Xxxxx 0, 0000
Xxxxxxxxxx Management Company, LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: President
Re: Investment Sub-Advisory
Agreement dated May 17, 2006 between
Old Mutual Funds II (the "Trust") on behalf
of the Old Mutual Cash Reserves Fund
(the "Fund"), Old Mutual Capital, Inc.
("Old Mutual Capital"), and Wellington
Management Company, LLP ("Wellington")
(the "Sub-Advisory Agreement")
To Whom It May Concern:
Pursuant to Paragraph 6 of the Sub-Advisory
Agreement, the Sub-Advisory Agreement may
be terminated by the Fund at any time,
without the payment of any penalty, by the
vote of a majority of Trustees of the Trust.
At its meeting on November 18, 2009, the
Trustees of the Trust, including the independent
Trustees, unanimously approved the termination
of the Sub-Advisory Agreement, effective upon
the election of a new sub-adviser to the Fund
following the close of business on March 12, 2010
(the "Effective Time"). The Fund hereby provides
notice of the termination of the Sub-Advisory
Agreement, and termination of Wellington as
investment sub-adviser of the Fund as of the
Effective Time.
Until the Effective Time, Old Mutual Capital, the
Fund's investment manager, will work with Wellington
to ensure the orderly transition of investment
management of the Fund, pursuant to the terms
of the Sub-Advisory Agreement. Wellington agrees
to cooperate with Old Mutual Capital in this transition
and to surrender all books and records maintained
by Wellington on behalf of the Fund pursuant to
Paragraph 1(a)12(c) of the Sub-Advisory Agreement
promptly after the Effective Time.
Please acknowledge your acceptance of the terms
of this termination notice by signing in the appropriate
place below.
Yours sincerely,
Xxxxxx X. Xxxxx, Treasurer and Principal Financial Officer
for and on behalf of
OLD MUTUAL CASH RESERVES FUND,
a series portfolio of OLD MUTUAL FUNDS II
Acknowledged and agreed,
for and on behalf of
WELLINGTON MANAGEMENT XXXXXXX, XXX
X # 000000 x.0
