INVESTMENT ADVISORY AGREEMENT
AGREEMENT, effective as of the 19th day
of November, 2007 between Old Mutual Capital, Inc. (the
"Adviser") and Old Mutual Advisor Funds (the "Trust").
WHEREAS, the Trust is a Delaware
statutory trust, and is registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), as an
open-end, management investment company;
WHEREAS, the Trust wishes to retain the
Adviser to render investment advisory services to the Trust
and the Adviser is willing to furnish such services to the
series funds of the Trust listed on Schedule A hereto
(each, a "Fund and collectively, the "Funds"); and
WHEREAS, the Adviser is registered as an
investment adviser under the Investment Advisers Act of
1940, as amended (the "Advisers Act").
NOW THEREFORE, in consideration of the
promises and mutual covenants herein contained,
intending to be legally bound, it is agreed between the
Trust and the Adviser as follows:
1. APPOINTMENT. The Trust hereby appoints the
Adviser to act as investment adviser to the Funds for the
periods and on the terms set forth in this Agreement. The
Adviser accepts such appointment and agrees to furnish
the services herein set forth, for the compensation herein
provided.
2. INVESTMENT ADVISORY DUTIES. Subject to the
supervision of the Trustees of the Trust, the Adviser will,
(a) provide a program of continuous investment
management for the Funds in accordance with each
Fund's investment objectives, policies and limitations as
stated in the Funds' Prospectus and Statement of
Additional Information included as part of the Trust's
Registration Statement filed with the Securities and
Exchange Commission, as they may be amended from
time to time, copies of which shall be provided to the
Adviser by the Trust; (b) make investment decisions for
each Fund; and (c) place orders to purchase and sell
securities for each Fund.
In performing its investment management services
to the Funds hereunder, the Adviser will provide each Fund
with ongoing investment guidance and policy direction,
including oral and written research, analysis, advice,
statistical and economic data, and judgments regarding
individual investments, general economic conditions and
trends and long-range investment policy. The Adviser will
determine the securities, instruments, repurchase
agreements, options, futures and other investments and
techniques that each Fund will purchase, sell, enter into or
use, and will provide an ongoing evaluation of each Fund's
investments. The Adviser will determine what portion of
each Fund's investments shall be invested in securities
and other assets, and what portion, if any, should be held
uninvested. The Adviser shall furnish to the Trust
adequate (i) office space, which may be space within the
offices of the Adviser or in such other places as may be
agreed upon from time to time, and (ii) office furnishings,
facilities and equipment as may be reasonably required for
managing the corporate affairs and conducting the
business of the Trust, including complying with the
corporate reporting requirements of the various states in
which the Trust does business, and conducting
correspondence and other communications with the
stockholders of the Trust. Except as otherwise provided in
Section 4, the Adviser shall employ or provide and
compensate the executive, secretarial and clerical
personnel necessary to provide such services. Subject to
the approval of the Trust's Board of Trustees (including a
majority of the Trustees who are not "interested persons"
of the Trust as defined in the 1940 Act), the Adviser may
delegate to one or more sub-advisers any of its duties
enumerated in Section 2 hereof. The Adviser shall
continue to supervise the performance of any such sub-
adviser and shall report regularly thereon to the Trust's
Board of Trustees. The Adviser further agrees that, in
performing its duties hereunder, it will:
(a) comply with the 1940 Act and all rules and
regulations thereunder, the Advisers Act, the Internal
Revenue Code (the "Code"), and all other applicable
federal and state laws and regulations, and with any
applicable procedures adopted by the Trustees;
(b) use reasonable efforts to manage each
Fund so that it will qualify, and continue to qualify, as a
regulated investment company under Subchapter M of the
Code and regulations issued thereunder;
(c) place orders pursuant to its investment
determinations for each Fund directly with the issuer, or
with any broker or dealer, in accordance with applicable
policies expressed in the Fund's Prospectus and/or
Statement of Additional Information and in accordance with
applicable legal requirements;
(d) furnish to the Trust whatever statistical
information the Trust may reasonably request with respect
to each Fund's assets or contemplated investments. In
addition, the Adviser will keep the Trust and the Trustees
informed of developments materially affecting each Fund's
investments and shall, on the Adviser's own initiative,
furnish to the Trust from time to time whatever information
the Adviser believes appropriate for this purpose;
(e) make available to the Trust, promptly upon
its request, such copies of the Adviser's investment
records and ledgers with respect to each Fund as may be
required to assist the Fund in its compliance with
applicable laws and regulations. The Adviser will furnish
the Trustees with such periodic and special reports
regarding the Funds as they may reasonably request; and
(f) immediately notify the Trust in the event that
the Adviser or any of its affiliates: (1) becomes aware that
it is subject to a statutory disqualification that prevents the
Adviser from serving as investment adviser pursuant to this
Agreement; or (2) becomes aware that it is the subject of
an administrative proceeding or enforcement action by the
Securities and Exchange Commission ("SEC") or other
regulatory authority. The Adviser further agrees to notify
the Trust immediately of any material fact known to the
Adviser respecting or relating to the Adviser that is not
contained in the Trust's Registration Statement, or any
amendment or supplement thereto, but that is required to
be disclosed therein, and of any statement contained
therein that becomes untrue in any material respect.
