0000775180-08-000039 Sample Contracts

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OLD MUTUAL FUNDS II AMENDMENT TO OLD MUTUAL TS&W MID-CAP VALUE FUND EXPENSE LIMITATION AGREEMENT
Old Mutual Funds • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT dated March 1, 2008 to the Expense Limitation Agreement dated June 4, 2007, as amended (the “Expense Limitation Agreement”), by and between Old Mutual Funds II (“OMF II”) on behalf of the Old Mutual TS&W Mid-Cap Value Fund and Old Mutual Capital, Inc., shall be as follows:

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 25th day of April, 2008 by and among Old Mutual Capital, Inc. (the “Adviser”), Turner Investment Partners, Inc. (the “Sub-Adviser”), and Old Mutual Funds II (formerly known as 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, the Sub-Adviser, and the Trust (the “Sub-Advisory Agreement”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 25th day of April, 2008 by and among Old Mutual Capital, Inc. (the “Adviser”), Liberty Ridge Capital, Inc. (the “Sub-Adviser”), and Old Mutual Funds II (formerly known as Old Mutual Advisor Funds II), a Delaware statutory trust (the “Trust”) to the Investment Sub-Advisory 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, Sub-Adviser, and the Trust (the “Sub-Advisory Agreement”).

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 23rd day of January, 2008 by and among Old Mutual Capital, Inc. (the “Adviser”), Dwight Asset Management Company (the “Sub-Adviser”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”) to the Investment Sub-Advisory Agreement dated the 19th day of April, 2006 by and between the Adviser, Sub-Adviser, and Trust (“Sub-Advisory Agreement”).

OLD MUTUAL FUNDS II EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 28th, 2008 • Old Mutual Funds II • Delaware

THIS AGREEMENT, dated as of January 23, 2008 and effective as of January 1, 2009, 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”).

FIFTH AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED APRIL 25, 2008
Distribution Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT dated April 25, 2008 to the Distribution Agreement dated July 8, 2004, as amended (the “Distribution Agreement”), by and between Old Mutual Funds II (“OMF II”) and Old Mutual Investment Partners (“OMIP”), shall be as follows:

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 25th day of April, 2008 by and between Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Funds II (formerly known as Old Mutual Advisor Funds II), a Delaware statutory trust (the “Trust”) to the Management Agreement effective as to certain portfolios of the Trust the 19th day of April, 2006, effective as to certain other portfolios of the Trust the 17th day of May 2006, and as amended the 21st day of December, 2006 by and between the Adviser and the Trust (the “Management Agreement”).

OLD MUTUAL FUNDS II AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • July 28th, 2008 • Old Mutual Funds II • Delaware

This Amended and Restated Extended Expense Limitation Agreement (“Agreement”), effective as of January 23, 2008, is made and entered into by and between Old Mutual 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”). This Agreement supersedes the “extended” expense limitation agreement between the parties dated June 4, 2007 (“Expense Agreement”) on behalf of those series portfolios of the Trust offered as of June 4, 2007 except the Old Mutual TS&W Mid-Cap Value Fund (“TS&W Mid-Cap Fund”) and the “extended” expense limitation agreement between the parties dated June 4, 2007 (“TS&W Expense Agreement”) on behalf of the TS&W Mid-Cap Fund.

OLD MUTUAL FUNDS II AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT dated May 21, 2008 to the Expense Limitation Agreement dated January 23, 2008 (the “Expense Limitation Agreement”), by and between Old Mutual Funds II (“OMF II”) and Old Mutual Capital, Inc., shall be as follows:

AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • July 28th, 2008 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 25th day of April, 2008 by and among Old Mutual Capital, Inc. (the “Adviser”), Ashfield Capital Partners, LLC (the “Sub-Adviser”), and Old Mutual Funds II (formerly known as Old Mutual Advisor Funds II), a Delaware statutory trust (the “Trust”) to the Investment Sub-Advisory Agreement dated the 3rd day of July, 2007 by and between the Adviser, Sub-Adviser, and the Trust (the “Sub-Advisory Agreement”).

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