AMENDMENT TO MANAGEMENT AGREEMENT
AMENDMENT TO
THIS AMENDMENT (“Amendment”), entered into as of the 27th day of March, 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 March 27, 2009, the parties desire to: (i) reduce the compensation paid under the Management Agreement with respect to the Old Mutual TS&W Small Cap Value Fund; (ii) reflect the completion of the reorganization of the Old Mutual Developing Growth Fund into the Old Mutual Strategic Small
Company Fund; (iii) reflect the completion of the reorganization of the Old Mutual Mid-Cap Fund into the Old Mutual TS&W Mid-Cap Value Fund; (iv) reflect the completion of the reorganization of the Old Mutual Select Growth Fund into the Old Mutual Large Cap Growth Fund; and (v) reflect the completion of the reorganization of the Old Mutual Small Cap Fund into the Old Mutual TS&W Small Cap Value 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.
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OLD MUTUAL CAPITAL, INC. |
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By: /s/ Xxxx X. Xxxxx |
By: /s/ Xxxxxx X. Xxxxx | |
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Name: Xxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx | |
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Title: Chief Financial Officer |
Title: Treasurer | |
DMEAST #2022490 v9
SCHEDULE A
DATED MARCH 27, 2009
BETWEEN OLD MUTUAL FUNDS II
AND
OLD MUTUAL CAPITAL, INC.
Effective April 19, 2006, pursuant to Section 6 of this Agreement, and effective 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:
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Advisory Fee Breakpoint Asset Thresholds | ||||||||||||||
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FUND |
$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 | |||||||
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Old Mutual Strategic Small Company Fund |
0.95% |
0.90% |
0.85% |
0.80% |
0.75% |
0.70% |
0.65% | |||||||
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Old Mutual Focused Fund |
0.75% |
0.70% |
0.65% |
0.60% |
0.55% |
0.50% |
0.45% | |||||||
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Old Mutual TS&W Small Cap Value Fund |
1.00% |
0.95% |
0.90% |
0.85% |
0.80% |
0.75% |
0.70% | |||||||
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Old Mutual Heitman REIT Fund |
0.90% |
0.85% |
0.80% |
0.75% |
0.70% |
0.65% |
0.60% | |||||||
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Advisory Fee Breakpoint Asset Thresholds | ||||||||||||||
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FUND |
$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 | |||||||
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Old Mutual Xxxxxx Intermediate Fixed Income Fund |
0.45% |
0.425% |
0.40% |
0.375% |
0.35% |
0.325% |
0.30% | |||||||
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Old Mutual Xxxxxx Xxxxx Term Fixed Income Fund |
0.45% |
0.425% |
0.40% |
0.375% |
0.35% |
0.325% |
0.30% | |||||||
Effective May 17, 2006, pursuant to Section 6 of this Agreement, and effective April 25, 2008 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:
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Advisory Fee Breakpoint Asset Thresholds | ||||||||||||||
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FUND |
$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 | |||||||
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Old Mutual Growth Fund |
0.825% |
0.775% |
0.725% |
0.675% |
0.625% |
0.575% |
0.525% | |||||||
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Old Mutual Large Cap Growth Fund |
0.85% |
0.80% |
0.75% |
0.70% |
0.65% |
0.60% |
0.55% | |||||||
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Old Mutual Analytic U.S. Long/Short Fund |
0.80% |
0.75% |
0.70% |
0.65% |
0.60% |
0.55% |
0.50% | |||||||
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Old Mutual Columbus Circle Technology and Communications Fund |
0.95% |
0.90% |
0.85% |
0.80% |
0.75% |
0.70% |
0.65% | |||||||
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Advisory Fee Breakpoint Thresholds | ||||||||||||||
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FUND |
$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 | |||||||
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Old Mutual Cash Reserves Fund |
0.40% |
0.375% |
0.35% |
0.325% |
0.30% |
0.275% |
0.25% | |||||||
Effective December 21, 2006, 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:
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Advisory Fee Breakpoint Asset Thresholds | ||||||||||||||
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FUND |
$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 | |||||||
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Old Mutual Barrow Hanley Value Fund |
0.85% |
0.85% |
0.85% |
0.85% |
0.80% |
0.75% |
0.70% | |||||||
