UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY
(AS PERMITTED BY RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
Old Mutual Advisor Funds
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
OLD MUTUAL ADVISOR FUNDS
4643 South Ulster Street, 6th Floor
Denver, Colorado 80237
April 3, 2006
Dear Shareholder:
Old Mutual Copper Rock Emerging Growth Fund (the "Fund"), a series of
Old Mutual Advisor Funds (the "Trust"), will hold a Meeting of Shareholders (the
"Meeting") on May 12, 2006 at the offices of Old Mutual Capital, Inc. ("Old
Mutual Capital"), 4643 South Ulster Street, 6th Floor, Denver, Colorado 80237.
The purpose of the Meeting is to vote on an important proposal affecting the
Fund and you as a shareholder. This package contains important information about
the Meeting and the proposal, including a Notice of Meeting of Shareholders,
Questions and Answers about the Proxy Statement, the Proxy Statement, a proxy
card, simple instructions on how to vote by telephone, via the Internet, or by
mail, and a postage-paid business reply envelope (if you choose to vote by
mail).
As you will see from the enclosed materials, your Board of Trustees
("Board") is requesting that you approve an investment sub-advisory agreement
between the Trust, Old Mutual Capital and Copper Rock Capital Partners, LLC. The
Board has carefully considered the proposal, believes it to be in the best
interests of the shareholders, and unanimously recommends that you vote FOR the
proposal. If you should have any questions before you vote, please call the
Fund's proxy solicitor, InvestorConnect, toll-free at 1-800-761-6521.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE TRUST AND TO YOU AS A
SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR
VOTE.
Thank you for your response and we look forward to preserving your
trust as a valued shareholder.
Sincerely,
/s/ Kent Moore
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L. Kent Moore, Chairman
Old Mutual Advisor Funds
OLD MUTUAL ADVISOR FUNDS
QUESTIONS AND ANSWERS ABOUT THE PROXY STATEMENT
Old Mutual Advisor Funds (the "Trust") will hold a Meeting of
Shareholders of Old Mutual Copper Rock Emerging Growth Fund (the "Fund") on May
12, 2006, at the offices of Old Mutual Capital, Inc. ("Old Mutual Capital"),
4643 South Ulster Street, 6th Floor, Denver, Colorado 80237. It is important for
you to vote on the proposal described in the Proxy Statement. We recommend that
you read the Proxy Statement in its entirety - the explanations in the Proxy
Statement will help you decide on the issue. However, we thought it also would
be helpful to begin by answering some of the proposal.
WHAT ISSUE AM I BEING ASKED TO VOTE ON?
The Trust is asking shareholders to approve an investment sub-advisory
agreement ("New Sub-Advisory Agreement") between the Trust, Old Mutual Capital,
the Fund's investment adviser, and Copper Rock Capital Partners, LLC ("Copper
Rock").
WHY IS THE BOARD RECOMMENDING APPROVAL OF A NEW INVESTMENT SUB-ADVISORY
AGREEMENT?
Copper Rock has been the sole Sub-Adviser to the Fund since its
commencement of operations on August 1, 2005. Upon commencement of operations,
Copper Rock provided portfolio management services to the Fund pursuant to an
investment sub-advisory agreement dated June 14, 2005 ("Initial Sub-Advisory
Agreement") between the Trust, Old Mutual Capital and Copper Rock. On February
9, 2006, Old Mutual (US) Holdings, Inc. ("OMUSH") exercised its option to
purchase a majority ownership interest in Copper Rock which was 99% owned by
Copper Rock Employees, LP ("OMUSH Acquisition"). Upon exercising its option,
OMUSH acquired 60% of the interests in Copper Rock and became the controlling
member. The Trust is requesting approval of the New Sub-Advisory Agreement
because the transfer of the majority ownership interest in Copper Rock from
Copper Rock Employees, LP to OMUSH resulted in an "assignment" of the Initial
Sub-Advisory Agreement. Under the Investment Company Act of 1940, as amended
("1940 Act"), when a sub-advisory agreement is assigned, the sub-advisory
agreement necessarily terminates and a new sub-advisory agreement must be
approved by shareholders.
ARE THE TERMS OF THE NEW INVESTMENT SUB-ADVISORY AGREEMENT DIFFERENT FROM THE
CURRENT INVESTMENT SUB-ADVISORY AGREEMENT?
The terms of the New Sub-Advisory Agreement that you are being asked to
approve are identical in all material respects to the terms of the Initial
Sub-Advisory Agreement. The only change between the Initial Sub-Advisory
Agreement and the New Sub-Advisory Agreement is an additional provision that
will provide Copper Rock greater flexibility in managing the Fund. Thus,
approval of the New Sub-Advisory Agreement will permit continuity of management,
as well as continuity of the existing fee structure.
HAS THE BOARD APPROVED THE PROPOSAL?
Yes. After careful consideration, the Board unanimously recommends that
shareholders vote FOR the proposal.
HOW DO I VOTE MY SHARES?
You may vote by telephone, via the Internet, by mail, or in person at
the meeting. The enclosed proxy card contains the telephone number to vote by
telephone and the website to vote via the Internet. You may also vote by mailing
the enclosed proxy card. If you cast your vote by telephone or via the Internet,
please do not return your proxy card.
If you do not respond at all, InvestorConnect, a division of the Altman
Group, Inc., the Fund's proxy solicitor, may contact you by telephone to request
that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?
If you have any other questions or need further assistance in voting,
please call InvestorConnect toll free at 1-800-761-6521 between the hours of
10:00 a.m. and 10:00 p.m. Eastern Time.
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
Old Mutual Advisor Funds
4643 South Ulster Street, 6th Floor
Denver, Colorado 80237
NOTICE OF MEETING OF SHAREHOLDERS
To Be Held on May 12, 2006
NOTICE IS HEREBY GIVEN that a Meeting of Shareholders (the "Meeting")
of Old Mutual Copper Rock Emerging Growth Fund (the "Fund"), a series of Old
Mutual Advisor Funds (the "Trust"), will be held at the offices of Old Mutual
Capital, Inc., 4643 South Ulster Street, 6th Floor, Denver, Colorado 80237, on
May 12, 2006, at 10:00 a.m. Mountain Time, for the purpose of approving a new
investment sub-advisory agreement for the Fund.
