AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
AMENDMENT TO
THIS AMENDMENT (“Amendment”) is made as of the 27th day of March, 2009 by and among Old Mutual Capital, Inc. (the “Adviser”), Ashfield Capital Partners, LLC (the “Sub-Adviser”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”)
to the Investment Sub-Advisory Agreement dated the 3rd day of July, 2007, as amended, by and between the Adviser, 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 the Old Mutual Large Cap Growth Fund; and (ii) reflect the completion of the reorganization of the Old Mutual Select Growth Fund into the Old Mutual Large Cap Growth Fund (the “Reorganization”), effective following the close
of business on March 27, 2009. Accordingly, effective immediately following the closing of the Reorganization, 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.
Except as expressly amended and provided herein, all of the terms, conditions and provisions of the Sub-Advisory 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.
OLD MUTUAL CAPITAL, INC. |
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By: /s/ Xxxx X. Xxxxx |
By: /s/ Xxxxxx X. Xxxxx | |
Name: Xxxx X. Xxxxx |
Name: Xxxxxx X. Xxxxx | |
Title: Chief Financial Officer |
Title: Treasurer | |
ASHFIELD CAPITAL PARTNERS, LLC |
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By: /s/ J. Xxxxxxx Xxxxx |
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Name: J. Xxxxxxx Xxxxx |
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Title: President and Chief Executive Officer |
SCHEDULE A
DATED MARCH 27, 2009
TO
AMONG
ASHFIELD CAPITAL PARTNERS, LLC
OLD MUTUAL CAPITAL, INC.
AND
DATED JULY 3, 2007
PORTFOLIO |
Sub-Advisory Fee Breakpoint Asset Thresholds
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$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 |
0.475% |
0.425% |
0.375% |
0.325% |
0.275% |
0.225% |
0.175% |
Breakpoints will be calculated based on the total assets of each Fund