0000775180-10-000038 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 21st, 2010 • Old Mutual Funds II • Delaware

AGREEMENT made as of this 21st day of June, 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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MANAGEMENT AGREEMENT
Management Agreement • June 21st, 2010 • Old Mutual Funds II • Delaware

AGREEMENT, entered into as of June 21, 2010, between Old Mutual Capital, Inc. (the “Investment Manager”) and Old Mutual Funds II (the “Fund”).

OLD MUTUAL FUNDS II AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT dated June 21, 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 JUNE 21, 2010
Distribution Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT dated June 21, 2010 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:

FORM OF AMENDMENT TO FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Sub-Administration and Accounting Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of June 21, 2010 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:

FORM OF AMENDMENT TO AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), made as of June 21, 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”).

OLD MUTUAL FUNDS II AMENDMENT TO AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of June 21, 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:

FORM OF AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • June 21st, 2010 • Old Mutual Funds II

THIS AMENDMENT dated as of June 21, 2010 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:

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