The proposal is discussed in greater detail in the attached Proxy
Statement. If you owned shares of a Fund as of the close of business on March
13, 2006, you are entitled to vote. You may vote your shares in person at the
meeting or, for shareholders who do not expect to attend the meeting, in any of
the following ways:
(1) TELEPHONE: Please have available the enclosed proxy card. Call
the toll-free number located on the proxy card. Once
connected, follow the simple automated instructions. The
toll-free number is available 24 hours a day. A confirmation
of your vote will be mailed to you. OR
(2) INTERNET: Please have available the enclosed proxy card.
Access the website listed on the proxy card. Follow the simple
instructions found on the website. OR
(3) MAIL: Vote, sign, date, and return the enclosed proxy card in
the enclosed postage-paid business reply envelope.
By order of the Board of Trustees,
/s/ Andra C. Ozols
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Andra C. Ozols, Vice President
and Secretary
Old Mutual Advisor Funds
Dated: April 3, 2006
Denver, Colorado
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY SHAREHOLDER WHO
DOES NOT EXPECT TO ATTEND THE MEETING IN PERSON IS URGED TO VOTE BY TELEPHONE,
VIA THE INTERNET, OR BY MAIL. VOTING PROMPTLY BY TELEPHONE, VIA THE INTERNET, OR
BY MAIL WILL HELP THE FUNDS AVOID THE EXPENSES OF ADDITIONAL SOLICITATIONS AND
YOU MAY STILL ATTEND THE MEETING AND VOTE YOUR SHARES IN PERSON.
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OLD MUTUAL ADVISOR FUNDS
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
4643 South Ulster Street, 6th Floor
Denver, Colorado 80237
Proxy Statement
DATED: APRIL 3, 2006
This Proxy Statement is being furnished to the shareholders of the Old
Mutual Copper Rock Emerging Growth Fund (the "Fund"), a series of Old Mutual
Advisor Funds (the "Trust"), a Delaware statutory trust, by the Board of
Trustees (the "Board") in connection with the solicitation of shareholder votes
by proxy to be voted at the Meeting of Shareholders or any adjournments thereof
("Meeting"), to be held on May 12, 2006 at 10:00 a.m. Mountain Time, at the
offices of Old Mutual Capital, Inc. ("Old Mutual Capital"), 4643 South Ulster
Street, 6th Floor, Denver, Colorado 80237. It is expected that the Notice of
Meeting, Proxy Statement and proxy card will be first mailed to shareholders of
record on or about April 3, 2006.
At the Meeting, you will be asked to approve a new sub-advisory
agreement between the Trust, Old Mutual Capital, the Fund's investment adviser,
and Copper Rock Capital Partners, LLC ("Copper Rock"). THE BOARD OF TRUSTEES OF
THE TRUST RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
SHAREHOLDER VOTING
The Board intends to bring before the Meeting the matter set forth
herein. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. You can vote
easily and quickly by telephone, via the Internet, by mail, or in person. You
may change your vote even though a proxy has already been returned either by
written notice to the Secretary of the Trust, submitting a subsequent proxy, or
by voting in person at the meeting. A more detailed description of the various
voting procedures is provided in the section PROXY SOLICITATIONS AND SHAREHOLDER
VOTING PROCEDURES, beginning on page 4 of this Proxy Statement.
[END OF FRONT COVER PAGE]
OLD MUTUAL ADVISOR FUNDS
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
TABLE OF CONTENTS
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PROPOSAL: APPROVAL OF INVESTMENT SUB-ADVISORY AGREEMENT.............3
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Introduction.........................................................3
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Description of the New Sub-Advisory Agreement........................4
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Consultation with Certain Other Entities.............................5
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Trustees' Consideration and Recommendations..........................5
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ADDITIONAL INFORMATION...............................................6
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Investment Adviser...................................................6
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Distributor..........................................................6
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Administrator........................................................6
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Fund Ownership by Management.........................................6
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Fund Ownership by Significant Holders................................6
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Brokerage Commissions................................................6
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Fees Paid to Affiliates of Old Mutual Capital........................6
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Proxy Solicitations and Shareholder Voting Procedures................6
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Shareholder Proposals................................................8
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Other Business.......................................................8
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Appendix A - Trustees' Considerations and Recommendations............APP-A-1
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Schedule A - Officers and Directors of Copper Rock...................SCH-A-1
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Schedule B - General Partners of Copper Rock Employees, LP...........SCH-B-1
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Schedule C - Officers and Directors of Old Mutual Capital............SCH-C-1
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Schedule D - Fund Ownership by Management............................SCH-D-1
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Schedule E - Fund Ownership by Significant Holders...................SCH-E-1
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Schedule F - Shares of the Fund Outstanding as of March 13, 2006.....SCH-F-1
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Exhibit A - Form of Investment Sub-Advisory Agreement
with Copper Rock.........................................EXH-A-1
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PROPOSAL
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APPROVAL OF NEW INVESTMENT SUB-ADVISORY AGREEMENT FOR THE
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
INTRODUCTION
The Board has approved, subject to shareholder approval, a new
investment sub-advisory agreement ("New Sub-Advisory Agreement") between the
Trust, Old Mutual Capital and Copper Rock for the Fund. Shareholders as of the
record date March 13, 2006 are entitled to vote on this proposal. A form of the
New Sub-Advisory Agreement is attached to this Proxy Statement as EXHIBIT A and
the discussion contained herein regarding the New Sub-Advisory Agreement is
qualified in its entirety by reference to the attached form of the New
Sub-Advisory Agreement.
Copper Rock has been the sole Sub-Adviser to the Fund since its
commencement of operations on August 1, 2005. Upon commencement of operations,
Copper Rock provided portfolio management services to the Fund pursuant to an
investment sub-advisory agreement dated June 14, 2005 ("Initial Sub-Advisory
Agreement") between the Trust, Old Mutual Capital and Copper Rock. The Initial
Sub-Advisory Agreement was approved by the Fund's initial sole shareholder, Old
Mutual Capital. Old Mutual Capital is the Fund's Adviser and a wholly-owned
subsidiary of Old Mutual (US) Holdings, Inc. ("OMUSH"), a wholly-owned
subsidiary of Old Mutual plc, a London-exchange-listed international financial
services firm.
