INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT effective as of the 19th day of
November, 2007 by and among Old Mutual Capital, Inc.
(the "Adviser"), Provident Investment Counsel, Inc. (the
"Sub-Adviser"), and Old Mutual Advisor Funds, a Delaware
statutory trust (the "Trust").
WHEREAS, the Trust is registered as an open-end
management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, pursuant to the Investment Advisory
Agreement dated July 17, 2007 between the Adviser and
the Trust, the Adviser acts as investment adviser for the
Old Mutual Provident Mid-Cap Growth Fund (the "Fund");
and
WHEREAS, the Adviser and the Trust each desire
to retain the Sub-Adviser to provide investment advisory
services to the Trust in connection with the management of
all of the assets of the Fund, and the Sub-Adviser is willing
to render such investment advisory services.
NOW, THEREFORE, intending to be legally bound,
the parties hereto agree as follows:
1. (a) Subject to supervision and oversight by the
Adviser and the Trust's Board of Trustees, the Sub-Adviser
shall manage (i) the investment operations of the Fund, and
(ii) the composition of the Fund's investment portfolio,
including the purchase, retention and disposition thereof, in
accordance with the Fund's investment objectives, policies
and restrictions as stated in the Fund's Prospectus and
Statement of Additional Information (such Prospectus and
Statement of Additional Information as currently in effect
and as amended or supplemented from time to time, being
herein called the "Prospectus"), and subject to the following
understandings:
(1) The Sub-Adviser shall provide
supervision of the Fund's investments and determine from
time to time what investments and securities will be
purchased, retained or sold by the Fund, and what portion
of the assets will be invested or held uninvested in cash.
(2) In the performance of its duties and
obligations under this Agreement, the Sub-Adviser shall act
in conformity with the Trust's Prospectus and with the
instructions and directions of the Adviser and of the Board
of Trustees and will conform and comply with the
requirements of the 1940 Act, the Internal Revenue Code
of 1986, as amended, and all other applicable federal and
state laws and regulations, as each is amended from time
to time.
(3) The Sub-Adviser shall determine the
securities to be purchased or sold with respect to the Fund
and will place orders with or through such persons, brokers
or dealers to carry out the policy with respect to brokerage
set forth in such Fund's Registration Statement (as defined
herein) and Prospectus or as the Board of Trustees or the
Adviser may direct from time to time, in conformity with
federal securities laws. In providing the Fund with
investment supervision, the Sub-Adviser will give primary
consideration to securing the most favorable price and
efficient execution. Within the framework of this policy, the
Sub-Adviser may consider the financial responsibility,
research and investment information and other services
provided by brokers or dealers who may effect or be a party
to any such transaction or other transactions to which the
Sub-Adviser's other clients may be a party. It is understood
that it is desirable for the Fund that the Sub-Adviser have
access to (i) supplemental investment and market research
and (ii) security and economic analysis provided by brokers
who may execute brokerage transactions at a higher cost to
the Fund than may result when allocating brokerage to
other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, the Sub-Adviser is
authorized to place orders for the purchase and sale of
securities on behalf of the Fund with brokers, subject to
review by the Trust's Board of Trustees from time to time
with respect to the extent and continuation of this practice.
It is understood that the services provided by such brokers
may be useful to the Sub-Adviser in connection with the
Sub-Adviser's services to other clients.
On occasions when the Sub-Adviser
deems the purchase or sale of a security to be in the best
interest of the Fund as well as other clients of the Sub-
Adviser, the Sub-Adviser, to the extent permitted by
applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be so purchased
or sold in order to obtain the most favorable price or lower
brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be
made by the Sub-Adviser in the manner it considers to be
the most equitable and consistent with its fiduciary
obligations to the Fund in question and to such other
clients.
(4) The Sub-Adviser at its expense will
make available to the Trustees of the Fund and the Adviser
at reasonable times its portfolio managers and other
appropriate personnel, either in person or, at the mutual
convenience of the Adviser and the Sub-Adviser, by
telephone, in order to review the investment policies,
performance and other investment related information
regarding the Fund and to consult with the Trustees of the
Fund and Adviser regarding the Fund's investment affairs,
including economic, statistical and investment matters
related to the Sub-Adviser's duties hereunder, and will
provide periodic reports to the Adviser relating to the
investment strategies it employs. The Sub-Adviser and its
personnel shall also cooperate fully with counsel and
auditors for, and the Chief Compliance Officers of, the
Adviser and the Trust.
