herein,
capitalized terms used but not defined herein have the meanings given to such
terms in the Interim Agreement; and
WHEREAS, pursuant to those certain Interim Investment Sub-Advisory
Agreements between the Trust, the Adviser, and the sub-advisers to the
Portfolios identified on SCHEDULE A attached hereto (each a "Sub-Adviser" and
together, the "Sub-Advisers"), each Sub-Adviser has been appointed by the
Adviser to serve as Sub-Adviser to the Portfolios or a portion thereof (each an
"Interim Sub-Advisory Agreement"); and
WHEREAS, in accordance with Section 5 of the Interim Agreement,
compensation for the Adviser's services will be deposited in an interest-bearing
escrow account at the end of each month by each of the series of the Trust (each
a "Portfolio"); and
WHEREAS, in accordance with Section 4 of each Interim Sub-Advisory
Agreement, compensation payable by the Adviser for each Sub-Adviser's services
will be deposited by the Trust in an interest-bearing escrow account at the end
of each month pursuant to a schedule of sub-advisory fees to be provided by the
Adviser; and
WHEREAS, the Trust, the Adviser and the Escrow Agent now wish to provide
for the appointment of an escrow agent to hold the escrowed funds, and to set
forth the terms and conditions under which the funds held in escrow shall be
disbursed;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. APPOINTMENT OF ESCROW AGENT. The Trust, on behalf of itself and each
of its separate Portfolios, and the Adviser hereby appoint the Escrow Agent as
the escrow agent under this Escrow Agreement and the Escrow Agent hereby accepts
such appointment and agrees to hold and deposit all of the funds deposited into
escrow with it pursuant to the Interim Agreement and each Interim Sub-Advisory
Agreement in accordance with the terms hereof, and to perform its other duties
hereunder.
2. ESTABLISHMENT OF ESCROW FUNDS. The Escrow Agent will maintain a
separate master escrow account and a separate escrow sub-account for each
Portfolio. The Trust, on behalf of each Portfolio, will deliver to the Escrow
Agent, as provided in Section 5 of the Interim Agreement, the Adviser's
compensation, which shall include the Sub-Adviser's compensation payable by the
Adviser to each Sub-Adviser pursuant to Section 4 of each Interim Sub-Advisory
Agreement. The Adviser, with respect to the Portfolios, will deliver to the
Escrow Agent a schedule setting forth: (i) the advisory fees to be held in each
master escrow account on behalf of the Adviser (after accounting for the
deduction of the sub-advisory fees); and (ii) the sub-advisory fees to be held
in each escrow sub-account on behalf of the applicable Sub-Adviser, consistent
with the terms of each Interim Advisory and Sub-Advisory Agreement. Upon receipt
of a deposit from the Trust on behalf of a Portfolio, the Escrow Agent shall
provide written confirmation to the Trust and the Adviser that such sum has been
deposited with it. The Adviser's compensation for the Portfolios held in the
master escrow accounts by the Escrow Agent hereunder, and each Sub-Adviser's
compensation for the Portfolios (or portion thereof) held in the escrow
sub-accounts by the Escrow Agent hereunder, together with all interest and other
earnings thereon ("Earnings"), herein is referred to as an "Escrow Fund," and
collectively as "Escrow Funds."
3. DUTY TO INVEST ESCROW FUNDS. All Escrow Funds shall be invested in
U.S. Bank Money Market Account.
4. INCOME ON AN ESCROW FUND. All Earnings shall be added to the Escrow
Fund and distributed in accordance with the terms hereof.
5. DELIVERY OF ESCROW FUNDS BY ESCROW AGENT.
(a) The Escrow Agent shall release the Escrowed Funds as
instructed in a writing signed by both the Trust and the Adviser (each, a "Joint
Instruction"), which Joint Instruction shall include wire transfer or other
payment instructions; shall certify that an event in any of subsection (b), (c),
(d) or (e) of this section has occurred; and, if an event in subsection (d) or
(e) shall have occurred, shall certify the amount to be paid to the Adviser or
Sub-Adviser, as applicable, under such subsection (d) or (e).
