OLD MUTUAL ADVISOR FUNDS
CODE OF ETHICAL CONDUCT FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS
I. Covered Officers and Purpose of the Code
This Code of Ethical Conduct (the "Code") is being adopted by Old
Mutual Advisor Funds (the "Trust") pursuant to Section 406 of the Sarbanes-Oxley
Act of 2002 (the "Act").(1)
This Code applies to the Trust's Principal Executive Officer and
Principal Financial Officer (the "Covered Officers") each of whom are set forth
in Exhibit A. This Code seeks to promote:
o Honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and
professional relationships;
o Full, fair, accurate, timely and understandable disclosure in
reports and documents that the Trust files with, or submits
to, the Securities and Exchange Commission ("SEC") and in
other public communications made by the Trust;
o Compliance with applicable laws and governmental rules and
regulations;
o The prompt internal reporting of violations of the Code to
an appropriate person or persons identified in the Code; and
o Accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest.
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(1) This Code of Ethical Conduct is separate from the Trust's Code of Ethics
adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940. The
persons who are subject to this Code of Ethical Conduct are also subject to the
Trust's Rule 17j-1 Code. Refer to Section V. of this Code for more information
on the relationship between these two policies.
II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts
of Interest
A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interest of, or his service to, the Trust. For
example, a conflict of interest would arise if a Covered Officer, or a
member of his family, receives improper personal benefits as a result of
his position with the Trust.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Trust and already are subject to conflict of
interest provisions in the Investment Company Act of 1940 ("Investment
Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers
Act"). For example, Covered Officers may not individually engage in certain
transactions (such as the purchase or sale of securities or other property)
with the Trust because of their status as "affiliated persons" of the
Trust. The Trust's and the investment adviser's compliance programs and
procedures are designed to prevent, or identify and correct, violations of
these provisions. The Code does not, and is not intended to, repeat or
replace these programs and procedures, and such conflicts fall outside of
the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual
relationship between the Trust, the Trust's investment adviser and other
service providers to the Trust of which the Covered Officers may also be
officers or employees.(2) As a result, this Code recognizes that the
Covered Officers will, in the normal course of their duties, be involved in
establishing policies and implementing decisions that may have different
effects on each entity. The participation of the Covered Officers in such
activities is inherent in the contractual relationship between these
entities and is consistent with the performance by the Covered Officers of
their duties as officers of the Trust. Thus, if performed in conformity
with the provisions of the Investment Company Act and the Investment
Advisers Act, such activities will be deemed to have been handled
ethically.
Other conflicts of interest are covered by the Code, even if such
conflicts of interest are not subject to provisions in the Investment
Company Act and the Investment Advisers Act. The following list provides
examples of conflicts of interest under the Code, but Covered Officers
should keep in mind that these examples are not exhaustive. The overarching
principle is that the personal interest of a Covered Officer should not be
placed improperly before the interest of the Trust.
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(2) In the context of this Code, other service providers refer to the Trust's
underwriter and administrator. All these service providers are affiliates of Old
Mutual Capital, Inc., the Trust's investment adviser.
Each Covered Officer must:
o Not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Trust whereby the Covered Officer would
benefit personally to the detriment of the Trust;
o Not cause the Trust to take action, or fail to take action,
for the individual personal benefit of the Covered Officer
rather than the benefit of the Trust;
o Not retaliate against any other Covered Officer or any
employee of the Trust or its affiliated persons for reports of
potential violations that are made in good faith; and
o Not use material non-public knowledge of portfolio
transactions made or contemplated for the Trust to trade
personally or cause others to trade personally in
contemplation of the market effect of such transactions;
Certain conflict or potential conflict of interest situations that a
Covered Officer may encounter require pre-approval by the General Counsel or
Chief Compliance Officer.(3) These situations include the following:
o Service as a director on the board of any public or private
COmpany;
o The receipt of any gift from a client, prospective client,
service provider, prospective service provider, or the like,
in excess of $100;
o The receipt of any entertainment from any company with which
the Trust has current or prospective business dealings unless
such entertainment is business-related, reasonable in cost,
appropriate as to time and place, and not so frequent as to
raise any question of impropriety;
o Any ownership interest in, or any consulting or employment
relationship with, any of the Trust's service providers, other
than its investment adviser, principal underwriter,
administrator or any affiliated person thereof;
o A direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Trust for effecting
portfolio transactions or for selling or redeeming shares
other than an interest arising from the Covered Officer's
employment, such as compensation or equity ownership.
