OLD MUTUAL ADVISOR FUNDS EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT, effective as of May 11, 2005, by and between Old Mutual Advisor Funds (the "Trust"), on behalf of each portfolio of the Trust set forth in Schedule A, Schedule C and Schedule I (each a "Portfolio”, and collectively, the "Portfolios"), and Old Mutual Capital, Inc. (the "Adviser").
WHEREAS, the Trust is a Delaware statutory trust organized under an Agreement and Declaration of Trust dated May 27, 2004 (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
WHEREAS, the Trust currently maintains three (3) classes of shares for each Portfolio, Class A, Class C and Institutional Class (each a “Class” and, collectively, the “Classes”); and
WHEREAS, the Trust and the Adviser have entered into an Investment Advisory Agreement (the "Advisory Agreement"), pursuant to which the Adviser will render investment advisory services to each Portfolio for compensation based on the value of the average daily net assets of each such Portfolio; and
WHEREAS, the Trust and the Adviser have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to maintain certain expenses of each Class of each Portfolio at a level below the level to which each such Class would normally be subject.
NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:
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This Agreement shall continue in effect for a period of one year from the commencement of operations of the Portfolio 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"). Nevertheless, 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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4.2 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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on behalf of each of the Portfolios listed on Schedule A, Schedule C and Schedule I | |
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By:
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OLD MUTUAL CAPITAL, INC. | |
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By:
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SCHEDULE A
DATED MAY 11, 2005
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED MAY 11, 2005
(Class A Shares)
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Expense Limit |
This Agreement relates to the following |
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Portfolios of the Trust: |
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Old Mutual Copper Rock Emerging Growth Fund |
1.55% |
SCHEDULE C
DATED MAY 11, 2005
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED MAY 11, 2005
(Class C Shares)
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Expense Limit |
This Agreement relates to the following |
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Portfolios of the Trust: |
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Old Mutual Copper Rock Emerging Growth Fund |
2.30% |
SCHEDULE I
DATED MAY 11, 2005
TO
BETWEEN
AND
OLD MUTUAL CAPITAL, INC.
DATED MAY 11, 2005
(Institutional Class Shares)
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Expense Limit |
This Agreement relates to the following |
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Portfolios of the Trust: |
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Old Mutual Copper Rock Emerging Growth Fund |
1.10% |