3. ADDITIONAL SERVICES. If the Trust so requests,
the Adviser shall also maintain all internal bookkeeping,
accounting and auditing services and records in
connection with maintaining each Fund's financial books
and records, and shall calculate each Fund's daily net
asset value. For these services, each Fund shall pay to
the Adviser a monthly fee, which shall be in addition to the
fees payable pursuant to Section 5 hereof, to reimburse
the Adviser for its costs, without profit, for performing such
services.
4. ALLOCATION OF CHARGES AND EXPENSES.
Except as otherwise specifically provided in this Section 4,
the Adviser shall pay the compensation and expenses of
all its directors, officers and employees who serve as
officers and executive employees of the Trust (including
the Trust's share of payroll taxes for such persons), and
the Adviser shall make available, without expense to the
Trust, the service of its directors, officers and employees
who may be duly-elected officers of the Trust, subject to
their individual consent to serve and to any limitations
imposed by law.
The Adviser shall not be required to pay any
expenses of the Trust other than those specifically
allocated to the Adviser in this Section 4. In particular, but
without limiting the generality of the foregoing, the Adviser
shall not be responsible, except to the extent of the
reasonable compensation of such of the Trust's employees
as are officers or employees of the Adviser whose services
may be involved, for the following expenses of the Trust:
organization and certain offering expenses of the Trust
(including out-of-pocket expenses, but not including the
Adviser's overhead and employee costs); fees payable to
the Adviser and to any other Trust advisers or consultants;
legal expenses; auditing and accounting expenses;
interest expenses, telephone, telex, facsimile, postage and
other communications expenses; taxes and governmental
fees; fees, dues and expenses incurred by or with respect
to the Trust in connection with membership in investment
company trade organizations; costs of insurance relating to
fidelity coverage for the Trust's officers and employees;
fees and expenses of the Trust's custodian, any sub-
custodian, transfer agent, registrar, or dividend disbursing
agent; payments to the Adviser for maintaining the Trust's
financial books and records and calculating the daily net
asset value pursuant to Section 3 hereof; other payments
for portfolio pricing or valuation services to pricing agents,
accountants, bankers and other specialists, if any;
expenses of preparing share certificates; other expenses in
connection with the issuance, offering, distribution, sale or
redemption of securities issued by the Trust; expenses
relating to investor and public relations; expenses of
registering and qualifying shares of the Trust for sale,
freight, insurance and other charges in connection with the
shipment of the Trust's portfolio securities; brokerage
commissions or other costs of acquiring or disposing of
any portfolio securities or other assets of the Trust, or of
entering into other transactions or engaging in any
investment practices with respect to the Trust; expenses of
printing and distributing Prospectuses, Statements of
Additional Information, reports, notices and dividends to
shareholders; costs of stationery; any litigation expenses;
costs of shareholders' meetings; the compensation and all
expenses (specifically including travel expenses relating to
the Trust's business) of officers, trustees and employees of
the Trust who are not interested persons of the Adviser;
and travel expenses (or an appropriate portion thereof) of
officers or trustees of the Trust who are officers, directors
or employees of the Adviser to the extent that such
expenses relate to attendance at meetings of the Board of
Trustees of the Trust with respect to matters concerning
the Trust, or any committees thereof or advisers thereto.