(b) If a majority of a Portfolio's outstanding voting securities
approve a New Investment Management Agreement with the Adviser for such
Portfolio within 150 days following the Commencement Date, the amount in the
master escrow account (including Earnings) which has been deposited by the Trust
on behalf of said Portfolio shall be paid to the Adviser within one business day
following Joint Instruction to the Escrow Agent of such approval by the
shareholders of said Portfolio.
(c) If a majority of a Portfolio's outstanding voting securities
approve a New Investment Sub-Advisory Agreement with the applicable Sub-Adviser
for such Portfolio within 150 days following the Commencement Date, the amount
in the escrow sub-account (including Earnings) which has been deposited by the
Trust on behalf of such Portfolio shall be paid to such Sub-Adviser within one
business day following Joint Instruction to the Escrow Agent of such approval by
the shareholders of said Portfolio.
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(d) If a majority of a Portfolio's outstanding voting securities
do not approve a contract with the Adviser, the Adviser shall be paid, out of
the applicable master escrow account, within one business day following Joint
Instruction to the Escrow Agent of such non-approval, the lesser of: (i) any
costs, subject to the approval of the Board of Trustees of the Trust, incurred
by the Adviser in performing the services under the Interim Agreement (plus
Earnings on that amount while in escrow); or (ii) the total amount in the master
escrow account (plus Earnings). The Trust shall be paid out of the applicable
master escrow account the remainder amount.
(e) If a majority of a Portfolio's outstanding voting securities
do not approve a Sub-Advisory contract with the applicable Sub-Adviser, the
Sub-Adviser shall be paid, out of the applicable escrow sub-account, within one
business day following Joint Instruction to the Escrow Agent of such
non-approval, the lesser of: (i) any costs, subject to the approval of the Board
of Trustees of the Trust, incurred by such Sub-Adviser in performing the
services under the applicable Interim Sub-Advisory Agreement (plus Earnings on
that amount while in escrow); or (ii) the total amount in the escrow sub-account
(plus Earnings). The Trust shall be paid out of the applicable escrow
sub-account the remainder amount.
6. SUSPENSION OF PERFORMANCE; DISBURSEMENT INTO COURT. If, at any time,
there shall exist any dispute between the Trust and the Adviser or the Adviser
and a Sub-Adviser with respect to the holding or disposition of any portion of
the Escrow Funds or any other obligations of Escrow Agent hereunder, or if at
any time the Escrow Agent is unable to determine, to the Escrow Agent's sole
satisfaction, the proper disposition of any portion of the Escrow Funds or the
Escrow Agent's proper actions with respect to its obligations hereunder, or if a
successor Escrow Agent has not been appointed within 30 days of the furnishing
by the Escrow Agent of a notice of resignation pursuant to Section 7 hereof,
then Escrow Agent may, in its sole discretion, take either or both of the
following actions:
(a) suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Escrow Agreement
until such dispute or uncertainty shall be resolved to the sole satisfaction of
Escrow Agent or until a successor Escrow Agent shall have been appointed (as the
case may be); PROVIDED, HOWEVER, that Escrow Agent shall continue to invest the
Escrow Funds in accordance with Section 3 hereof; and/or
(b) petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction for instructions with
respect to such dispute or uncertainty, and to the extent required by law, pay
into such court, for holding and disposition in accordance with the instructions
of such court, all funds held by it in the Escrow Funds, after deduction and
payment to Escrow Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be incurred by Escrow
Agent in connection with the performance of its duties and the exercise of its
rights hereunder.
The Escrow Agent shall have no liability to the Trust, the Adviser, their
respective shareholders or any other person with respect to any such suspension
of performance or disbursement into court, specifically including any liability
or claimed liability that may arise, or be alleged to have arisen, out of or as
a result of any delay in the disbursement of funds held in the Escrow Funds or
any delay in or with respect to any other action required or requested of Escrow
Agent.
