0000775180-10-000027 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • May 28th, 2010 • Old Mutual Funds II • Delaware

AGREEMENT made as of this 12th day of March, 2010 by and among Old Mutual Capital, Inc. (the “Adviser”), Dwight Asset Management Company LLC (the “Sub-Adviser”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”).

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AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • May 28th, 2010 • Old Mutual Funds II

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

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of the close of business on August 17, 2009 to the Custody Agreement dated November 1, 2007 (the “Agreement”), by and between The Bank of New York Mellon (formerly known as The Bank of New York) and Old Mutual Funds II, shall be as follows:

AMENDMENT TO FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of the close of business on August 17, 2009 to the Fund Sub-Administration and Accounting Agreement dated November 1, 2007 (the “Agreement”), by and between The Bank of New York Mellon (formerly known as The Bank of New York) and Old Mutual Capital, Inc., shall be as follows:

THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • May 28th, 2010 • Old Mutual Funds II

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

SIXTH AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED AS OF THE CLOSE OF BUSINESS ON AUGUST 17, 2009
Distribution Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated August 17, 2009 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 • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), entered into as of the 12th day of March, 2010, by and among Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Funds II, a Delaware statutory trust (the “Trust”), to the Investment Management Agreement, as amended, 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”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), entered into as of the 29th day of July, 2009, by and among Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Funds II, a Delaware statutory trust (the “Trust”), to the Investment Management Agreement, as amended, 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”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), entered into as of the close of business on the 17th day of August, 2009, by and among Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Funds II, a Delaware statutory trust (the “Trust”), to the Investment Management Agreement, dated November 19, 2007, between the Adviser and Trust (“Management Agreement”).

OLD MUTUAL FUNDS II AMENDMENT TO AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of the close of business on August 17, 2009 to the Amended and Restated Extended Expense Limitation Agreement dated January 23, 2008 (the “Extended 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 • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”) is made as of the 8th day of August, 2009 by and among Old Mutual Capital, Inc. (the “Adviser”), Ashfield Capital Partners, LLC (the “Sub-Adviser”), and Old Mutual Funds II, a Delaware statutory trust (the “Trust”) to the Investment Sub-Advisory Agreement dated the 3rd day of July, 2007, as amended, by and between the Adviser, Sub-Adviser, and the Trust (the “Sub-Advisory Agreement”).

OLD MUTUAL FUNDS II AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated March 1, 2010 to the Expense Limitation Agreement dated January 23, 2008 (the “Expense Limitation Agreement”), by and between Old Mutual Funds II (“OMF II”) on behalf of its series portfolios (the “Funds”) and Old Mutual Capital, Inc., shall be as follows:

AMENDMENT TO THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED AS OF THE CLOSE OF BUSINESS ON DECEMBER 4, 2009
Distribution Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated December 4, 2009 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 CUSTODY AGREEMENT
Custody Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of the close of business on December 4, 2009 to the Custody Agreement dated November 1, 2007 (the “Agreement”), by and between The Bank of New York Mellon (formerly known as The Bank of New York) and Old Mutual Funds II, shall be as follows:

OLD MUTUAL FUNDS II AMENDMENT TO AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of March 1, 2010 to the Amended and Restated Extended Expense Limitation Agreement dated January 23, 2008 (the “Extended Expense Limitation Agreement”), by and between Old Mutual Funds II (“OMF II”) and Old Mutual Capital, Inc., shall be as follows:

AMENDMENT TO FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of the close of business December 4, 2009 to the Fund Sub-Administration and Accounting Agreement dated November 1, 2007 (the “Agreement”), by and between The Bank of New York Mellon (formerly known as The Bank of New York) and Old Mutual Capital, Inc., shall be as follows:

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), entered into as of the 4th day of December, 2009, by and among Old Mutual Capital, Inc. (the “Adviser”) and Old Mutual Funds II, a Delaware statutory trust (the “Trust”), to the Investment Management Agreement, as amended, 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”).

AMENDMENT TO THE FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • May 28th, 2010 • Old Mutual Funds II

This Amendment is made as of January 1, 2010 to the Fund Sub-Administration and Accounting Agreement (the “Agreement”) dated November 1, 2007 between The Bank of New York Mellon (formerly known as The Bank of New York) (“BNYM”) and Old Mutual Capital, Inc. (the “Customer”)

AMENDMENT TO AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • May 28th, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), made as of the close of business January 15, 2010 (the “Effective Date”), by and between OLD MUTUAL FUNDS I (“OMF I”), OLD MUTUAL FUNDS II (“OMF II”), OLD MUTUAL FUNDS III (“OMF III”), each a Delaware statutory trust (each a “Trust” and together, the “Trusts”) and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (“DST”), to the Amended and Restated Agency Agreement made as of March 1, 2008, by and between the Trusts and DST (the “Agency Agreement”).

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