0000775180-06-000017 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 17th day of May, 2006 by and among Old Mutual Capital, Inc. (the “Adviser”), Analytic Investors, Inc. (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

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INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Interim Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 31st day of December, 2005, by and among Old Mutual Capital, Inc. (the “Adviser”), Liberty Ridge Capital, Inc. (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Interim Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 31st day of December, 2005 by and among Old Mutual Capital, Inc. (the “Adviser”), Wellington Management Company, LLP (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”), on behalf of the Old Mutual Cash Reserves Fund (the “Portfolio”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 17th day of May, 2006 by and among Old Mutual Capital, Inc. (the “Adviser”), Wellington Management Company, LLP (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

SECOND INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 9th day of February, 2006, by and among Old Mutual Capital, Inc. (the “Adviser”), Copper Rock Capital Partners LLC (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

OLD MUTUAL ADVISOR FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

This EXPENSE LIMITATION AGREEMENT, effective as of January 1, 2006, by and between Old Mutual Advisor Funds II (the “Trust”), on behalf of each portfolio of the Trust set forth in Schedule A, Schedule B, Schedule C and Schedule D (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc. (the “Investment Manager”).

INTERIM INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT, entered into as of this 31st day of December, 2005 between Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Advisor Funds II (the “Trust”).

ESCROW AGREEMENT
Escrow Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Pennsylvania

This ESCROW AGREEMENT dated this 26th day of January, 2006, is by and among OLD MUTUAL ADVISOR FUNDS II, a Delaware statutory trust (the “Trust”), OLD MUTUAL CAPITAL, INC., a Delaware corporation (the “Adviser”), and U.S. BANK, NATIONAL ASSOCIATION, as escrow agent (the “Escrow Agent”).

MANAGEMENT AGREEMENT
Management Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT, entered into as of the dates indicated on the Schedule A attached hereto, between Old Mutual Capital, Inc. (the “Investment Manager”) and Old Mutual Advisor Funds II (the “Fund”).

INTERIM INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 30th, 2006 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 31st day of December, 2005 by and among Old Mutual Capital, Inc. (the “Adviser”), Barrow Hanley Mehwinney & Strauss (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”), on behalf of the Old Mutual Clipper Focus Fund (the “Portfolio”).

AGREEMENT AND DECLARATION OF TRUST OF OLD MUTUAL ADVISOR FUNDS II (formerly known as PBHG Funds) Amended and Restated effective March 1, 2006
Agreement and Declaration of Trust • June 30th, 2006 • Old Mutual Advisor Funds Ii

THIS AGREEMENT AND DECLARATION OF TRUST of Old Mutual Advisor Funds II, amended and restated as of March 1, 2006, is among John R. Bartholdson, Jettie M. Edwards, Albert A. Miller, and Leigh A. Wilson as Trustees, and each person who becomes a Shareholder in accordance with the terms hereinafter set forth.

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