EXPENSE LIMITATION AGREEMENT
Exhibit (h)(9)
THIS AGREEMENT, dated as of December 2, 2005, is made and entered into by and between OLD
MUTUAL ADVISOR FUNDS, a business trust organized under the laws of the State of Delaware (the
“Trust”) on behalf of its series funds, and OLD MUTUAL CAPITAL, INC., a Delaware corporation (the
“Adviser”).
WHEREAS, the Adviser has been appointed the investment adviser of the International Funds (the
“Funds”), pursuant to an Investment Advisory Agreement between the Trust, on behalf of the Funds,
and the Adviser (the “Advisory Agreement”);
WHEREAS, the Trust and the Adviser desire to enter into the arrangements described herein
relating to certain expenses of the Funds;
NOW THEREFORE, the Trust and the Adviser hereby agree as follows:
1. The Adviser hereby agrees, subject to Section 2 hereof, to reduce the fees payable to it
under the Advisory Agreement (but not below zero) and to make any additional payments to the extent
necessary to limit the total annual fund operating expenses (inclusive of management fees and other
expenses; exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification,
and extraordinary expenses as determined under generally accepted accounting principles)
(“Operating Expenses”) of the Funds to an annual rate (as a percentage of the Funds’ average daily
net assets) as set forth on Schedule A (“Expense Limit”) for the period from the effective date of
this Agreement through December 31, 2006.
2. The Trust agrees to pay the Adviser the amount of advisory fees that, but for Section 1
hereof, would have been payable by the Funds to the Adviser pursuant to the Advisory Agreement and
reimburse any additional payments remitted by the Adviser (the “Deferred Expenses”), subject to the
limitations provided in this Section. Such repayment shall be made monthly, but only if the
Operating Expenses of those Funds, without regard to such repayment, are at an annual rate (as a
percentage of the average daily net assets of the Funds) less than the Expense Limit for payments
made through the period ending December 31, 2006. Furthermore, the amount of Deferred Expenses paid
by the Funds in any subsequent month shall be limited so that the sum of (a) the amount of such
payment and (b) the other Operating Expenses of the Funds do not exceed such rate as may be agreed
upon from time to time for payments made after December 31, 2006.
Deferred Expenses shall not be payable by the Funds to the extent that the amounts payable by
it pursuant to the immediately preceding two sentences are not sufficient to pay such Deferred
Expenses. All Deferred Expenses shall be made within three years after the year in which the
Adviser incurred the expense. In no event will the Funds be obligated to pay any fees waived or
deferred by the Adviser with respect to any other series of the Trust.
3. This Agreement shall continue in effect until December 31, 2006, and from year to year
thereafter unless terminated by the Adviser by giving thirty (30) days advance written notice of
termination to the Trustees of the Trust. Any termination shall not affect the obligation
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(including the amount of the obligation) of the Funds to repay amounts of Deferred Expenses with
respect to periods prior to the date specified in such notice.
4. A copy of the Declaration of Trust establishing the Trust is on file with the Secretary of
the State of Delaware, and notice is hereby given that this Agreement is executed by the Trust on
behalf of the Funds by an officer of the Trust as an officer and not individually and that the
obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers
or shareholders individually but are binding only upon the assets and property belonging to the
Funds.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| OLD MUTUAL ADVISOR FUNDS | OLD MUTUAL CAPITAL, INC. | |||||||
By:
|
/s/ Xxxxx Xxxxxxx | By: | /s/ Xxxx Xxxxx | |||||
| Name: Xxxxx Xxxxxxx | Name: Xxxx Xxxxx | |||||||
| Title: President & Trustee | Title: Executive Vice President | |||||||
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SCHEDULE A
Dated December 2, 2005
| Class of | Expense | |||
| Fund Name | Shares | Limit | ||
Old Mutual Xxxx Xxxxxx China Fund |
Class A | 2.10% | ||
| Class C | 2.85% | |||
| Class Z | 1.85% | |||
| Institutional | 1.55% | |||
Old Mutual Xxxx Xxxxxx Emerging Markets Fund |
Class A | 2.10% | ||
| Class C | 2.85% | |||
| Class Z | 1.85% | |||
| Institutional | 1.35% | |||
Old Mutual International Equity Fund |
Class A | 1.70% | ||
| Class C | 2.45% | |||
| Class Z | 1.45% | |||
| Institutional | 1.20% |
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