On February 9, 2006, OMUSH exercised its option to purchase a majority
ownership interest in Copper Rock which was 99% owned by Copper Rock Employees,
LP ("OMUSH Acquisition"). Upon exercising its option, OMUSH acquired 60% of the
interests in Copper Rock and became the controlling member. Copper Rock
Employees, LP is a Delaware limited partnership located at 200 Clarendon Street,
53rd Floor, Boston, Massachusetts 02116. SCHEDULE B contains a list of the
general partners of Copper Rock Employees, LP with the three largest partnership
interests as of March 13, 2006.
The Trust is requesting approval of the New Sub-Advisory Agreement
because the transfer of the majority ownership interest in Copper Rock from
Copper Rock Employees, LP to OMUSH resulted in an "assignment" of the Initial
Sub-Advisory Agreement. Under the Investment Company Act of 1940, as amended
("1940 Act"), when a sub-advisory agreement is assigned, the sub-advisory
agreement necessarily terminates and a new sub-advisory agreement must be
approved by shareholders.
In order to avoid disruption of the Fund's investment management
program pending shareholder approval of the New Sub-Advisory Agreement, the
Board approved an interim sub-advisory agreement ("Interim Sub-Advisory
Agreement") with Copper Rock pursuant to which Copper Rock is currently
providing portfolio management services to the Fund. The Interim Sub-Advisory
Agreement commenced on February 9, 2006 (the "Commencement Date"), and will
remain in effect for a period that will expire on the earlier of: (i) the date
on which the shareholders of the Fund approve the New Sub-Advisory Agreement; or
(ii) 150 days after the Commencement Date.
The terms of the New Sub-Advisory Agreement that you are being asked to
approve are almost identical in all material respects to the terms of the
Initial Sub-Advisory Agreement, but the New Sub-Advisory Agreement includes one
additional provision that was not included in the Initial Sub-Advisory
Agreement. As more fully described below, this additional provision will provide
Copper Rock greater flexibility in managing the Fund.
Under the 1940 Act, approval of the New Sub-Advisory Agreement requires
the affirmative vote of the lesser of (a) 67% or more of the voting securities
of the Fund present at the meeting or represented by proxy if the holders of
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy or (b) more than 50% of the outstanding voting securities
of the particular Fund.
3
DESCRIPTION OF THE NEW SUB-ADVISORY AGREEMENT
SERVICES
The New Sub-Advisory Agreement obligates Copper Rock to: (i) manage the
investment operations and composition of the Fund, including the purchase,
retention and disposition thereof in accordance with the Fund's investment
objective, policies and restrictions as stated in the Fund's prospectus and
statement of additional information and any supplements thereto (collectively
referred to as the "Prospectus"); (ii) provide supervision of the Fund's
investments and determine from time to time what investments and securities will
be purchased, retained or sold and what portion of the assets will be invested
or held uninvested in cash in accordance with the Fund's investment objective,
policies and limitations; (iii) place orders with or through such persons,
brokers or dealers to carry out the policy with respect to brokerage set forth
in the Fund's Prospectus or as the Board or Old Mutual Capital may direct from
time to time, in conformity with federal securities laws; (iv) make available
its portfolio managers or other appropriate personnel to discuss the investment
affairs of the Fund with the Board; (v) assist in the fair valuation of
securities; (vi) provide compliance reports to Old Mutual Capital and/or the
Trust's Chief Compliance Officer; and (vii) perform other duties in connection
with its sub-advisory activities.
INVESTMENT SUB-ADVISORY FEES
For the services provided pursuant to the New Sub-Advisory Agreement,
Copper Rock is entitled to receive from Old Mutual Capital a sub-advisory fee at
a rate of 0.60% of the average daily net assets of the Fund. There is no change
in the sub-advisory fee under the New Sub-Advisory Agreement. Copper Rock does
not receive any sub-advisory fees directly from the Fund under the New
Sub-Advisory Agreement.
The following table shows the investment advisory fees paid to Old
Mutual Capital by the Fund, the advisory fees waived by Old Mutual Capital, and
the net advisory fees paid by the Fund for the period from commencement of
operations (August 1, 2005) to February 28, 2006.
ADVISORY FEE
INCURRED FEE WAIVED NET FEES PAID
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$27,502 $(161,581) $(134,079)
In addition, in the interest of limiting the expenses of the Fund, Old Mutual
Capital has signed an expense limitation contract with the Trust on behalf of
the Fund ("Expense Limitation Agreement") pursuant to which Old Mutual Capital
has agreed to waive a portion of its fee and to assume other expenses in an
amount necessary to limit total annual operating expenses (excluding fees and
expenses incurred under the Trust's Distribution Plans and Service Plan, with
respect to Class A and Class C, sales charges, interest, taxes, brokerage
commissions, any expenditures that are capitalized in accordance with generally
accepted accounting principles, and any extraordinary expenses not incurred in
the ordinary course of the Fund's business) (the "Expense Limitations") as set
forth in the table below.(1)
EXPENSE LIMITATIONS
CLASS A Class C Class Z Institutional Class
------- ------- ------- -------------------
1.55% 2.30% 1.10% 1.30%
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(1) Reimbursement by the Fund of advisory fees waived and other expenses paid
by Old Mutual Capital pursuant to the Expense Limitation Agreement may be
made at a later date, but not longer than two fiscal years after the fiscal
year in which fees were waived or expenses paid, when the Fund has reached
a sufficient asset size to permit reimbursement to be made without causing
the total annual expense rate of each Fund to exceed the Expense
Limitation. Consequently, no reimbursement by the Fund will be made unless:
(i) the Fund's assets exceed $75 million; (ii) the Fund's total annual
expense ratio is less than the Expense Limitation (excluding certain other
expenses such as brokerage commissions and extraordinary expenses); and
(iii) the payment of such reimbursement is approved by the Board on a
quarterly basis.
4
LIMITATIONS ON LIABILITY
The New Sub-Advisory Agreement provides certain limitations on Copper
Rock's liability, but also provides that Copper Rock shall not be protected
against any liability to the Fund or its shareholders by reason of willful
misfeasance, bad faith or gross negligence on its part in the performance of its
duties or from reckless disregard of its obligations or duties thereunder, or
from a breach of fiduciary duty with respect to the receipt of compensation for
services thereunder.
