AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDMENT ("Amendment") is made as of the 23rd day of
January, 2008 by and among Old Mutual Capital, Inc. (the "Adviser"), Xxxxxx
Asset Management Company (the "Sub-Adviser"), and Old Mutual Funds II, a
Delaware statutory trust (the "Trust") to the Investment Sub-Advisory
Agreement dated the 19th day of April, 2006 by and between the Adviser, Sub-
Adviser, and Trust ("Sub-Advisory Agreement").
WHEREAS, effective November 19, 2007, the Trust's name was
changed from Old Mutual Advisor Funds II to Old Mutual Funds II; and
WHEREAS, the parties desire to amend the Sub-Advisory
Agreement with respect to certain compensation paid thereunder and with
respect to the Adviser's and Sub-Adviser's sharing of certain waivers,
reimbursement payments, supermarket fees and alliance fees waived,
reimbursed or paid pursuant to Paragraph 4 of the Sub-Advisory Agreement.
NOW THEREFORE, in consideration of the covenants,
representations and warranties contained herein, the parties hereto agree as
follows:
1. Paragraph 4 of the Sub-Advisory Agreement is deleted in
its entirety and replaced with the following:
For the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Old Mutual Xxxxxx
Intermediate Fixed Income Fund (the "Intermediate
Portfolio"), the Adviser will pay to the Sub-Adviser as full
compensation therefore, a fee at an annual rate of 0.15%
of the Intermediate Portfolio's average daily net assets.
This fee will be paid to the Sub-Adviser from the
Adviser's advisory fee for the Intermediate Portfolio. This
fee will be computed daily and paid to the Sub-Adviser
monthly.
For the services to be provided by the Sub-Adviser
pursuant to this Agreement for the Old Mutual Xxxxxx
Xxxxx Term Fixed Income Fund (the "Short Term
Portfolio"), the Adviser will pay to the Sub-Adviser as full
compensation therefor a fee at an annual rate equal to a
percentage of the Short Term Portfolio's average daily net
assets, as set forth on Schedule A (net of 50% of any
waivers, reimbursement payments, supermarket fees and
alliance fees waived, reimbursed or paid by the Adviser in
respect of the Short Term Portfolio). This fee will be paid
to the Sub-Adviser from the Adviser's advisory fee for the
Short Term Portfolio. This fee will be computed daily and
paid to the Sub-Adviser monthly.
To the extent that the Adviser is reimbursed by the Trust
for any waived fees or reimbursed expenses on behalf of
the Short Term Portfolio pursuant to the terms of a
separate expense limitation agreement between the Trust
and the Adviser, the Adviser will pay to the Sub-Adviser
its pro-rata share of any such reimbursed amount.
2. Schedule A of the Sub-Advisory Agreement is deleted in
its entirety and replaced with amended Schedule A,
attached hereto.
3. 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.
OLD MUTUAL CAPITAL, INC.
OLD MUTUAL FUNDS II
By:
By:
Name:
Xxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
Chief Financial Officer
Title:
Treasurer
XXXXXX ASSET MANAGEMENT COMPANY
By:
Name:
Title:
AMENDED SCHEDULE A
DATED JANUARY 23, 2008
TO
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
XXXXXX ASSET MANAGEMENT COMPANY,
OLD MUTUAL CAPITAL, INC.
AND
OLD MUTUAL FUNDS II
DATED APRIL 19, 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 Xxxxxx
Xxxxx Term Fixed
Income Fund
0.20%
0.175%
0.150%
0.125%
0.100%
0.075%
0.05%
DMEAST #9961639 v1
2
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