0000775180-07-000116 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 12th day of November, 2007 by and among Old Mutual Capital, Inc. (the “Adviser”), Ashfield Capital Partners, LLC (the “Sub-Adviser”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

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CUSTODY AGREEMENT
Custody Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • New York

AGREEMENT, entered into as of November 1, 2007 with effective dates as indicated on Schedule II attached hereto, between Old Mutual Advisor Funds II, a statutory trust organized and existing under the laws of the State of Delaware having its principal office and place of business at 4643 South Ulster Street, Suite 600, Denver, Colorado 80237 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

MANAGEMENT AGREEMENT
Management Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT, entered into as of November 19, 2007, between Old Mutual Capital, Inc. (the “Investment Manager”) and Old Mutual Funds II (the “Fund”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 19th day of November 2007 by and among Old Mutual Capital, Inc. (the “Advisor”), Ashfield Capital Partners, LLC (the “Sub-Advisor”), and Old Mutual Advisor Funds II, a Delaware statutory trust (the “Trust”).

INVESTMENT SUB-ADVISORY AGREEMENT OLD MUTUAL DISCOVER VALUE FUND
Investment Sub-Advisory Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 19th day of November, 2007 by and among Old Mutual Capital, Inc. (the “Adviser”), Thomson, Horstmann & Bryant, Inc. (the “Sub-Adviser”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • New York

AGREEMENT entered into as of November 1, 2007 with an effective date of December 10, 2007 between Old Mutual Advisor Funds II (the “Fund”), a statutory trust organized and existing under the laws of the State of Delaware and having its principal office and place of business at 4643 South Ulster Street, Suite 600, Denver, Colorado 80237, and The Bank of New York (“BNY”).

FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • New York

AGREEMENT entered into as of November 1, 2007 with effective dates as indicated on Exhibit A attached hereto, by and between Old Mutual Capital, Inc. (“OMCAP”), as investment advisor and administrator to each series portfolio of Old Mutual Advisor Funds II (“OMAF II”) listed on Exhibit A hereto (each a “Fund”, collectively the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).

OLD MUTUAL ADVISOR FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

This Expense Limitation Agreement (“Agreement”), effective as of June 4, 2007, is made and entered into by and between Old Mutual Advisor Funds II, a business trust organized under the laws of the State of Delaware (the “Trust”) on behalf of each portfolio of the Trust set forth in Schedule A (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc., a Delaware corporation (“Old Mutual Capital” or the “Investment Manager”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

AGREEMENT made as of this 19th day of November, 2007 by and among Old Mutual Capital, Inc. (the “Adviser”), Barrow, Hanley, Mewhinney & Strauss, Inc. (“Barrow Hanley”), Analytic Investors, Inc. (“Analytic”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”).

AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Amendment to Agreement and Declaration of Trust • November 15th, 2007 • Old Mutual Advisor Funds Ii

This Amendment (the "Amendment") to the Agreement and Declaration of Trust of Old Mutual Advisor Funds I1 (the "Trust") amends the Agreement and Declaration of Trust of the Trust dated as of March 1, 2006, as amended (the "Agreement").

AMENDMENT TO THE AGENCY AGREEMENT DATED JANUARY 1, 1998 BETWEEN DST SYSTEMS, INC. AND OLD MUTUAL ADVISOR FUNDS II
The Agency Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated November 19, 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:

OLD MUTUAL ADVISOR FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

This Expense Limitation Agreement (“Agreement”), effective as of June 4, 2007, is made and entered into by and between Old Mutual Advisor Funds II, a business trust organized under the laws of the State of Delaware (the “Trust”) on behalf of each portfolio of the Trust set forth in Schedule A (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc., a Delaware corporation (“Old Mutual Capital” or the “Investment Manager”).

FOURTH AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL ADVISOR FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED NOVEMBER 19, 2007
Fourth • November 15th, 2007 • Old Mutual Advisor Funds Ii

THIS AMENDMENT dated November 19, 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:

AMENDED SCHEDULE A DATED NOVEMBER 19, 2007 TO EXPENSE LIMITATION AGREEMENT BETWEEN OLD MUTUAL ADVISOR FUNDS II AND OLD MUTUAL CAPITAL, INC. DATED JUNE 4, 2007
Expense Limitation Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii

Class A Expense Limit Class C Expense Limit Advisor Class Expense Limit Institutional Class Expense Limit Class R Expense Limit Class Z Expense Limit

OLD MUTUAL FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • November 15th, 2007 • Old Mutual Advisor Funds Ii • Delaware

THIS AGREEMENT, dated and effective as of November 19, 2007, is made and entered into by and between OLD MUTUAL 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”).

SECOND AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 15th, 2007 • Old Mutual Advisor Funds Ii

This Second Amendment (the “Amendment”) to the Agreement and Declaration of Trust of Old Mutual Advisor Funds II (the “Trust”) amends the Agreement and Declaration of Trust of the Trust dated as of March 1, 2006, as amended (the “Agreement”).

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