CONTINUANCE AND RENEWALS
The continuance of the New Sub-Advisory Agreement after two years from
the date it is approved by shareholders must be specifically approved at least
annually by the following: (i) the Board or by vote of a majority of the
outstanding voting securities of the Fund; and (ii) the affirmative vote of a
majority of Trustees who are not parties to the agreement or interested persons
of any such party by votes cast in person at a meeting called for such purpose.
The New Sub-Advisory Agreement may be terminated in the following manner: (i) by
the Fund, without the payment of any penalty, by the vote of a majority of the
trustees or by the vote of a majority of the outstanding voting securities of
the Fund; (ii) by Old Mutual Capital 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 (iii) by Copper Rock at any time, without the payment of any
penalty, on 90 days' written notice to the other parties. The New Sub-Advisory
Agreement will also terminate automatically in the event of its assignment (as
defined in the 1940 Act).
CONSULTATION WITH CERTAIN OTHER ENTITIES
In 2003, the Securities and Exchange Commission amended certain rules
under the 1940 Act to permit mutual fund sub-advisers to engage in transactions
with other sub-advisers of funds in the same mutual fund complex as well as
companies affiliated with such other sub-advisers. To take advantage of this
increased regulatory flexibility, the amended rules require that a mutual fund
contractually prohibit its sub-advisers from consulting with one another
regarding transactions in securities or other assets of the funds that they
sub-advise. Accordingly, the New Sub-Advisory Agreement includes an additional
provision that prohibits Copper Rock from consulting with the following entities
concerning transactions for the Fund in securities or other assets: (i) other
sub-advisers to any series portfolio of the Trust; and (ii) other sub-advisers
to any portfolio under common control with the Fund. This restriction will
provide Copper Rock greater investment flexibility in managing the Fund by
permitting it to engage in transactions with other sub-advisers to the Trust or
their affiliates, subject to certain limitations under the 1940 Act.
INFORMATION ABOUT COPPER ROCK
Copper Rock is a Delaware limited liability company located at 200
Clarendon Street, 53rd Floor, Boston, Massachusetts 02116. Copper Rock manages
discretionary equity portfolios for institutional accounts. As of January 1,
2006, Copper Rock held discretionary management authority with respect to
approximately $370 million in assets under management. SCHEDULE A contains a
list of the directors and officers of Copper Rock.
TRUSTEES' CONSIDERATION AND RECOMMENDATIONS
The Trustees' consideration and recommendations regarding the New
Sub-Advisory Agreement can be found in APPENDIX A to this Proxy Statement.
5
ADDITIONAL INFORMATION
INVESTMENT ADVISER
Old Mutual Capital, the Fund's investment adviser, is located at 4643
South Ulster Street, 6th Floor, Denver, Colorado 80237. The directors and
officers of Old Mutual Capital can be found in SCHEDULE C attached hereto.
DISTRIBUTOR
Old Mutual Investment Partners, the Trust's Distributor, is located at
4643 South Ulster Street, 6th Floor, Denver, Colorado 80237.
ADMINISTRATOR
Old Mutual Fund Services, the Trust's Administrator, is located at 4643
South Ulster Street, 6th Floor, Denver, Colorado 80237.
FUND OWNERSHIP BY MANAGEMENT
The ownership of shares of the Fund by each person who has been a
trustee or executive officer of the Trust at any time since the beginning of the
last fiscal year of the Trust can be found in SCHEDULE D attached hereto.
FUND OWNERSHIP BY SIGNIFICANT HOLDERS
A list of the names, addresses and the ownership of each person who, as
of March 13, 2006 to the knowledge of the Trust, owned 5% or more of any class
of the outstanding shares of each Fund can be found in SCHEDULE E attached
hereto.
BROKERAGE COMMISSIONS
For the fiscal year ended July 31, 2005, the Fund did not pay brokerage
commissions to brokers affiliated with the Fund, Old Mutual Capital, Old Mutual
Investment Partners or any affiliates of such entities.
FEES PAID TO AFFILIATES OF OLD MUTUAL CAPITAL
During the period the Fund began operations (August 1, 2005) through
January 31, 2006, the Fund paid to Old Mutual Shareholder Services, Inc., Old
Mutual Fund Services, and Old Mutual Investment Partners, affiliates of Old
Mutual Capital, aggregate fees for shareholder services totaling $247, $650, and
$1,000, respectively.
PROXY SOLICITATIONS AND SHAREHOLDER VOTING PROCEDURES
The solicitation of proxies, the cost of which will be borne by Old
Mutual Capital, will be made primarily by mail but may also be made by telephone
by InvestorConnect, a division of the Altman Group, Inc. ("InvestorConnect),
professional proxy solicitors. Officers or employees of Old Mutual Capital or
its affiliates, including officers or employees of Copper Rock, may also solicit
proxies by telephone. These officers and employees will not receive any special
compensation for their assistance in the solicitation of proxies for the Fund.
Authorizations to execute proxies may be obtained by telephonic or
electronically transmitted instructions in accordance with procedures designed
to authenticate the shareholder's identity. Proxies that are obtained
6
telephonically (as opposed to where the shareholder calls the toll-free number
directly to vote) will be recorded in accordance with the procedures described
below. The trustees believe that these procedures are reasonably designed to
ensure that both the identity of the shareholder casting the vote and the voting
instructions of the shareholder are accurately determined. Shareholders also may
vote by mail or through a secure Internet site. Proxies by telephone or Internet
may be revoked at any time before they are voted in the same manner that proxies
voted by mail may be revoked.
In all cases where a telephonic proxy is solicited, the InvestorConnect
representative is required to ask for each shareholder's full name and address,
or the zip code or employer identification number, and to confirm that the
shareholder has received the proxy materials in the mail. If the shareholder is
a corporation or other entity, the InvestorConnect representative is required to
ask for the person's title and confirmation that the person is authorized to
direct the voting of the shares. If the information solicited agrees with the
information provided to InvestorConnect, then the InvestorConnect representative
has the responsibility to explain the process, read the proposals listed on the
proxy card and ask for the shareholder's instructions on each proposal. Although
the InvestorConnect representative is permitted to answer questions about the
process, he or she is not permitted to recommend to the shareholder how to vote,
other than to read any recommendation set forth in this Proxy Statement.
