DMEAST #2022490 v9
DMEAST #2022490 v9 2
AMENDMENT TO
MANAGEMENT AGREEMENT
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").
The parties desire to: (i) reduce the compensation paid
under the Management Agreement with respect to Old Mutual Large
Cap Growth Concentrated Fund ("Large Cap Growth Concentrated
Fund"); (ii) reflect the completion of the reorganization of Old
Mutual Large Cap Growth Fund ("Large Cap Growth Fund") into
Large Cap Growth Concentrated Fund (the "Reorganization"); (iii)
reflect the name change of Large Cap Growth Concentrated Fund to
"Old Mutual Large Cap Growth Fund"; (iv) reflect the completion
of the reorganization of Old Mutual Large Cap Fund into Old
Mutual Focused Fund; (v) reflect the name change of Old Mutual
Emerging Growth Fund to "Old Mutual Developing Growth Fund"; and
(vi) reflect the Trust's name change to Old Mutual Funds II,
which change was effective November 19, 2007. Accordingly,
Schedule A of the Sub-Advisory Agreement is deleted in its
entirety and replaced with amended Schedule A, attached hereto.
This Amendment may be executed in two or more counterparts,
each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.
All other terms of the Sub-Advisory Agreement shall remain in
full force and effect.
This Amendment has been executed as of the date set forth
above by a duly authorized officer of each party and is
effective immediately following the closing of the
Reorganization.
OLD MUTUAL CAPITAL, INC., , OLD MUTUAL FUNDS II
, ,
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇, , By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇, , Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Chief Financial Officer, , Title: Treasurer
, ,
SCHEDULE A
DATED APRIL 25, 2008
TO MANAGEMENT AGREEMENT
BETWEEN OLD MUTUAL FUNDS II
AND
OLD MUTUAL CAPITAL, INC.
Effective April 19, 2006, pursuant to Section 6 of this Agreement, each
Portfolio shall pay the Investment Manager, at the end of each calendar month,
compensation computed daily at an annual rate of the Portfolio's average daily
net assets based on the following schedule:
, , Advisory Fee Breakpoint Asset Thresholds
FUND, , $0 to less than $300 million, , $300 million to less than $500 million,
, $500 million to less than $750 million, , $750 million to less than $1.0
billion, , $1.0 billion to less than $1.5 billion, , $1.5 billion to less than
$2.0 billion, , $2.0 billion or greater
Old Mutual Strategic Small Company Fund, , 0.95%, , 0.90%, , 0.85%, , 0.80%, ,
0.75%, , 0.70%, , 0.65%
Old Mutual Focused Fund, , 0.75%, , 0.70%, , 0.65%, , 0.60%, , 0.55%, , 0.50%, ,
0.45%
Old Mutual Small Cap Fund, , 1.00%, , 0.95%, , 0.90%, , 0.85%, , 0.80%, , 0.75%,
, 0.70%
Old Mutual TS&W Small Cap Value Fund, , 1.10%, , 1.05%, , 1.00%, , 0.95%, ,
0.90%, , 0.85%, , 0.80%
Old Mutual ▇▇▇▇▇▇▇ REIT Fund, , 0.90%, , 0.85%, , 0.80%, , 0.75%, , 0.70%, ,
0.65%, , 0.60%
, , Advisory Fee Breakpoint Asset Thresholds
FUND, , $0 to less than $300 million, , $300 million to less than $500 million,
, $500 million to less than $750 million, , $750 million to less than $1.0
billion, , $1.0 billion to less than $1.5 billion, , $1.5 billion to less than
$2.0 billion, , $2.0 billion or greater
Old Mutual ▇▇▇▇▇▇ Intermediate Fixed Income Fund, , 0.45%, , 0.425%, , 0.40%, ,
0.375%, , 0.35%, , 0.325%, , 0.30%
Old Mutual ▇▇▇▇▇▇ ▇▇▇▇▇ Term Fixed Income Fund, , 0.45%, , 0.425%, , 0.40%, ,
0.375%, , 0.35%, , 0.325%, , 0.30%
Effective May 17, 2006, pursuant to Section 6 of this Agreement, and
effective April 25, 2008 for Old Mutual Large Cap Growth Fund, each Portfolio
shall pay the Investment Manager, at the end of each calendar month,
compensation computed daily at an annual rate of the Portfolio's average daily
net assets based on the following schedule:
, , Advisory Fee Breakpoint Asset Thresholds
FUND, , $0 to less than $300 million, , $300 million to less than $500 million,
, $500 million to less than $750 million, , $750 million to less than $1.0
billion, , $1.0 billion to less than $1.5 billion, , $1.5 billion to less than
$2.0 billion, , $2.0 billion or greater
Old Mutual Developing Growth Fund, , 0.95%, , 0.90%, , 0.85%, , 0.80%, , 0.75%,
, 0.70%, , 0.65%
Old Mutual Growth Fund, , 0.825%, , 0.775%, , 0.725%, , 0.675%, , 0.625%, ,
0.575%, , 0.525%
Old Mutual Large Cap Growth Fund, , 0.85%, , 0.80%, , 0.75%, , 0.70%, , 0.65%, ,
0.60%, , 0.55%
Old Mutual Select Growth Fund, , 0.90%, , 0.85%, , 0.80%, , 0.75%, , 0.70%, ,
0.65%, , 0.60%
Old Mutual Analytic U.S. Long/Short Fund, , 0.80%, , 0.75%, , 0.70%, , 0.65%, ,
0.60%, , 0.55%, , 0.50%
Old Mutual Mid-Cap Fund, , 0.95%, , 0.90%, , 0.85%, , 0.80%, , 0.75%, , 0.70%, ,
0.65%
Old Mutual Columbus Circle Technology and Communications Fund, , 0.95%, , 0.90%,
, 0.85%, , 0.80%, , 0.75%, , 0.70%, , 0.65%
, , Advisory Fee Breakpoint Thresholds
FUND, , $0 to less than $300 million, , $300 million to less than $500 million,
, $500 million to less than $750 million, , $750 million to less than $1.0
billion, , $1.0 billion to less than $1.5 billion, , $1.5 billion to less than
$2.0 billion, , $2.0 billion or greater
Old Mutual Cash Reserves Fund, , 0.40%, , 0.375%, , 0.35%, , 0.325%, , 0.30%, ,
0.275%, , 0.25%
Effective December 21, 2006, pursuant to Section 6 of this Agreement, each
Portfolio shall pay the Investment Manager, at the end of each calendar month,
compensation computed daily at an annual rate of the Portfolio's average daily
net assets based on the following schedule:
, , Advisory Fee Breakpoint Asset Thresholds
FUND, , $0 to less than $300 million, , $300 million to less than $500 million,
, $500 million to less than $750 million, , $750 million to less than $1.0
billion, , $1.0 billion to less than $1.5 billion, , $1.5 billion to less than
$2.0 billion, , $2.0 billion or greater
Old Mutual Barrow Hanley Value Fund, , 0.85%, , 0.85%, , 0.85%, , 0.85%, ,
0.80%, , 0.75%, , 0.70%