(5) In accordance with procedures
adopted by the Trustees of the Fund, as amended from
time to time, the Sub-Adviser is responsible for assisting in
the fair valuation of all Fund securities. The Sub-Adviser
will use its reasonable efforts to provide, based upon its
own expertise, and to arrange with parties independent of
the Sub-Adviser such as broker-dealers for the provision of,
valuation information or prices for securities for which
prices are deemed by the Adviser or Trust's administrator
not to be readily available in the ordinary course of
business from an automated pricing service. In addition,
the Sub-Adviser will assist the Fund and its agents in
determining whether prices obtained for valuation purposes
accurately reflect market price information relating to the
assets of the Fund at such times as the Adviser shall
reasonably request, including but not limited to, the hours
after the close of a securities market and prior to the daily
determination of the Fund's net asset value per share.
(6) The Sub-Adviser at its expense will
provide the Adviser and/or the Trust's Chief Compliance
Officer with such compliance reports relating to its duties
under this Agreement as may be requested from time to
time. Notwithstanding the foregoing, the Sub-Adviser will
promptly report to the Adviser any material violations of the
federal securities laws (as defined in Rule 38a-1 of the
0000 Xxx) that it is or should be aware of or of any material
violation of the Sub-Adviser's compliance policies and
procedures that pertain to the Fund, as well as any change
in portfolio manager(s) of the Fund.
(7) Unless otherwise directed by the
Adviser or the Trust's Board of Trustees, the Sub-Adviser
will vote all proxies received in accordance with the Trust's
proxy voting policy or, if the Sub-Adviser has a proxy voting
policy approved by the Trust's Board of Trustees, the Sub-
Adviser's proxy voting policy. The Adviser shall instruct the
Fund's custodian to forward or cause to be forwarded to the
Sub-Adviser all relevant proxy solicitation materials. The
Sub-Adviser shall maintain and shall forward to the Fund or
its designated agent such proxy voting information as is
necessary for the Fund to timely file proxy voting results in
accordance with Rule 30b1-4 of the 0000 Xxx.
(8) The Sub-Adviser represents and
warrants that it has adopted a code of ethics meeting the
requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Investment
Advisers Act of 1940 and has provided the Adviser and the
Trustees of the Fund a copy of such code of ethics,
together with evidence of its adoption, and will promptly
provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Adviser,
but in any event no less frequently than annually, the Sub-
Adviser will supply the Adviser a written report that (A)
describes any issues arising under the code of ethics or
procedures since the Sub-Adviser's last report, including
but not limited to material violations of the code of ethics or
procedures and sanctions imposed in response to the
material violations; and (B) certifies that the procedures
contained in the Sub-Adviser's code of ethics are
reasonably designed to prevent "access persons" from
violating the code of ethics.
(9) The Sub-Adviser will review draft
reports to shareholders and other documents provided or
available to it and provide comments on a timely basis. In
addition, the Sub-Adviser and each officer and portfolio
manager thereof designated by the Adviser will provide on
a timely basis such certifications or sub-certifications as the
Adviser may reasonably request in order to support and
facilitate certifications required to be provided by the Trust's
Principal Executive Officer and Principal Accounting Officer.
(10) The Sub-Adviser shall maintain all
books and records with respect to the Fund's portfolio
transactions required by subparagraphs (b)(5), (6), (7), (9),
(10) and (11) and paragraph (f) of Rule 31a-1 under the
1940 Act and shall render to the Trust's Board of Trustees
such periodic and special reports as the Trust's Board of
Trustees may reasonably request.
(11) The Sub-Adviser shall provide the
Fund's custodian on each business day with information
relating to all transactions concerning the Fund's assets
and shall provide the Adviser with such information upon
request of the Adviser.