InvestorConnect will record the shareholder's instructions on the card. Within
72 hours, the shareholder will be sent a letter or mailgram to confirm his or
her vote and asking the shareholder to call InvestorConnect immediately if his
or her instructions are not correctly reflected in the confirmation.
If you wish to participate in the Meeting but you do not wish to give
your proxy by any of the methods outlined above, you may submit the proxy card
originally sent with the Proxy Statement or attend in person. Should you require
additional information regarding the Proxy or replacement proxy cards, you may
contact InvestorConnect toll-free at 1-800-761-6521. You may revoke an executed
proxy by (i) a written instrument received by the Secretary of the Trust at any
time before your proxy is exercised; (ii) delivery of a later-dated proxy; or
(iii) attendance at the Meeting and voting in person.
All proxy cards solicited that are properly executed and received in
time to be voted at the Meeting will be voted at the Meeting or any adjournment
thereof according to the instructions on the proxy card. IF NO SPECIFICATION IS
MADE ON A PROXY CARD, IT WILL BE VOTED FOR THE PROPOSAL SPECIFIED ON THE PROXY
CARD. A proxy executed properly and accompanied by instructions to withhold
authority to vote represents a broker "non-vote" (that is, a proxy from a broker
or nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote Fund shares on a particular
matter with respect to which the broker or nominee does not have discretionary
power). Shares represented by a broker non-vote, or by a proxy that is marked
with an abstention (collectively, "abstentions"), will be considered to be
present at the meeting for purposes of determining whether a quorum exists for
the transaction of business. Abstentions will have the effect of a "no" vote for
purposes of obtaining the requisite approval for the Proposal.
If a quorum is not present at the Meeting, or if a quorum is present at
the Meeting but sufficient votes to approve the Proposal are not received, or if
other matters arise requiring shareholder attention, the persons named as proxy
agents may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares present at the Meeting or represented by proxy.
The persons named as proxies will vote those proxies that they are entitled to
vote FOR any such proposal, in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal, against any such
adjournment.
Shareholders of record as of the close of business on March 13, 2006
(the "Record Date"), are entitled to vote at the Meeting. The number of shares
outstanding of each class of the Fund on the Record Date can be found in
SCHEDULE F attached hereto. Each whole share held by a shareholder entitles the
shareholder to one vote. Each fractional share held by a shareholder entitles
the shareholder to a proportionate fractional vote.
FOR A FREE COPY OF THE FUND'S MOST RECENT SEMI-ANNUAL REPORT, WHICH
WILL BE AVAILABLE ON OR ABOUT APRIL 10, 2006, SHAREHOLDERS OF THE FUND MAY CALL
TOLL-FREE 1-888-744-5050 OR WRITE TO OLD MUTUAL ADVISOR FUNDS AT 4643 SOUTH
ULSTER STREET, 6TH FLOOR, DENVER, COLORADO 80237.
7
ONLY ONE PROXY STATEMENT, ALONG WITH ONE PROXY CARD, WILL BE DELIVERED
TO MULTIPLE SHAREHOLDERS WHO SHARE AN ADDRESS UNLESS THE TRUST HAS RECEIVED
CONTRARY INSTRUCTIONS FROM ONE OR MORE OF THE SHAREHOLDERS. THE TRUST WILL
DELIVER, PROMPTLY UPON ORAL OR WRITTEN REQUEST, A SEPARATE COPY OF THIS PROXY
STATEMENT TO A SHAREHOLDER AT A SHARED ADDRESS TO WHICH A SINGLE COPY OF THIS
PROXY STATEMENT WAS DELIVERED.
SHAREHOLDERS CAN NOTIFY THE TRUST THAT THEY WISH TO RECEIVE A SEPARATE
COPY OF THIS PROXY STATEMENT, OR WISH TO RECEIVE SEPARATE PROXY STATEMENTS IN
THE FUTURE, BY CALLING TOLL-FREE 1-888-744-5050 OR BY WRITING TO OLD MUTUAL
ADVISOR FUNDS AT 4643 SOUTH ULSTER STREET, 6TH FLOOR, DENVER, COLORADO 80237.
MULTIPLE SHAREHOLDERS SHARING AN ADDRESS CAN REQUEST TO RECEIVE A SINGLE COPY OF
PROXY STATEMENTS IN THE FUTURE IF THEY ARE CURRENTLY RECEIVING MULTIPLES COPIES
OF PROXY STATEMENTS BY CALLING OR WRITING TO THE TRUST AS INDICATED ABOVE.
SHAREHOLDER PROPOSALS
As a general matter, the Trust does not hold regular meetings of
shareholders. If you wish to submit a proposal for consideration at a meeting of
shareholders of the Fund, you should send such proposal to the Trust at the
address set forth on the first page of this Proxy Statement. To be considered
for presentation at a shareholder's meeting, the Trust must receive proposals a
reasonable time before proxy materials are prepared relating to that meeting.
Mere submission of a shareholder proposal does not guarantee the inclusion of
the proposal in the proxy statement or presentation of the proposal at the
meeting since inclusion and presentation are subject to compliance with certain
Federal regulations.
OTHER BUSINESS
The Board does not intend to present other business at the Meeting.
Other matters will be considered if notice is given within a reasonable amount
of time prior to the Meeting. If any other matter may properly come before the
Meeting, or any adjournment thereof, the persons named in the accompanying proxy
card intend to vote, act, or consent thereunder in accordance with their best
judgment at that time with respect to such matters.
The Trustees recommend approval of the Proposal. Any unmarked proxies
without instructions to the contrary will be voted in favor of approval of the
Proposal.
8
APPENDIX A
----------
TRUSTEES' CONSIDERATIONS AND RECOMMENDATIONS
The Board approved the New Sub-Advisory Agreement with Copper Rock on
February 7, 2006. In determining whether it was appropriate to approve the New
Sub-Advisory Agreement, the Board requested information, which was provided by
Old Mutual Capital and Copper Rock, that it believed to be reasonably necessary
to reach its conclusion. The Board carefully evaluated this information and was
advised by independent legal counsel with respect to its deliberations.