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7. RESIGNATION AND REMOVAL OF ESCROW AGENT. The Escrow Agent may resign
from the performance of its duties hereunder at any time by giving thirty (30)
days' prior written notice to the Trust and the Adviser, or may be removed, with
or without cause, by the Trust and the Adviser acting jointly by furnishing
written notice to the Escrow Agent, at any time by the giving of ten (10) days'
prior written notice to the Escrow Agent. Such resignation or removal shall take
effect upon the appointment of a successor Escrow Agent as provided herein. Upon
any such notice of resignation or removal, the Trust and the Adviser jointly
shall appoint a successor Escrow Agent hereunder, which shall be a bank. Upon
the acceptance in writing of any appointment as Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Escrow Agent, and the retiring Escrow Agent shall be discharged from
its duties and obligations under this Escrow Agreement, but shall not be
discharged from any liability for actions taken as Escrow Agent hereunder prior
to such succession. After any retiring Escrow Agent's resignation or removal,
and notwithstanding any termination of this Escrow Agreement, the provisions of
this Escrow Agreement shall inure to the benefit of the Escrow Agent as to any
actions taken or omitted to be taken by it while it was Escrow Agent under this
Escrow Agreement. The retiring Escrow Agent shall transmit all records
pertaining to the Escrow Funds and shall pay all funds held by it in the Escrow
Funds to the successor Escrow Agent, after making copies of such records as the
retiring Escrow Agent deems advisable and after deduction and payment to the
retiring Escrow Agent of all fees and expenses (including court costs and
attorneys' fees) payable to, incurred by, or expected to be incurred by the
retiring Escrow Agent in connection with the performance of its duties and the
exercise of its rights hereunder.
8. LIABILITY OF ESCROW AGENT.
(a) The duties of the Escrow Agent hereunder are entirely
administrative and not discretionary. The duties and responsibilities of the
Escrow Agent hereunder shall be determined solely by the express provisions of
this Escrow Agreement. The Escrow Agent undertakes to perform only such duties
as are expressly set forth herein and no further duties or responsibilities
shall be implied. The Escrow Agent is obligated to act only in accordance with
written instructions received by it as provided in this Escrow Agreement, is
authorized hereby to comply with any orders, judgments or decrees of any court
or arbitration panel and shall not incur any liability as a result of its
compliance with such instructions, orders, judgments or decrees.
(b) The Escrow Agent may rely and shall be protected in acting
upon any instrument, not only as to its due execution, validity and
effectiveness, but also as to the truth and accuracy of any information
contained therein, which the Escrow Agent shall in good faith believe to be
genuine, to have been signed or presented by the persons or parties purporting
to sign the same and to conform to the provisions of this Escrow Agreement. The
Escrow Agent shall be under no duty to inquire into or investigate the
validity, accuracy or content of any such instrument.
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(c) The Trust and the Adviser hereby waive any suit, claim, demand
or cause of action of any kind which either one or both may now or hereafter
have to assert against the Escrow Agent arising out of or relating to the
execution or performance by the Escrow Agent of this Escrow Agreement, unless
such suit, claim, demand or cause of action is based upon the willful
misappropriation of funds by the Escrow Agent or unless a court of competent
jurisdiction determines that the Escrow Agent's gross negligence was the primary
cause of a loss to the Trust or the Adviser.
(d) The Escrow Agent shall have no duty to solicit any payments
that may be due to it hereunder. The Escrow Agent shall not incur any liability
for following the instructions herein contained or expressly provided for or
written instructions given by the Trust and the Adviser. In the administration
of this Escrow Agreement and the Escrow Fund hereunder, the Escrow Agent may
execute any of its powers and perform its duties hereunder directly or through
agents or attorneys and may consult with counsel, accountants and other skilled
persons to be selected and retained by it. The Escrow Agent shall not be liable
for anything done, suffered or omitted in good faith by it in accordance with
the advice or opinion of any such counsel, accountants or other skilled persons.
