AMENDMENT TO
MANAGEMENT AGREEMENT
THIS AMENDMENT ("Amendment"), entered into as of the
4th day of December, 2009, by and among Old Mutual
Capital, Inc. (the "Adviser") and Old Mutual Funds II, a
Delaware statutory trust (the "Trust"), to the Investment
Management Agreement, as amended, effective as to
certain portfolios of the Trust the 19th day of April, 2006
and effective as to certain other portfolios of the Trust
the 17th day of May, 2006 by and between the Adviser
and Trust ("Management Agreement").
Effective following the close of business on
December 4, 2009, the parties desire to: (i) reflect the
completion of the reorganization of the Old Mutual
Growth Fund into the Old Mutual Focused Fund; and (ii)
reflect the completion of the reorganization of the Old
Mutual Columbus Circle Technology and Communications
Fund into the Old Mutual Focused Fund. Accordingly,
Schedule A of the Sub-Advisory Agreement is deleted in
its entirety and replaced with amended Schedule A,
attached hereto.
Except as expressly amended and provided herein,
all of the terms, conditions and provisions of the
Management Agreement shall continue in full force
and effect.
This Amendment has been executed as of the date
set forth above by a duly authorized officer of each party
and is effective immediately following the closing of the
Reorganization.
OLD MUTUAL CAPITAL, INC.
By:
Name: Xxxx X. Xxxxx
Title: Chief Financial Officer
OLD MUTUAL FUNDS II
By:
Name: Xxxxxx X. Xxxxx
Title: Treasurer
SCHEDULE A
TO MANAGEMENT AGREEMENT
BETWEEN OLD MUTUAL FUNDS II
AND
OLD MUTUAL CAPITAL, INC.
Effective April 19, 2006, pursuant to Section 6 of this
Agreement, and effective following the close of business
March 27, 2009 for the Old Mutual TS&W Small Cap Value
Fund, each Portfolio shall pay the Investment Manager, at
the end of each calendar month, compensation computed
daily at an annual rate of the Portfolio's average daily net
assets based on the following schedule:
Advisory Fee Breakpoint Asset Thresholds
$0 to less $300 million $500 million
than $300 to less than to less than
FUND million $500 million $750 million
Old Mutual Strategic
Small Company Fund 0.95% 0.90% 0.85%
Old Mutual Focused
Fund 0.75% 0.70% 0.65%
Old Mutual TS&W
Small Cap Value Fund 1.00% 0.95% 0.90%
Old Mutual Heitman
REIT Fund 0.90% 0.85% 0.80%
$750 million $1.0 billion $1.5 billion
to less than to less than to less than
FUND $1.0 billion $1.5 billion $2.0 billion
Old Mutual Strategic
Small Company Fund 0.80% 0.75% 0.70%
Old Mutual Focused
Fund 0.60% 0.55% 0.50%
Old Mutual TS&W
Small Cap Value Fund 0.85% 0.80% 0.75%
Old Mutual Xxxxxxx
REIT Fund 0.75% 0.70% 0.65%
$2.0 billion
FUND or greater
Old Mutual Strategic
Small Company Fund 0.65%
Old Mutual Focused
Fund 0.45%
Old Mutual TS&W
Small Cap Value Fund 0.70%
Old Mutual Xxxxxxx
REIT Fund 0.60%
Advisory Fee Breakpoint Asset Thresholds
$0 to less $300 million $500 million
than $300 to less than to less than
FUND million $500 million $750 million
Old Mutual Xxxxxx
Intermediate Fixed
Income Fund 0.45% 0.425% 0.40%
Old Mutual Xxxxxx
Xxxxx Term Fixed
Income Fund 0.45% 0.425% 0.40%
$750 million $1.0 billion $1.5 billion
to less than to less than to less than
FUND $1.0 billion $1.5 billion $2.0 billion
Old Mutual Xxxxxx
Intermediate Fixed
Income Fund 0.375% 0.35% 0.325%
Old Mutual Xxxxxx
Xxxxx Term Fixed
Income Fund 0.375% 0.35% 0.325%
$2.0 billion
FUND or greater
Old Mutual Xxxxxx
Intermediate Fixed
Income Fund 0.30%
Old Mutual Xxxxxx
Xxxxx Term Fixed
Income Fund 0.30%
Effective May 17, 2006, pursuant to Section 6 of this
Agreement, and effective August 8, 2009 for Old Mutual
Large Cap Growth Fund, each Portfolio shall pay the
Investment Manager, at the end of each calendar month,
compensation computed daily at an annual rate of the
Portfolio's average daily net assets based on the following
schedule:
Advisory Fee Breakpoint Asset Thresholds
$0 to less $300 million $500 million
than $300 to less than to less than
FUND million $500 million $750 million
Old Mutual Large
Cap Growth Fund 0.70% 0.685% 0.675%
Old Mutual Analytic
U.S. Long/Short
Fund 0.80% 0.75% 0.70%
$750 million $1.0 billion $1.5 billion
to less than to less than to less than
FUND $1.0 billion $1.5 billion $2.0 billion
Old Mutual Large
Cap Growth Fund 0.675% 0.625% 0.575%
Old Mutual Analytic
U.S. Long/Short
Fund 0.65% 0.60% 0.55%
$2.0 billion
FUND or greater
Old Mutual Large
Cap Growth Fund 0.525%
Old Mutual Analytic
U.S. Long/Short
Fund 0.50%
Advisory Fee Breakpoint Thresholds
$0 to less $300 million $500 million
than $300 to less than to less than
FUND million $500 million $750 million
Old Mutual Cash
Reserves Fund 0.40% 0.375% 0.35%
$750 million $1.0 billion $1.5 billion
to less than to less than to less than
FUND $1.0 billion $1.5 billion $2.0 billion
Old Mutual Cash
Reserves Fund 0.325% 0.30% 0.275%
$2.0 billion
FUND or greater
Old Mutual Cash
Reserves Fund 0.25%
Effective July 29, 2009, pursuant to Section 6 of this
Agreement, each Portfolio shall pay the Investment Manager,
at the end of each calendar month, compensation computed
daily at an annual rate of the Portfolio's average daily net
assets based on the following schedule:
Advisory Fee Breakpoint Asset Thresholds
$0 to less $300 million $500 million
than $300 to less than to less than
FUND million $500 million $750 million
Old Barrow Hanley
Value Fund 0.75% 0.73% 0.72%
$750 million $1.0 billion $1.5 billion
to less than to less than to less than
FUND $1.0 billion $1.5 billion $2.0 billion
Old Barrow Hanley
Value Fund 0.70% 0.68% 0.67%
$2.0 billion
FUND or greater
Old Barrow Hanley
Value Fund 0.66%
A-2
