0000775180-06-000041 Sample Contracts

OLD MUTUAL ADVISOR FUNDS II AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • December 21st, 2006 • Old Mutual Advisor Funds Ii • Delaware

This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (“Agreement”), is effective as of December 21, 2006, by and between Old Mutual Advisor Funds II (the “Trust”), on behalf of each portfolio of the Trust set forth in Schedules A-F (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc. (the “Investment Manager”). This Agreement supersedes the Expense Limitation Agreement between the parties effective January 1, 2006 and the Expense Limitation Agreement effective June 30, 2006 as to the Old Mutual Analytic U.S. Long/Short Fund (“Analytic Fund”).

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AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • December 21st, 2006 • Old Mutual Advisor Funds Ii

THIS AMENDMENT (“Amendment”) is made as of the 21st day of December, 2006 by and among Old Mutual Capital, Inc. (the “Adviser”), Barrow, Hanley, Mewhinney & Strauss, Inc. (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”) to the Investment Sub-Advisory Agreement dated the 17th day of May, 2006 by and between the Adviser, Sub-Adviser, and Trust (“Sub-Advisory Agreement”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • December 21st, 2006 • Old Mutual Advisor Funds Ii

THIS AMENDMENT (“Amendment”), entered into as of 21st day of December, 2006, by and among Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”), to the Investment Management Agreement 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”).

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