9. INDEMNIFICATION OF ESCROW AGENT. The Trust and the Adviser, jointly
and severally, hereby indemnify and hold harmless the Escrow Agent and each
director, officer, employee, attorney, agent and affiliate of the Escrow Agent
(the "Indemnitees") against any and all actions, claims, losses, damages,
liabilities, fines, penalties, costs and expenses of any kind or nature
whatsoever (including, without limitation, reasonable attorneys' fees, costs and
expenses and the reasonable allocated costs and expenses of in-house counsel)
("Losses") incurred by or asserted against any of them from and after the date
hereof, whether direct, indirect or consequential, as a result of or arising
from or in any way relating to any claim, demand, suit, action, proceeding or
investigation by any person, including without limitation the Trust or the
Adviser, whether threatened or initiated, asserting a claim for any legal or
equitable remedy against any person under any statute or regulation, or common
law or equitable cause or otherwise arising from or in connection with the
negotiation, preparation, execution, performance or failure of performance of
this Escrow Agreement or any transaction contemplated herein; except for any
such Losses arising from any liability resulting solely from the gross
negligence or willful misconduct of the Escrow Agent or other party claiming
indemnification. In addition to and not in limitation of the immediately
preceding sentence, the Trust and the Adviser, jointly and severally, also
hereby indemnify and hold harmless the Indemnitees and each of them from and
against any and all Losses that may be imposed on, incurred by, or asserted
against the Indemnitees or any of them for following any instruction or other
direction upon which the Escrow Agent is authorized to rely pursuant to the
terms of this Escrow Agreement. The provisions of this Section 9 shall survive
the termination of this Escrow Agreement and the resignation or removal of the
Escrow Agent for any reason. Anything in this Escrow Agreement to the contrary
notwithstanding, in no event shall the Escrow Agent be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Escrow Agent has been advised of such
loss or damage and regardless of the form of action.
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10. FEES AND EXPENSES OF ESCROW AGENT. The Trust and the Adviser shall
compensate the Escrow Agent for its services hereunder in accordance with the
Letter Agreement dated January 26, 2006 by and among the Trust, the Adviser and
the Escrow Agent, attached hereto as EXHIBIT 1 and, in addition, shall reimburse
the Escrow Agent for all of its reasonable out-of-pocket expenses, including
attorneys' fees, travel expenses, telephone and facsimile transmission costs,
postage (including express mail and overnight delivery charges), copying charges
and the like. All of the compensation and reimbursement obligations set forth in
this section shall be payable by the Trust and the Adviser, jointly and
severally, upon demand by the Escrow Agent. The obligations of the Trust and the
Adviser under this section shall survive any termination of this Escrow
Agreement and the resignation or removal of the Escrow Agent.
The Escrow Agent is authorized to, and may, disburse to itself from
the Escrow Funds, from time to time, the amount of any compensation and
reimbursement of out-of-pocket expenses due and payable hereunder (including any
amount to which the Escrow Agent or the Indemnitees are entitled to seek
indemnification pursuant to Section 9 hereof.) The Escrow Agent shall notify the
Trust and the Adviser of any disbursement from the Escrow Funds to itself or the
Indemnitees in respect of any compensation or reimbursement hereunder and shall
furnish to the Trust and the Adviser copies of all related invoices and other
statements. The Trust and the Adviser hereby grant to the Escrow Agent and the
Indemnitees a security interest in and lien upon the Escrow Funds and all funds
therein to secure all obligations hereunder to the Escrow Agent and the
Indemnitees, and the Escrow Agent and the Indemnities shall have the right to
offset the amount of any compensation or reimbursement due any of them hereunder
(including any claim for indemnification pursuant to Section 9 hereof) against
the Escrow Funds. If for any reason funds in the Escrow Funds are insufficient
to cover such compensation and reimbursement, the Trust and the Adviser shall
promptly pay such amounts to the Escrow Agent or the Indemnitees upon receipt of
an itemized invoice.