(12) (a) The investment management
services provided by the Sub-Adviser under this Agreement
are not to be deemed exclusive and the Sub-Adviser shall
be free to render similar services to others, as long as such
services do not impair the services rendered to the Adviser
or the Trust.
(b) Services to be furnished by
the Sub-Adviser under this Agreement may be furnished
through the medium of any of the Sub-Adviser's officers or
employees.
(c) The Sub-Adviser shall keep
the Fund's books and records required to be maintained by
the Sub-Adviser pursuant to paragraph 1(a) of this
Agreement and shall timely furnish to the Adviser all
information relating to the Sub-Adviser's services under this
Agreement needed by the Adviser to keep the other books
and records of the Fund required by Rule 31a-1 under the
1940 Act. The Sub-Adviser agrees that all records that it
maintains on behalf of the Fund are property of the Fund
and the Sub-Adviser will surrender promptly to the Fund
any of such records upon the Fund's request; provided,
however, that the Sub-Adviser may retain a copy of such
records. The Sub-Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 under the 1940 Act
any such records as are required to be maintained by it
pursuant to paragraph 1(a) of this Agreement.
2. The Adviser shall continue to have responsibility for
all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the Sub-
Adviser's performance of its duties under this Agreement.
3. The Adviser has delivered to the Sub-Adviser copies
of each of the following documents and will deliver to it all
future amendments and supplements, if any:
(a) Certified resolutions of the Trust's Board of
Trustees authorizing the appointment of the Sub-Adviser
and approving the form of this Agreement;
(b) Registration Statement under the 1940 Act
and the Securities Act of 1933, as amended on Form N-1A
(the "Registration Statement"), as filed with the Securities
and Exchange Commission (the "Commission") relating to
the Fund and shares of the Fund's beneficial shares, and
all amendments thereto; and
(c) Prospectus of the Fund.
4. For the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Fund, the Adviser will
pay to the Sub-Adviser as full compensation therefore: a
sub-advisory fee as set forth in Schedule A hereto (net of
50% of any waivers, reimbursement payments,
supermarket fees and alliance fees waived, reimbursed, or
paid by the Adviser). This fee will be paid to the Sub-
Adviser from the Adviser's advisory fee from the Fund.
This fee will be computed daily and paid to the Sub-Adviser
monthly.
To the extent that the Adviser is reimbursed by the
Trust for any waived fees or reimbursed expenses pursuant
to the terms of a separate expense limitation agreement
between the Trust and the Adviser, the Adviser will pay to
the Sub-Adviser its pro-rata share of any such reimbursed
amount.
5. The Sub-Adviser shall not be liable for any error of
judgment or for any loss suffered by the Fund or the
Adviser in connection with performance of its obligations
under this Agreement, except a loss resulting from a
breach of fiduciary duty with respect to the receipt of
compensation for services (in which case any award of
damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the 1940 Act), or a loss resulting
from willful misfeasance, bad faith or gross negligence on
the Sub-Adviser's part in the performance of its duties or
from reckless disregard of its obligations and duties under
this Agreement, except as may otherwise be provided
under provisions of applicable state law which cannot be
waived or modified hereby.
6. This Agreement shall continue in effect for a period
of more than two years from the date hereof only so long as
continuance is specifically approved at least annually in
conformance with the 1940 Act provided, however, that this
Agreement may be terminated (a) by the Fund at any time,
without the payment of any penalty, by the vote of a
majority of Trustees of the Trust or by the vote of a majority
of the outstanding voting securities of the Fund, (b) by the
Adviser at any time, without the payment of any penalty, on
not more than 60 days' nor less than 30 days' written notice
to the other parties, or (c) by the Sub-Adviser at any time,
without the payment of any penalty, on 90 days' written
notice to the other parties. This Agreement shall terminate
automatically and immediately in the event of its
assignment. As used in this Section 6, the terms
"assignment" and "vote of a majority of the outstanding
voting securities" shall have the respective meanings set
forth in the 1940 Act and the rules and regulations
thereunder, subject to such exceptions as may be granted
by the Commission under the 1940 Act.
