0000775180-07-000067 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT, entered into as of June 4, 2007, between Old Mutual Capital, Inc. (the “Investment Manager”) and Old Mutual Advisor Funds II (the “Fund”).

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THIRD AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL ADVISOR FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED JUNE 4, 2007
The Distribution Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated June 4, 2007 to the Distribution Agreement dated July 8, 2004, as amended (the “Distribution Agreement”), by and between Old Mutual Advisor Funds II (“OMAF II”) and Old Mutual Investment Partners (“OMIP”), shall be as follows:

AMENDMENT NO. 2 TO AMENDED AND RESTATED SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii • Pennsylvania

THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SUB-ADMINISTRATIVE SERVICES AGREEMENT dated January 1, 2001, as amended and assigned (“Amendment”), effective as of January 1, 2007, is by and among Old Mutual Capital, Inc. (“OMCAP”) and SEI Investments Global Funds Services (hereinafter referred to as “SEI GFS”).

AMENDMENT NO. 3 TO AMENDED AND RESTATED SUB-ADMINISTRATIVE SERVICES AGREEMENT
Sub-Administrative Services Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT NO. 3 TO THE AMENDED AND RESTATED SUB-ADMINISTRATIVE SERVICES AGREEMENT dated January 1, 2001, as amended and assigned (“Amendment”), effective as of June 4, 2007, is by and among Old Mutual Capital, Inc. (“OMCAP”) and SEI Investments Global Funds Services (hereinafter referred to as “SEI GFS”).

OLD MUTUAL ADVISOR FUNDS II AMENDMENT TO THE MUTUAL FUND CUSTODY AGREEMENT
Custody Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated as of the 14h day of March, 2007, to the Mutual Fund Custody Agreement dated as of February 26, 2002, as amended October 5, 2006 (the “Custody Agreement”), is entered by and between Old Mutual Advisor Funds II, a Delaware business trust (the "Trust") and U.S. Bank, N.A., a national banking association (the "Custodian").

AMENDMENT TO THE AGENCY AGREEMENT DATED JANUARY 1, 1998 BETWEEN DST SYSTEMS, INC. AND OLD MUTUAL ADVISOR FUNDS II (FORMERLY PBHG FUNDS)
The Agency Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated September 1, 2006 to the Agency Agreement dated January 1, 1998, as amended (the “Agency Agreement”), by and between DST Systems, Inc. (“DST”) and Old Mutual Advisor Funds II (formerly PBHG Funds, Inc. or PBHG Funds) (the “Fund”), shall be as follows:

OLD MUTUAL ADVISOR FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii • Delaware

THIS AGREEMENT, dated and effective as of June 4, 2007, is made and entered into by and between OLD MUTUAL ADVISOR FUNDS II, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and OLD MUTUAL CAPITAL, INC., a Delaware corporation (the “Investment Manager”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 4th day of June, 2007 by and among Old Mutual Capital, Inc. (the “Adviser”), Thompson, Siegel & Walmsley LLC (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

AMENDMENT TO THE AGENCY AGREEMENT DATED JANUARY 1, 1998 BETWEEN DST SYSTEMS, INC. AND OLD MUTUAL ADVISOR FUNDS II
The Agency Agreement • June 1st, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated June 4, 2007 to the Agency Agreement dated January 1, 1998, as amended (the “Agency Agreement”), by and between DST Systems, Inc. (“DST”) and Old Mutual Advisor Funds II (“OMAF II”), shall be as follows:

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