In considering the fairness and reasonableness of the New Sub-Advisory
Agreement, the Board reviewed numerous factors, with respect to the Fund,
including the following:
o the nature of the services to be provided under the New Sub-Advisory
Agreement;
o the requirements of the Fund for the services provided by Old Mutual
Capital and Copper Rock;
o the quality of the services expected to be provided;
o fees payable for the services;
o projected total expenses of the Fund;
o the expected profitability of Old Mutual Capital and Copper Rock with
respect to their relationship with the Fund;
o that the terms of the New Sub-Advisory Agreement are identical in all
material respects to the Initial Sub-Advisory Agreement, and therefore
the expected profitability of Old Mutual Capital and Copper Rock will
not change as a result of the OMUSH Acquisition;
o capabilities and financial condition of Old Mutual Capital and Copper
Rock; and
o current economic and industry trends.
The Board considered that there would be no change in the sub-advisory
fee under the New Sub-Advisory Agreement. When the Board approved the Initial
Sub-Advisory Agreement on May 11, 2005, the Board reviewed an analysis prepared
by Old Mutual Capital in consultation with an independent third party, comparing
the Fund's expected expense ratio and advisory fee with comparable mutual funds.
At that time, the Board considered the fact that the total expenses of 1.30% of
the Fund's Institutional shares (after waiver or reimbursement) were lower than
224 funds in the peer group and higher than 261 funds in the peer group. At that
time, the Board relied upon Old Mutual Capital's representation, based upon
advice of an independent consultant, that the peer group discussed above was
fair, reasonable, and balanced presentation of a comparable peer group for the
Fund.
Following extended discussions concerning the information provided by
Old Mutual Capital and Copper Rock, the Board determined that the New
Sub-Advisory Agreement was consistent with the best interests of the Fund and
future shareholders. The Board, including all of the Trustees who were not
"interested persons" of the Fund, voting separately, unanimously approved the
New Sub-Advisory Agreement on the basis of the foregoing review and discussions.
The Board concluded, among other things:
APP-A-1
o the level of fees to be charged to the Fund was comparable to the fees
charged by other investment sub-advisers to other funds with similar
investment strategies and therefore reasonable, considering the
services to be provided by Copper Rock;
o Copper Rock's personnel were experienced and possessed significant
experience in managing particular asset classes;
o Copper Rock demonstrated its commitment to providing sufficient
resources regarding its staffing and capabilities to manage the Fund,
including the retention of personnel with relevant portfolio management
experience;
o Copper Rock appeared to have overall high quality in terms of its
personnel, operations, financial condition, investment management
capabilities, methodologies and performance; and
o expected profitability of Copper Rock with respect to its relationship
with the Fund.
APP-A-2
SCHEDULE A
OFFICERS AND DIRECTORS OF COPPER ROCK CAPITAL PARTNERS, LLC
- ----------------------------------- --------------------------------------------
Name and Address* Position(s)
- ----------------------------------- --------------------------------------------
Tucker M. Walsh Chief Executive Officer
- ----------------------------------- --------------------------------------------
Michael Malouf, CFA President
- ----------------------------------- --------------------------------------------
David C. Cavanaugh Senior Vice President
- ----------------------------------- --------------------------------------------
Michael Sakala Principal, Chief Financial Officer and
Chief Compliance Officer
- ----------------------------------- --------------------------------------------
Michael J. Callahan Principal
- ----------------------------------- --------------------------------------------
Gregory T. Poulos, CFA Principal
- ----------------------------------- --------------------------------------------
Peter J. Haddleman Principal
- ----------------------------------- --------------------------------------------
Scott F. Powers Manager
- ----------------------------------- --------------------------------------------
Thomas M. Turpin Manager
- ----------------------------------- --------------------------------------------
* The address for each of the officers and directors is 200 Clarendon Street,
53rd Floor, Boston, Massachusetts 02116.
SCH-A-1
SCHEDULE B
COPPER ROCK EMPLOYEES, LP, GENERAL PARTNERS
WITH LARGEST PARTNERSHIP INTEREST AS OF MARCH 13, 2006
--------------------------------- -----------------------------------
NAME POSITION
--------------------------------- -----------------------------------
Tucker M. Walsh General Partner
--------------------------------- -----------------------------------
Michael Malouf, CFA General Partner
--------------------------------- -----------------------------------
Peter J. Haddleman General Partner
--------------------------------- -----------------------------------
SCH-B-1
SCHEDULE C
OFFICERS AND DIRECTORS OF OLD MUTUAL CAPITAL, INC.
- ----------------------- --------------------------------------------------------
NAME AND ADDRESS* POSITION(S)
- ----------------------- --------------------------------------------------------
Scott F. Powers Chairman
- ----------------------- --------------------------------------------------------
David J. Bullock Director, President and Chief Executive Officer
- ----------------------- --------------------------------------------------------
Thomas M. Turpin Director
- ----------------------- --------------------------------------------------------
Kevin M. Hunt Director
- ----------------------- --------------------------------------------------------
Mark E. Black Executive Vice President, Chief Financial Officer,
Chief Administrative Officer and Treasurer
- ----------------------- --------------------------------------------------------
Michael W. Rose Executive Vice President
- ----------------------- --------------------------------------------------------
William T. Davis Sr. Vice President
- ----------------------- --------------------------------------------------------
Michael W. Mathies Senior Vice President
- ----------------------- --------------------------------------------------------
Andra C. Ozols Executive Vice President, General Counsel and Secretary
- ----------------------- --------------------------------------------------------
James F. Lummanick Senior Vice President and Chief Compliance Officer
- ----------------------- --------------------------------------------------------
* The address for each of the officers and directors is 4643 South Ulster
Street, 6th Floor, Denver, Colorado 80237.
SCH-C-1
SCHEDULE D
FUND OWNERSHIP BY MANAGEMENT
To the best knowledge of the Trust, the following table sets forth
certain information regarding the ownership, as of March 13, 2006, of shares of
beneficial interest of the Fund by each person who has been a trustee or
executive officer of the Trust at any time since January 1, 2005.