7. Nothing in this Agreement shall limit or restrict the
right of any of the Sub-Adviser's partners, officers, or
employees to engage in any other business or to devote his
or her time and attention in part to the management or
other aspects of any business, whether of a similar or
dissimilar nature, nor limit or restrict the Sub-Adviser's right
to engage in any other business or to render services of
any kind to any other corporation, firm, individual or
association.
8. During the term of this Agreement, the Adviser
agrees to furnish the Sub-Adviser at its principal office all
prospectuses, proxy statements, reports to shareholders,
sales literature or other materials prepared for distribution
to shareholders of the Fund, the Trust or the public that
refers to the Sub-Adviser or its clients in any way prior to
use thereof and not to use material if the Sub-Adviser
reasonably objects in writing within five business days (or
such other period as may be mutually agreed upon) after
receipt thereof. The Sub-Adviser's right to object to such
materials is limited to the portions of such materials that
expressly relate to the Sub-Adviser, its services and its
clients. The Adviser agrees to use its reasonable best
efforts to ensure that materials prepared by its employees
or agents or its affiliates that refer to the Sub-Adviser or its
clients in any way are consistent with those materials
previously approved by the Sub-Adviser as referenced in
the first sentence of this paragraph. Sales literature may
be furnished to the Sub-Adviser by first-class mail,
electronic mail or overnight delivery service, facsimile
transmission equipment or hand delivery.
9. 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.
10. No provisions 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 the vote of
the majority of the outstanding voting securities of the
Fund.
11. This Agreement shall be governed by the laws of
the state of Delaware; provided, however, that nothing
herein shall be construed as being inconsistent with the
1940 Act.
12. This Agreement embodies the entire agreement and
understanding among the parties hereto, and supersedes
all prior agreements and understandings relating to this
Agreement's subject matter. This Agreement may be
executed in any number of counterparts, each of which
shall be deemed to be an original; all such counterparts
shall, together, constitute only one instrument.
13. Should any part of this Agreement be held invalid by
a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective
successors.
14. Any notice, advice or report to be given pursuant to
this Agreement shall be delivered or mailed:
To the Adviser at:
Old Mutual Capital, Inc.
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
To the Sub-Adviser at:
Provident Investment Counsel, Inc.
000 Xxxxx Xxxx Xxxxxx, Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000-0000
Attention: President
To the Trust or the Fund at:
Old Mutual Advisor Funds
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
14. Where the effect of a requirement of the 1940 Act
reflected in any provision of this Agreement is altered by a
rule, regulation or order of the Commission, whether of
special or general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or
order.
15. As required by certain exemptive rules under the
1940 Act, the Sub-Adviser is prohibited from consulting with
the entities listed below concerning transactions for the
Fund in securities or other assets:
(a) other sub-advisers to the Fund;
(b) other sub-advisers to a series of the Trust;
and
(c) other sub-advisers to a portfolio under
common control with the Fund.
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed by their officers
designated below.
OLD MUTUAL CAPITAL, INC. OLD MUTUAL ADVISOR FUNDS
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Sluyters
Name: Xxxx X. Xxxxx Name: Xxxxxx X. Sluyters
Title: Chief Financial Officer Title: President
Date: 11-19-07 Date: 11-19-07
PROVIDENT INVESTMENT COUNSEL, INC.
By: /s/ Xxxxx X.X. Xxxxxxx, Xx.
Name: Xxxxx X.X. Xxxxxxx, Xx.
Title: Managing Director, COO, and CCO
Date: 11-19-07
SCHEDULE A
TO INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
OLD MUTUAL ADVISOR FUNDS, OLD MUTUAL CAPITAL, INC.
AND PROVIDENT INVESTMENT COUNSEL, INC.
Pursuant to Section 4 of this Agreement, the
Adviser shall pay the Sub-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
Sub-Advisory
Fee*
Asset Level
Old Mutual Provident Mid-Cap Growth
Fund
0.60%
0.585%
0.57%
Less than $500 million
$500 million to less than $1 billion
$1 billion or greater
* Net of 50% of any waivers, reimbursement payments,
supermarket fees and alliance fees waived, reimbursed, or
paid by the Adviser.
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