Notwithstanding the foregoing, the Trust shall
reimburse the Adviser at the end of each calendar quarter
for the reasonable portion of the compensation of
attorneys employed by the Adviser attributable to work for
the Trust, as determined from time to time by the Trust's
Board of Trustees. Compensation for this purpose shall
include salary, cash bonus and benefits and shall exclude
any equity participation and profit sharing paid to such
attorney. Determinations of the reasonable portion of such
compensation allocable to the Trust shall be made by the
Trust's Board of Trustees periodically, but at least as often
as annually.
5. COMPENSATION. As compensation for the
services provided and expenses assumed by the Adviser
under this Agreement, except for any additional services
provided by the Adviser pursuant to Section 3 hereof, each
Fund will pay the Adviser at the end of each calendar
month an advisory fee as set forth in Schedule A hereto.
The advisory fee is computed daily as a percentage of a
Fund's average daily net assets. The "average daily net
assets" of a Fund shall mean the average of the values
placed on the Fund's net assets as of 4:00 p.m. (Eastern
time) on each day on which the net asset value of the
Fund is determined consistent with the provisions of Rule
22c-1 under the 1940 Act or, if the Fund lawfully
determines the value of its net assets as of some other
time on each business day, as of such other time. The
value of net assets of a Fund shall always be determined
pursuant to the applicable provisions of the Trust's
Agreement and Declaration of Trust and the Registration
Statement. If, pursuant to such provisions, the
determination of net asset value is suspended for any
particular business day, then for the purposes of this
Section 5, the value of the net assets of a Fund as last
determined shall be deemed to be the value of its net
assets as of the close of regular trading on the New York
Stock Exchange, or as of such other time as the value of
the net assets of a Fund's securities may lawfully be
determined, on that day. If the determination of the net
asset value of the shares of a Fund has been so
suspended for a period including any month and when the
Adviser's compensation is payable at the end of such
month, then such value shall be computed on the basis of
the value of the net assets of the Fund as last determined
(whether during or prior to such month). If a Fund
determines the value of the net assets more than once on
any day, then the last such determination thereof on that
day shall be deemed to be the sole determination thereof
on that day for the purposes of this Section 5. To the
extent that the Adviser defers advisory fees or absorbs
operating expenses of a Fund, the Adviser may seek
payment of such deferred fees or reimbursement of such
absorbed expenses within three (3) fiscal years after the
fiscal year in which fees were deferred or expenses were
absorbed.
6. BOOKS AND RECORDS. The Adviser agrees to
maintain such books and records with respect to its
services to the Trust as are required by Section 31 under
the 1940 Act, and rules adopted thereunder, and by other
applicable legal provisions, and to preserve such records
for the periods and in the manner required by that Section,
and those rules and legal provisions. The Adviser also
agrees that records it maintains and preserves pursuant to
Rules 31a-1 and 31a-2 under the 1940 Act and otherwise
in connection with its services hereunder are the property
of the Trust and will be surrendered promptly to the Trust
upon its request. And the Adviser further agrees that it will
furnish to regulatory authorities having the requisite
authority, any information or reports in connection with its
services hereunder which may be requested in order to
determine whether the operations of the Trust are being
conducted in accordance with applicable law and
regulations.
7. STANDARD OF CARE AND LIMITATION OF
LIABILITY. The Adviser shall exercise its best judgment in
rendering the services provided by it under this Agreement.
The Adviser shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust or the
holders of the Trust's shares in connection with the matters
to which this Agreement relates, provided that nothing in
this Agreement shall be deemed to protect or purport to
protect the Adviser against any liability to the Trust or to
the holders of the Trust's shares to which the Adviser
would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence on its part in
the performance of its duties or by reason of the Adviser's
reckless disregard of its obligations and duties under this
Agreement. As used in this Section 7, the term "Adviser"
shall include any officers, directors, employees or other
affiliates of the Adviser performing services with respect to
the Trust.
