DMEAST #2022490 v9
DMEAST #2022490 v9 2
AMENDMENT TO
INVESTMENT SUB-ADVISORY AGREEMENT
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").
The parties desire to: (i) reduce the compensation paid
under the Sub-Advisory 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";
and (iv) 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
, ,
, ,
ASHFIELD CAPITAL PARTNERS, LLC, ,
, ,
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇, ,
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ , ,
Title: Chief Financial Officer, ,
SCHEDULE A
DATED APRIL 25, 2008
TO
INVESTMENT SUB-ADVISORY AGREEMENT
AMONG
ASHFIELD CAPITAL PARTNERS, LLC
OLD MUTUAL CAPITAL, INC.
AND
OLD MUTUAL FUNDS II
DATED JULY 3, 2007
PORTFOLIO, Sub-Advisory Fee Breakpoint Asset Thresholds
, $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 Large Cap Growth Fund, 0.50%, 0.45%, 0.40%, 0.35%, 0.30%, 0.25%,
0.20%
, , , , , , ,
, , , , , , ,
Old Mutual Select Growth Fund, 0.55%, 0.50%, 0.45%, 0.40%, 0.35%, 0.30%, 0.25%
Breakpoints will be calculated based on the total assets of each Fund
