OLD MUTUAL FUNDS I AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
AMENDED
AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
This
Amended and Restated Extended Expense Limitation Agreement (“Agreement”), effective as of January
1, 2010, 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”) on behalf
of each portfolio of the Trust set forth in Schedule A (each a “Portfolio”, and
collectively, the “Portfolios”), and Old Mutual Capital, Inc., a Delaware
corporation (“Old Mutual Capital” or the “Investment Manager”).
WHEREAS,
the Trust and Old Mutual Capital have entered into Investment Management
Agreements (the “Management Agreements”), pursuant to which Old Mutual Capital
renders investment advisory and administrative services to each Portfolio for
compensation (the “Management Fee”) based on the value of the average daily net
assets of each such Portfolio;
WHEREAS,
the Trust currently maintains up to four (4) classes of shares for the
Portfolios, Class A, Class C, Institutional Class, and Class Z (each a “Class”
and, collectively, the “Classes”); and
WHEREAS,
the Trust and the Investment Manager have determined that it is appropriate and
in the best interests of each Portfolio and its shareholders to limit certain
expenses of each Class of each Portfolio.
NOW,
THEREFORE, intending to be legally bound, the parties agree as
follows:
|
I.
|
EXPENSE
LIMITATION
|
A. The
Investment Manager hereby agrees, subject to the terms of this Agreement, to
reduce the fees payable to it under the Management Agreements and to
make any additional payments to the extent necessary to limit 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 (the “Operating Expenses”) of each Portfolio to
an annual rate (as a percentage of the Portfolios’ average daily net assets) as
set forth in Schedule A (“Expense Limit”) for the period beginning January 1,
2010 through December 31, 2018 (the “Expense Period”).
B. To
determine the Investment Manager’s liability with respect to the Operating
Expenses, each month the Operating Expenses for each Class of each Portfolio
shall be annualized as of the last day of the month. If the
annualized Operating Expenses for any month of a Class of a Portfolio exceed the
Expense Limit for such Class, the Investment Manager shall first waive or reduce
its Management Fee for such month for the affected Portfolio or Portfolios by an
amount sufficient to reduce the annualized Operating Expenses to an amount no
higher than the Expense Limit. If the amount of the waived or reduced
Management Fee for any such month is insufficient to pay the Operating Expenses,
the Investment Manager may also remit to the appropriate Portfolio or Portfolios
an amount that, together with the waived or reduced Management Fee, is
sufficient to pay such Operating Expenses.
C. The
Trust agrees to pay and/or reimburse the Investment Manager the amount of
Operating Expenses remitted by the Investment Manager (“Reimbursement Amount”)
as long as the Management Agreement is still in effect and subject to the
limitations provided in this paragraph. Such Reimbursement Amount
shall be made up to the Expense Limit on a monthly basis, but only if each
Portfolio’s Operating Expenses without regard to such repayment, are at an
annual rate (as a percentage of the average daily net assets of the Portfolio)
less than the Expense Limit. All Reimbursement Amounts shall be made
within three years from the time the Investment Manager incurred the
expense. In no event will the Portfolios be obligated to pay any fees
waived or deferred by the Investment Manager with respect to any other series of
the Trust.
II. TERM
AND TERMINATION OF AGREEMENT
This
Agreement shall continue in effect until December 31, 2018. The
Agreement may be amended or continued beyond December 31, 2018 only if agreed to
in writing by both parties.
III. MISCELLANEOUS.
A. The
captions in this Agreement are included for convenience of reference only and in
no other way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
B. 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 a 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.
C. Any
questions of interpretation of any term or provision of this Agreement,
including but not limited to the Management Fee, the computations of net asset
values, and the allocation of expenses, having a counterpart in or otherwise
derived from the terms and provisions of the Management Agreement or the
Investment Company Act of 1940, as amended (the “1940 Act”), shall have the same
meaning as and be resolved by reference to such Management Agreement or the 1940
Act.
D. 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.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
respective duly authorized officers.
on behalf
of each Portfolio listed on Schedule A
By: /s/
Xxxxxx X. Sluyters
Name: Xxxxxx
X. Sluyters
Title: President
Date: September
11, 2008
OLD
MUTUAL CAPITAL, INC.
By: /s/
Xxxx X. Xxxxx
Name: Xxxx
X. Xxxxx
Title: Chief
Financial Officer
Date: September
11, 2008
SCHEDULE
A
TO
AMENDED
AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
BETWEEN
OLD
MUTUAL FUNDS I AND OLD MUTUAL CAPITAL, INC.
EFFECTIVE
JANUARY 1, 2010
|
Expense
Limits
|
||||
|
Class
A
|
Class
C
|
Institutional
Class
|
Class
Z
|
|
|
Old
Mutual Analytic Defensive Equity Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual Analytic Global Defensive Equity Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual Asset Allocation Balanced Portfolio
|
2.00%
|
2.75%
|
1.75%
|
1.75%
|
|
Old
Mutual Asset Allocation Conservative Portfolio
|
2.00%
|
2.75%
|
1.75%
|
1.75%
|
|
Old
Mutual Asset Allocation Growth Portfolio
|
2.00%
|
2.75%
|
1.75%
|
1.75%
|
|
Old
Mutual Asset Allocation Moderate Growth Portfolio
|
2.00%
|
2.75%
|
1.75%
|
1.75%
|
|
Old
Mutual Xxxx Xxxxxx China Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual Xxxx Xxxxxx Emerging Markets Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual Copper Rock Emerging Growth Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual International Bond Fund
|
N/A
|
N/A
|
2.75%
|
N/A
|
|
Old
Mutual International Equity Fund
|
3.00%
|
3.75%
|
2.75%
|
2.75%
|
|
Old
Mutual Provident Mid-Cap Growth Fund
|
N/A
|
N/A
|
2.75%
|
N/A
|