8. SERVICES NOT EXCLUSIVE. It is understood
that the services of the Adviser are not exclusive, and that
nothing in this Agreement shall prevent the Adviser from
providing similar services to other investment companies
or to other series of investment companies, or from
engaging in other activities, provided such other services
and activities do not, during the term of the Agreement,
interfere in a material manner with the Adviser's ability to
meet its obligations to the Trust hereunder. When the
Adviser recommends the purchase or sale of the same
security for a Fund, it is understood that in light of its
fiduciary duty to the Fund, such transactions will be
executed on a basis that is fair and equitable to the Fund.
In connection with purchases or sales of portfolio securities
for the account of a Fund, neither the Adviser nor any of its
directors, officers, or employees shall act as principal or
agent or receive any commission provided that portfolio
transactions for the Fund may be executed through firms
affiliated with the Adviser, in accordance with applicable
legal requirements. If the Adviser provides any advice to
its clients concerning the shares of the Trust, the Adviser
shall act solely as investment counsel for such clients and
not in any way on behalf of the Trust.
9. DURATION AND TERMINATION. This Agreement
shall continue for an initial period of two years, and
thereafter shall continue automatically for successive
annual periods, provided such continuance is specifically
approved at least annually by (i) the Trustees or (ii) a vote
of a "majority" (as defined in the 0000 Xxx) of a Fund's
outstanding voting securities (as defined in the 1940 Act),
provided that in either event the continuance is also
approved by a majority of the Trustees who are not
"interested persons" (as defined in the 0000 Xxx) of any
party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval.
Notwithstanding the foregoing, this Agreement may be
terminated as to a Fund (a) at any time without penalty by
the Trust upon the vote of a majority of the Trustees or by
vote of the majority of the Fund's outstanding voting
securities, upon sixty (60) days' written notice to the
Adviser or (b) by the Adviser at any time without penalty,
upon sixty (60) days' written notice to the Trust. This
Agreement will also terminate automatically in the event of
its assignment (as defined in the 1940 Act).
10. AMENDMENTS. No provision 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 an
affirmative vote of (i) a majority of the outstanding voting
securities of the Fund, and (ii) a majority of the Trustees,
including a majority of Trustees who are not interested
persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval,
if such approval is required by applicable law.
11. PERSONAL LIABILITY OF TRUSTEES AND
SHAREHOLDERS. The parties agree that 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.
12. MISCELLANEOUS.
(a) This Agreement shall be governed by the
laws of the State of Delaware, provided that nothing herein
shall be construed in a manner inconsistent with the 1940
Act, the Advisers Act, or rules or orders of the SEC
thereunder.
(b) The captions of this Agreement are included
for convenience only and in no way define or limit any of
the provisions hereof or otherwise affect their construction
or effect.
(c) If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be
affected hereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(d) Nothing herein shall be construed as
constituting the Adviser as an agent of the Fund.
IN WITNESS WHEREFORE, the parties hereto
have caused this Agreement to be executed by their
officers designated below.
OLD MUTUAL ADVISOR FUNDS OLD MUTUAL CAPITAL, INC.
By: /s/ Xxxxxx X. Sluyters By: /s/ Xxxx X. Xxxxx
Name: Xxxxxx X. Sluyters Name: Xxxx X. Xxxxx
Title: President Title: Chief Financial Officer
Date: 11-19-07 Date: 11-19-07
SCHEDULE A
TO INVESTMENT ADVISORY AGREEMENT BETWEEN
OLD MUTUAL ADVISOR FUNDS AND OLD MUTUAL CAPITAL, INC.
Pursuant to Section 5 of this Agreement, each
Fund shall pay the Adviser, at the end of each calendar
month, compensation computed daily at an annual rate of
the Fund's average daily net assets based on the following
schedule:
Fund
Fee
Asset Level
Old Mutual International Bond Fund
0.600%
0.575%
0.550%
Less than $500 million
$500 million to less than $1 billion
$1 billion or greater
Fund
Fee
Asset Level
Old Mutual Provident Mid-Cap Growth
Fund
0.950%
0.925%
0.900%
Less than $500 million
$500 million to less than $1 billion
$1 billion or greater
1
8
1
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