11. NOTICES. Any notice required or permitted hereunder shall be in
writing and shall be deemed duly given if (and then two business days after) it
is sent by registered or certified mail, return, receipt requested, postage
prepaid, and addressed to the intended recipient as set forth below:
(a) If to Trust:
Old Mutual Insurance Series Fund
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxx, Esq.
Facsimile:
With a copy to:
Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
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(b) If to Adviser:
Old Mutual Capital, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000,
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxxx, Esq.
Facsimile:
With a copy to:
Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
(c) If to the Escrow Agent:
U.S. Bank Corporate Trust Services
000 Xxxxx Xxxxx Xxxxxx, XX-0000
Xxxxxxxxxxxx, XX 00000
Attn: Xxxxxxx XxXxxxx
Facsimile: (000) 000-0000
With a copy to:
the Adviser, at the addresses set forth above, if
the notice is from the Trust
or
the Trust, at the address set forth above, if the notice is
from the Adviser
Any party may send any notice required or permitted hereunder to the intended
recipient at the address set forth above using any other means of communication
(including personal delivery, expedited courier, messenger service, telecopy,
telex, ordinary mail or electronic mail), but no such notice shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Any party may change the address to which notices required or
permitted hereunder are to be delivered by giving the other parties notice in
the manner herein set forth.
12. MISCELLANEOUS. This Escrow Agreement and the Interim Agreement set
forth the entire understanding of the parties with respect to the subject matter
hereof. All of the terms and provisions of this Escrow Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns
of the parties hereto.
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13. GOVERNING LAW. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania,
without giving effect to any choice or conflict of law provision or rule
(whether of the Commonwealth of Pennsylvania or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the
Commonwealth of Pennsylvania.
14. CONSENT TO JURISDICTION AND VENUE. In the event that any party
hereto commences a lawsuit or other proceeding relating to or arising from this
Agreement, the parties hereto agree that the United States District Court for
the Commonwealth of Pennsylvania shall have the sole and exclusive jurisdiction
over any such proceeding. If all such courts lack federal subject matter
jurisdiction, the parties agree that the Superior Court Division of the General
Court of the Commonwealth of Pennsylvania shall have sole and exclusive
jurisdiction. Any of these courts shall be proper venue for any such lawsuit or
judicial proceeding and the parties hereto waive any objection to such venue.
The parties hereto consent to and agree to submit to the jurisdiction of any of
the courts specified herein and agree to accept service or process to vest
personal jurisdiction over them in any of these courts.
15. AMENDMENTS. No amendment to any provision of this Escrow
Agreement shall be valid unless it is in writing and signed by the Trust, the
Adviser and the Escrow Agent.
16. COUNTERPARTS. This Escrow Agreement may be signed in
counterparts, each of which shall be an original and all of which shall
constitute one instrument.
17. TERMINATION. Upon the first to occur of the disbursement of
all amounts in the Escrow Funds pursuant to Section 5, or the disbursements of
all amounts in the Escrow Funds into court pursuant to Section 6 hereof, this
Escrow Agreement shall terminate and the Escrow Agent shall have no further
obligation or liability whatsoever with respect to this Escrow Agreement or the
Escrow Funds.
18. DEALINGS. The Escrow Agent and any stockholder, director,
officer or employee of the Escrow Agent may buy, sell, and deal in any of the
securities of the Trust or the Adviser and become pecuniarily interested in any
transaction in which the Trust or the Adviser may be interested, and may
contract and lend money to the Trust or the Adviser and otherwise act as fully
and freely as though it were not Escrow Agent under this Agreement. Nothing
herein shall preclude the Escrow Agent from acting in any other capacity for the
Trust or the Adviser or for any other entity.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Escrow Agreement has been executed as of
the date and year first above written.