NUMBER OF SHARES
OF THE FUNDS PERCENT OF
NAME OF TRUSTEE/OFFICER CLASS OWNED BENEFICIALLY CLASS
- --------------------------------------------------------------------------------
John R. Bartholdson, None None 0.000%
Trustee
Robert M. Hamje, None None 0.000%
Trustee
Jarrett B. Kling, None None 0.000%
Trustee
L. Kent Moore, None None 0.000%
Trustee
David J. Bullock, None None 0.000%
Trustee, President, and Chief
Executive Officer
Walter W. Driver, Jr., None None 0.000%
Advisory Trustee
Mark E. Black, None None 0.000%
Treasurer, Chief Financial
Officer and Controller
Andra C. Ozols, None None 0.000%
Vice President and Secretary
James F. Lummanick, None None 0.000%
Vice President and Chief
Compliance Officer
Kenneth R. Naes, None None 0.000%
Assistant Treasurer
Karen S. Proc, None None 0.000%
Assistant Secretary
William P. Schanne, None None 0.000%
Former Assistant Treasurer
SCH-D-1
All trustees and None None 0.000%
current executive
officers as a group*
- ----------
* To the best knowledge of the Trust, the ownership of shares of the Fund by
trustees and current executive officers of the Trust as a group constituted
less than 1% of each class of the Fund as of March 13, 2006.
SCH-D-2
SCHEDULE E
FUND OWNERSHIP BY SIGNIFICANT HOLDERS
As of March 13, 2006, the following persons were the only persons who
were record owners (or to the knowledge of the Trust, beneficial owners) of 5%
or more of a share class of the Fund. The Trust believes that most of the shares
referred to below were held by the persons indicated in accounts for their
fiduciary, agency or custodial clients. Persons owning of record or beneficially
25% or more of the outstanding share class of a Fund may be deemed to be a
controlling person of that Fund for purposes of the 1940 Act.
SCH-E-1
NUMBER OF SHARES
OF THE FUNDS PERCENT OF
CLASS NAME AND ADDRESS OF OWNER OWNED BENEFICIALLY CLASS
- ----- ------------------------- ------------------ ----------
Class C
AG Edwards & Sons Inc 2,144.082 16.79%
Huckaby & Associates
1 N Jefferson Ave
St. Louis, MO 63103-2287
AG Edwards & Sons Inc 1,531.059 12.11%
Pedgy Ficken SEP IRA
8102 Beach Dr
Myrtle Beach, SC 29572-4350
AG Edwards & Sons Inc 1,401.384 11.09%
Stacie Honeycutt Ross
1 N Jefferson Ave
St. Louis, MO 63103-2287
First Clearing LLC 985.012 7.79%
Steven M Simerka IRA
115 Walnut Dr
Hendersonville, TN 37075-5030
UBS Financial Services Inc 983.747 7.78%
Timothy N Woodliff
PO Box 3321
1000 Harbor Blvd
Weehawken, NJ 07086-8154
NFS LLC 850.340 6.73%
FMT CO CUST IRA
FBO Ramesh Chandra Agarwal
21239 Maria Ln
Saratoga, CA 95070-6532
Pershing LLC 778.390 6.16%
PO Box 2052
Jersey City, NJ 07303-2052
LPL Financial Services 693.842 5.49%
9785 Towne Centre Dr
San Diego, CA 92121-1968
SCH-E-2
NUMBER OF SHARES
OF THE FUNDS PERCENT OF
CLASS NAME AND ADDRESS OF OWNER OWNED BENEFICIALLY CLASS
- ----- ------------------------- ------------------ ----------
UBS Financial Services Inc 655.527 5.19%
Irene E Denning
PO Box 3321
1000 Harbor Blvd
Weehawken, NJ 07086-8154
Class I
Old Mutual US Holdings Inc 249,800.000 56.22%
4643 S Ulster St
Denver, CO 80237-2853
Amesbury Retirement System 194,497.412 43.78%
62 Friend St
Amesbury, MA 01913-2825
Class Z
Old Mutual US Holdings Inc 95.602 100.00%
4643 S Ulster St
Denver, CO 80237-2853
SCH-E-3
SCHEDULE F
NUMBER OF OUTSTANDING SHARES OF EACH CLASS OF THE FUND
AS OF MARCH 13, 2006
FUND NUMBER OF SHARES OUTSTANDING
- --------------------------------------------------------------------------------
Class A 1,098,976.034
Class C 12,201.493
Class Z 95.602
Institutional Class 444,299.482
SCH-F-1
EXHIBIT A
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made as of this ____ day of ___________, 2006 by and among
Old Mutual Capital, Inc. (the "Adviser"), Copper Rock Capital Partners, LLC (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 September
7, 2004 and Schedule A to the Investment Advisory Agreement dated May 11, 2005
between the Adviser and the Trust, the Adviser acts as investment adviser for
the Old Mutual Copper Rock Emerging Growth Fund (the "Portfolio"); 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 Portfolio, 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 the investment
operations of the Portfolio and the composition of the Portfolio's investment
portfolio, including the purchase, retention and disposition thereof, in
accordance with the Portfolio's investment objectives, policies and restrictions
as stated in such Portfolio's Prospectus(es) (such Prospectus(es) and
Statement(s) 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
Portfolio's investments and determine from time to time what investments and
securities will be purchased, retained or sold by the Portfolio, 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 Portfolio 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 Portfolio'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
Portfolio 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 Portfolio 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 Portfolio 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 Portfolio with brokers, subject
to review by the Trust's Board of Trustees from time to time with respect to the
EXH-A-1
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 Portfolio 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 Portfolio in question and to such other clients.
(4) The Sub-Adviser at its expense will make available to
the Trustees of the Portfolio 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 Portfolio and to consult with the Trustees of the Portfolio and
Adviser regarding the Portfolio'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 Portfolio, as amended from time to time, the Sub-Adviser is responsible
for assisting in the fair valuation of all Portfolio 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 Portfolio and its agents in
determining whether prices obtained for valuation purposes accurately reflect
market price information relating to the assets of the Portfolio 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 Portfolio'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 1940 Act) 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 Portfolio, as well as any change in portfolio manager(s) of the
Portfolio.
(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 Portfolio'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
Portfolio or its designated agent such proxy voting information as is necessary
for the Portfolio to timely file proxy voting results in accordance with Rule
30b1-4 of the 1940 Act.
