EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT, effective as
of January 1, 2009, is made and entered into by and between OLD MUTUAL FUNDS I,
a business trust organized under the laws of the State of Delaware (the
“Trust”), and OLD MUTUAL CAPITAL, INC., a Delaware corporation (the
“Adviser”).
WHEREAS, the Adviser has been
appointed the investment adviser of each of the series funds listed on Schedule
A hereto (each, a “Fund” and collectively, the “Funds”), pursuant to Investment
Advisory Agreements between the Trust, on behalf of the Funds, and the Adviser
(the “Advisory Agreements”);
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 Agreements (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 underlying fund fees and expenses, interest, taxes, brokerage costs and
commissions, dividend and interest expense on short sales, litigation,
indemnification, and extraordinary expenses as determined under generally
accepted accounting principles) (“Operating Expenses”) of each Fund to an annual
rate (as a percentage of a Fund’s 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, 2009.
2. The
Trust agrees to pay the Adviser the amount of advisory fees that, but for
Section 1 hereof, would have been payable by each Fund to the Adviser pursuant
to the Advisory Agreements 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 a Fund, without regard to such repayment, are at an annual
rate (as a percentage of the average daily net assets of the Fund) less than the
Expense Limit for payments made through the period ending December 31, 2009.
Furthermore, the amount of Deferred Expenses paid by a Fund 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 Fund do not exceed such rate as may be
agreed upon from time to time for payments made after December 31,
2009. Deferred Expenses shall not be payable by a Fund 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
payments for Deferred Expenses shall be made within three years after the year
in which the Adviser incurred the expense. In no event will a Fund 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, 2009. This Agreement may
be amended or continued beyond December 31, 2009 only if agreed to in writing by
both parties.
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 each Fund 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 each Fund.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date written
below.
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OLD
MUTUAL CAPITAL, INC.
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By:
/s/ Xxxxxx X. Sluyters
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By:
/s/ Xxxx X. Xxxxx
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Name:
Xxxxxx X. Sluyters
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Name:
Xxxx X. Xxxxx
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Title:
President
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Title: Chief
Financial Officer
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Date:
September 11, 2008
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Date:
September 11, 2008
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SCHEDULE
A
to
Expense
Limitation Agreement – Retail Funds
Effective
January 1, 2009
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Fund
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Share Class
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Expense Limit
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Old
Mutual Asset Allocation Conservative Portfolio
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A
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0.61%
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C
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1.36%
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|||
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Z
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0.36%
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|||
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Institutional
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0.36%
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|||
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Old
Mutual Asset Allocation Balanced Portfolio
|
A
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0.64%
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C
|
1.39%
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|||
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Z
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0.39%
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|||
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Institutional
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0.39%
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|||
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Old
Mutual Asset Allocation Moderate Growth Portfolio
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A
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0.57%
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C
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1.32%
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|||
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Z
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0.32%
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|||
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Institutional
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0.32%
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|||
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Old
Mutual Asset Allocation Growth Portfolio
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A
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0.57%
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C
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1.32%
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|||
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Z
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0.32%
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|||
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Institutional
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0.32%
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|||
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Old
Mutual Xxxx Xxxxxx China Fund
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A
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1.95%
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C
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2.70%
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|||
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Z
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1.70%
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|||
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Institutional
|
1.40%
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|||
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Old
Mutual Xxxx Xxxxxx Emerging Markets Fund
|
A
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2.00%
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C
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2.75%
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|||
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Z
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1.75%
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|||
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Institutional
|
1.25%
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|||
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Old
Mutual International Equity Fund
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A
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1.52%
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C
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2.27%
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|||
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Z
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1.27%
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|||
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Institutional
|
1.02%
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|||
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Old
Mutual Copper Rock Emerging Growth Fund
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A
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1.67%
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C
|
2.42%
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|||
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Z
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1.42%
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|||
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Institutional
|
1.22%
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|||
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Old
Mutual Analytic Fund
|
A
|
1.55%
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||
|
C
|
2.30%
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|||
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Z
|
1.30%
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|||
|
Institutional
|
1.25%
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|||
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Old
Mutual Analytic Global Fund
|
A
|
1.95%
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||
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C
|
2.70%
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|||
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Z
|
1.70%
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|||
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Institutional
|
1.40%
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|||
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Old
Mutual Provident Mid-Cap Growth Fund
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Institutional
|
1.15%
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Old
Mutual International Bond Fund
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Institutional
|
0.95%
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