OLD MUTUAL INSURANCE SERIES FUND
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: Assistant Treasurer
OLD MUTUAL CAPITAL, INC.
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: CFO
U.S. BANK, NATIONAL ASSOCIATION,
as Escrow Agent
By: /s/ Xxxxxxx XxXxxxx
---------------------------------
Name: Xxxxxxx XxXxxxx
Title: PORTFOLIO RELATIONSHIP MANAGER
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SCHEDULE A
PORTFOLIOS
--------------------------------------------------------------------------------
PORTFOLIO SUB-ADVISER
--------------------------------------------------------------------------------
Select Value Portfolio Liberty Ridge Capital, Inc.
--------------------------------------------------------------------------------
Mid Cap Portfolio Liberty Ridge Capital, Inc.
--------------------------------------------------------------------------------
Small Cap Growth Portfolio Copper Rock
--------------------------------------------------------------------------------
Small Cap Portfolio Liberty Ridge Capital, Inc.
(manages 50% of the portfolio)
--------------------------------------------------------------------------------
Large Cap Growth Portfolio N/A (Only the advisory and not
sub-advisory portion of the advisory
fee is subject to escrow)
--------------------------------------------------------------------------------
Large Cap Growth Concentrated Portfolio N/A (Only the advisory and not
sub-advisory portion of the advisory
fee is subject to escrow)
--------------------------------------------------------------------------------
Technology & Communications Portfolio N/A (Only the advisory and not
sub-advisory portion of the advisory
fee is subject to escrow)
--------------------------------------------------------------------------------
Growth II Portfolio N/A (Only the advisory and not
sub-advisory portion of the advisory
fee is subject to escrow)
--------------------------------------------------------------------------------
[USBANK LOGO]
U.S. Bank Corporate Trust Services
00 Xxxxx Xxxxxx 0xx Xxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Tel. (000)000-0000
Fax: (000)000-0000
January 26, 2005 VIA EMAIL: Xxxxx.Xxxxx@XxxXxxxxxXxxxxxx.xxx
Xxxxx Xxxxx, Esq.
General Counsel
Old Mutual Capital, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xx 00000
RE: OLD MUTUAL INSURANCE SERIES, OLD MUTUAL ADVISOR FUNDS II, OLD MUTUAL
ADVIAOR FUNDS/FUND/OLD MUTUALCAPITAL, INC. ESCROW TRANSACTION
Dear Xx. Xxxxx:
Enclosed please find a Fee Schedule from U.S. Bank Corporate Trust Services to
act as Escrow Agent for the above-referenced transaction.
U.S. Bancorp, headquartered in Minneapolis, is the 6th largest financial holding
company In the United Stares, with total assets exceeding $195 billion at
year-end 2004. U.S. Bancorp, the parent company of U.S. Bank, serves 13.1
million customers and operates 2,370 branch offices in 24 states. U.S. Bancorp
customers also access their accounts through 4,620 U.S. Bank ATMs, U.S. Bank
Internet Banking and telephone banking, A network of specialized U.S. Bancorp
offices across the nation, inside and outside our 24-state footprint, provides a
comprehensive line of banking, brokerage, insurance, investment, mortgage, trust
and payment services products to consumers, businesses, governments and
institutions, U.S. Bank is home of the exclusive Five Star Service Guarantee.
Visit U.S. Bancorp on the web at xxxxxx.xxx.
If you have any questions regarding our Fee Schedule or services, please feel
free to give me a call. Again, thank you for your interest in U.S. Bank
Corporate Trust Services and we look forward to working with Old Mutual Capital,
Inc. on this and future transactions in the years ahead.