(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
EXH-A-2
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 Portfolio'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 Portfolio's
custodian on each business day with information relating to all transactions
concerning the Portfolio'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 Portfolio'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 Portfolio required by
Rule 31a-1 under the 1940 Act. The Sub-Adviser agrees that all records that it
maintains on behalf of the Portfolio are property of the Portfolio and the
Sub-Adviser will surrender promptly to the Portfolio any of such records upon
the Portfolio'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 Portfolio 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
Portfolio and shares of the Portfolio's beneficial shares, and all amendments
thereto; and
(c) Prospectus(es) of the Portfolio.
4. For the services to be provided by the Sub-Adviser pursuant to this
Agreement for the Portfolio, the Adviser will pay to the Sub-Adviser as full
compensation therefore: a fee at an annual rate of 0.60% of the
EXH-A-3
Portfolio's average daily net assets. This fee will be paid to the Sub-Adviser
from the Adviser's advisory fee from the Portfolio. This fee will be computed
daily and paid to the Sub-Adviser monthly.
5. The Sub-Adviser shall not be liable for any error of judgment or for
any loss suffered by the Portfolio 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 Portfolio 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 Portfolio,
(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 Portfolio, 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 Portfolio.
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.
EXH-A-4
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.
4643 South Ulster Street, 6th Floor
Denver, CO 80237
Attention: President
To the Sub-Adviser at:
Copper Rock Capital Partners LLC
200 Clarendon Street
53rd Floor
Boston, MA 02116
Attention: President
To the Trust or the Portfolio at:
Old Mutual Advisor Funds
4643 South Ulster Street, 6th Floor
Denver, CO 80237
Attention: President
15. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the day and year first written
above.
OLD MUTUAL CAPITAL, INC. OLD MUTUAL ADVISOR FUNDS
By: By:
--------------------------------- ---------------------------
Name: David J. Bullock Name: Mark E. Black
Title: Chief Executive Officer Title: Chief Financial Officer
COPPER ROCK CAPITAL PARTNERS, LLC
By:
---------------------------------
Name: Tucker M. Walsh
Title: Chief Executive Officer
EXH-A-5
D-06-151 03/2006
[GRAPHIC OMITTED PROXY
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
Meeting of Shareholders May 12, 2006
This Proxy is Solicited on Behalf of the Board of Trustees
The undersigned shareholder of Old Mutual Copper Rock Emerging Growth
Fund (the "Fund"), hereby appoints Andra C. Ozols, Mark E. Black and Karen S.
Proc and each of them, the attorneys and proxies of the undersigned, with full
power of substitution, to vote, as indicated below, all of the shares of
beneficial interest of the Fund standing in the name of the undersigned at the
close of business on March 13, 2006, at a Meeting of Shareholders to be held at
the offices of Old Mutual Capital, Inc., 4643 South Ulster Street, 6th Floor,
Denver, Colorado 80237, on Friday, May 12, 2006, at 10:00 a.m. Mountain Time,
and at any and all adjournments thereof, with all of the powers the undersigned
would possess if personally present and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposal, as more fully described in the Proxy Statement for the meeting.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL OUTLINED ON
THE REVERSE SIDE.
Signature(s) should be exactly as name or names appear
[ADDRESS lINE 1] on this proxy. If shares are held jointly, each holder
[ADDRESS lINE 2] should sign. If signing is by attorney, executor,
[ADDRESS lINE 3] administrator, trustee or guardian, please give full title.
[ADDRESS lINE 4]
[ADDRESS lINE 5]
[ADDRESS lINE 6] ---------------------------------------------------------
[ADDRESS lINE 7] Signature Date
----------------------------------------------------------
Signature (if held jointly)
THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE
INDICATED ON THE REVERSE SIDE.
- -------------------------------------------------------------------------------
FOLD HERE
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. THE MATTER WE ARE
SUBMITTING FOR YOUR CONSIDERATION IS SIGNIFICANT TO THE FUND AND TO YOU AS A
FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR
VOTE USING ANY OF THE METHODS DISCRIBED BELOW.
Three simple methods to vote your proxy:
1. Internet: Log on to www.myproxyonline.com. Make sure to have this proxy Control Number:
card Control Number: available at the time you plan to vote your shares.
You will need the control number and check digit found in the box at the
right at the time you execute your vote.
2. Touchtone Simply dial toll-free to 1-866-437-4714 and follow the automated Check Digit:
Check Digit: Phone: instructions. Please have this proxy card available at
the time of the call.
3. Mail: Simply sign, date, and complete the reverse side of this proxy card
and return it in the postage paid envelope provided.
If you have any questions about the proxy material or the execution of your
vote, simply call toll-free at 1-800-761-6521 between the hours of 10:00 a.m.
and 10:00 p.m. Eastern Time. Representatives will be happy to assist you. Please
have this proxy card available at the time of the call.
D-06-152 03/2006 TAGID: "TAG ID" CUSIP: "CUSIP"
OLD MUTUAL COPPER ROCK EMERGING GROWTH FUND
Meeting of Shareholders May 12, 2006
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL BELOW.
For Against Abstain
To approve a new investment sub-advisory agreement with [ ] [ ] [ ]
Copper Rock Capital Partners, LLC.
Control Number: Tag ID:
Check Digit: CUSIP:
[BUCKSLIP]
THREE CONVENIENT WAYS TO VOTE YOUR PROXY
The enclosed Proxy Statement details important issues affecting your Old Mutual
Advisor Funds investment. Help us save time and postage costs - savings we pass
along to you - by voting via the Internet or telephone. Each method is available
24 hours a day and will ensure that your vote is confirmed and recorded
immediately. You may, of course, also vote by mail or attend the shareholder
meeting.
TO VOTE VIA THE INTERNET:
1. Read the Proxy Statement and have your proxy card at hand.
2. Go to www.myproxyonline.com.
3. Follow the simple instructions.
TO VOTE BY TELEPHONE:
1. Read the Proxy Statement and have your proxy card at hand.
2. Call toll-free at (866) 437-4714.
3. Follow the simple recorded instructions.
There is no need to mail the proxy card if you are voting via the Internet or by
telephone.
TO VOTE BY MAIL:
1. Read the Proxy Statement.
2. Simply mark, sign, and date the enclosed proxy card.
3. Mail the proxy cardin the postage-paid envelope provided.
REMEMBER, YOUR VOTE COUNTS! VOTE TODAY! [OMAF LOGO]
D-06-153 03/2006