DMEAST #2022490 v9
DMEAST #2022490 v9 2
AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT ("Amendment") is made as of the 25th day of
April, 2008 by and among Old Mutual Capital, Inc. (the
"Adviser"), Xxxxxx Investment Partners, Inc. (the "Sub-
Adviser"), and Old Mutual Funds II (formerly known as Old Mutual
Advisor Funds II), a Delaware statutory trust (the "Trust") to
the Investment Sub-Advisory Agreement dated the 17th day of May,
2006 by and between the Adviser, the Sub-Adviser, and the Trust
(the "Sub-Advisory Agreement").
The parties desire to: (i) reduce the compensation paid
under the Sub-Advisory Agreement with respect to Old Mutual
Large Cap Growth Concentrated Fund ("Large Cap Growth
Concentrated Fund"); (ii) reflect the completion of the
reorganization of Old Mutual Large Cap Growth Fund ("Large Cap
Growth Fund") into Large Cap Growth Concentrated Fund; (iii)
reflect the name change of Large Cap Growth Concentrated Fund to
"Old Mutual Large Cap Growth Fund"; and (iv) reflect the Trust's
name change to Old Mutual Funds II, which change was effective
November 19, 2007. Accordingly, Schedule A of the Sub-Advisory
Agreement is deleted in its entirety and replaced with amended
Schedule A, attached hereto.
This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
All other terms of the Sub-Advisory Agreement shall remain 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., , OLD MUTUAL FUNDS II
, ,
By: /s/ Xxxx X. Xxxxx, , By: /s/ Xxxxxx X. Xxxxx
Name: Xxxx X. Xxxxx, , Name: Xxxxxx X. Xxxxx
Title: Chief Financial Officer, , Title: Treasurer
, ,
, ,
XXXXXX INVESTMENT PARTNERS, INC. , ,
, ,
By: /s/ Xxxxx X. XxXxxxx, ,
Name: Xxxxx X. XxXxxxx, ,
Title: Chief Compliance Officer and General Counsel , ,
SCHEDULE A
DATED APRIL 25, 2008
TO
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
XXXXXX INVESTMENT PARTNERS, INC.,
OLD MUTUAL CAPITAL, INC.
AND
OLD MUTUAL FUNDS II
DATED MAY 17, 2006
PORTFOLIO, Sub-Advisory Fee Breakpoint Asset Thresholds
, $0 to less than $300 million, $300 million to less than $500 million, $500
million to less than $750 million, $750 million to less than $1.0 billion, $1.0
billion to less than $1.5 billion, $1.5 billion to less than $2.0 billion, $2.0
billion or greater
, , , , , , ,
Old Mutual Large Cap Growth Fund , 0.50%, 0.45%, 0.40%, 0.35%, 0.30%, 0.25%,
0.20%
, , , , , , ,
, , , , , , ,
Old Mutual Select Growth Fund, 0.55%, 0.50%, 0.45%, 0.40%, 0.35%, 0.30%, 0.25%
, , , , , , ,
, Total Assets
(no breakpoints)
, , , , ,
Old Mutual Growth Fund, 0.475%, , , , , ,
Breakpoints will be calculated based on the total assets of each Fund.