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(3) The General Counsel and the Chief Compliance Officer referred to in this
Code are in reference to the General Counsel and Chief Compliance Officer of the
Trust's investment adviser
III. Disclosure and Compliance
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Trust;
o Each Covered Officer should not knowingly misrepresent, or
cause others to misrepresent, facts about the Trust to others,
whether within or outside the Trust, including to the Trust's
Trustees and auditors, and to governmental regulators and
self-regulatory organizations;
o Each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and
employees of the Trust and the adviser with the goal of
promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents the Trust files with,
or submits to, the SEC and in other public communications made
by the Trust; and
o It is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o Upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he has received,
read, and understands the Code;
o Annually thereafter affirm to the Board that he has complied with the
requirements of the Code;
o Report at least annually affiliations and certain other relationships
the Covered Officer may have with other entities(4).
o Notify the General Counsel or Chief Compliance Officer promptly if he
knows of any violation of this Code. Failure to do so is itself a
violation of this Code.
The General Counsel of the Trust's investment adviser is responsible
for applying this Code to specific situations in which questions are presented
under it and has the authority to interpret this Code in any particular
situation. However, any approvals or waivers sought by the Covered Officers will
be considered by the Audit Committee of the Board (the "Committee").
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(4) This reporting obligation may be satisfied by the Covered Officer in
connection with their completion of the Trust's Annual Trustee and Officer
Questionnaire.
The Trust will follow these procedures in investigating and enforcing
this Code:
o The General Counsel or his designee will take all appropriate
action to investigate any potential violations reported to him;
o If, after such investigation, the General Counsel believes that no
violation has occurred, the General Counsel is not required to take any
further action;
o Any matter that the General Counsel believes is a violation will be
reported to the Committee;
o If the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the full Board, which will consider
appropriate action, which may include review of, and appropriate
modifications to, applicable policies and procedures; notification to
appropriate personnel of the investment adviser or its board; or a
recommendation to dismiss or otherwise sanction the Covered Officer;
o The Committee will be responsible for granting any waivers from the
requirements of this Code; and
o Any changes to, or waivers of, this Code will, to the extent required,
be disclosed as provided by SEC rules.
V. Other Policies and Procedures
This Code shall be the sole code of ethical conduct adopted by the
Trust for purposes of Section 406 of the Sarbanes-Oxley Act and the rules
and forms applicable to registered investment companies there under.
Insofar as other policies or procedures of the Trust, the Trust's adviser,
principal underwriter, or other service providers govern or purport to
govern the behavior or activities of the Covered Officers who are subject
to this Code, they are superceded by this Code to the extent that they
overlap or conflict with the provisions of this Code. The Trust's and its
investment adviser's and principal underwriter's codes of ethics under Rule
17j-1 under the Investment Company Act are separate requirements applying
to the Covered Officers and others, and are not part of this Code.
VI. Amendments
Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of the Board, including a
majority of independent Trustees.
VII. Confidentiality
All reports and records prepared or maintained pursuant to this Code
will be considered confidential and shall be maintained and protected
accordingly. Except as otherwise required by law or this Code, such matters
shall not be disclosed to anyone other than the Trust's Board, its counsel,
and appropriate personnel of the Trust's adviser.
VIII. Internal Use
The Code is intended solely for the internal use by the Trust and does
not constitute an admission, by or on behalf of any company, as to any
fact, circumstance, or legal conclusion.
Exhibit A
Persons Covered by this Code of Ethical Conduct:
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Officer Name Official Title with Old Mutual Advisor Funds
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Julian F. Sluyters President and Principal Executive Officer
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Mark E. Black Treasurer, Principal Financial Officer, and Controller
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Updated September 29, 2006