0000775180-11-000022 Sample Contracts

OLD MUTUAL FUNDS II AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT dated November 16, 2010 to the Expense Limitation Agreement dated January 23, 2008, as amended (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:

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AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT dated as of May 20, 2011 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 THE DISTRIBUTION AGREEMENT BETWEEN OLD MUTUAL FUNDS II AND OLD MUTUAL INVESTMENT PARTNERS DATED JULY 8, 2004 AS AMENDED AS OF MAY 20, 2011
The Distribution Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT dated May 20, 2011 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 AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), made as of May 20, 2011 (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”).

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT (“Amendment”), entered into as of the 20th day of May, 2011, 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 FUND SUB-ADMINISTRATION AND ACCOUNTING AGREEMENT
Sub-Administration and Accounting Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT dated as of May 20, 2011 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:

OLD MUTUAL FUNDS II AMENDMENT TO AMENDED AND RESTATED EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • May 20th, 2011 • Old Mutual Funds II

THIS AMENDMENT dated as of November 16, 2010 to the Amended and Restated Extended Expense Limitation Agreement dated January 23, 2008, as amended (the “Extended Expense Limitation Agreement”), by and between Old Mutual Funds II (“OMF II”) and Old Mutual Capital, Inc., shall be as follows:

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