Sincerely,
/s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Vice President
oc: Xxxx Xxxxx
EXHIBIT 1
Escrow Agent Services for
OLD MUTUAL INSURANCE SERIES, OLD MUTUAL ADVISOR FUNDS II, OLD MUTUAL ADVISOR
FUNDS/OLD MUTUAL CAPITAL, INC.
SCHEDULE OF FEES
One-Time Administration Fee: .............. $20,000
(covering period ending April 30, 2006)
Transaction Expenses:
For Wire Transfer or Check: ............ N/A
Security Purchase/Sale: ................ N/A
Legal Fees and Expenses: .................. Billed At Cost
The Administration Fee is payable at the closing of this transaction. Thereafter
any expenses will be billed on the anniversary date of the closing. The
Administration Fee will not be pro-rated.
The above-mentioned Fees are basic charges and do not include out-of-pocket
expenses, which will be billed in addition to the regular charges, Out-of-pocket
expenses shall include, but are not limited to: telephone tolls, stationery,
travel and postage expenses.
Funds will be invested based on the permitted investments in the Governing
documents and as instructed by the client/customer pursuant to the Investment
Authorization letter. Unless otherwise directed, all funds will be automatically
invested into the U.S. Bank Money Market Account. A disclosure form for this
account has been enclosed for your review.
Charges for performing extraordinary or other services not contemplated at the
time of the execution of the transaction or not specifically covered elsewhere
in this schedule will be determined by appraisal in amounts commensurate with
the service to be provided.
To help the government fight the funding of terrorism and money laundering
activities, Federal law requires all financial institutions to obtain, verify
and record information that identifies each person who opens an account. For a
non-individual person such as a business entity, a charity, a Trust or other
legal entity we will ask for documentation to verify its formation and existence
as a legal entity. We may also ask to see financial statements, licenses,
identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.
Our proposal is subject in all aspects to our review and acceptance of the final
documents, which set forth our duties and responsibilities, and the approval of
this new business by our New Business Acceptance Committee.
AGREED:
Signature: /s/ Xxxx Xxxxx Signature: __________________________
---------------------------
Name: Xxxx Xxxxx Name: _______________________________
Title: CFO Title: ______________________________
Date: 1/27/06 Date: _______________________________
(1) If this transaction is not consummated and is terminated, the responsible
party will be billed any unpaid legal fees and expenses incurred on behalf of
U.S. Bank and is responsible for the full and prompt payment of such fees and
expenses.
U.S. BANK NATIONAL ASSOCIATION
MONEY MARKET ACCOUNT
DESCRIPTION AND TERMS
The U.S. Bank Money Market account is a U.S. Bank National Association ("U.S.
Bank") interest-bearing money market deposit account designed to meet the needs
of U.S. Bank's Corporate Trust Services Escrow Group and other Corporate Trust
customers of U.S. Bank. Selection of this investment includes authorization to
place funds on deposit with U.S. Bank.
U.S. Bank uses the daily balance method to calculate interest on this account
(actual/365 or 366). This method applies a daily periodic rate to the principal
balance in the account each day. Interest is accrued daily and credited monthly
to the account. Interest rates are determined at U.S. Bank's discretion, and may
be tiered by customer deposit amount.
The owner of the account is U.S. Bank as Agent for its trust customers. U.S.
Bank's trust department performs all account deposits and withdrawals. The
deposit account is insured by the Federal Deposit Insurance Corporation up to
$100,000.
AUTOMATIC AUTHORIZATION
In the absence of specific Written direction to the contrary, U.S. Bank is
hereby directed to invest and reinvest proceeds and other available moneys in
the U.S. Bank Money Market Account.
OLD MUTUAL CAPITAL /s/ Xxxx Xxxxx
--------------------------------------- ---------------------------------------
Company Name Signature of Authorized Directing Party
CFO 1/26/06
--------------------------------------- ---------------------------------------
Trust Account Number - includes Title / Date
existing and future sub-accounts unless
otherwise directed
Form 2004.1 MMDA eff. 4/28/04
