0001419743-09-000006 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • April 22nd, 2009 • Old Mutual Funds III

THIS SECOND AMENDMENT (“Second Amendment”), made as of March 1, 2009 (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, as amended, by and between the Trusts and DST (the “Agency Agreement”), hereby amends the Agency Agreement by replacing Exhibit B, Exhibit B.1, Exhibit B.2, Exhibit B.3, and Exhibit B.4. in their entirety with the exhibits attached hereto.

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AMENDMENT TO AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • April 22nd, 2009 • Old Mutual Funds III

THIS AMENDMENT (“Amendment”), made as of March 27, 2009 (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”).

FIRST AMENDMENT TO AMENDED AND RESTATED AGENCY AGREEMENT
Agency Agreement • April 22nd, 2009 • Old Mutual Funds III

THIS FIRST AMENDMENT (“First Amendment”), made as of September 17, 2008 (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”).

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 22nd, 2009 • Old Mutual Funds III

THIS AGREEMENT, effective as of July 1, 2008, is made and entered into by and between OLD MUTUAL FUNDS III, a business trust organized under the laws of the State of Delaware (the “Trust”), and OLD MUTUAL CAPITAL, INC., a Delaware corporation (the “Adviser”).

EXTENDED EXPENSE LIMITATION AGREEMENT
Extended Expense Limitation Agreement • April 22nd, 2009 • Old Mutual Funds III • Delaware

This Extended Expense Limitation Agreement (“Agreement”), effective as of July 1, 2008, is made and entered into by and between Old Mutual Funds III, a business trust organized under the laws of the State of Delaware (the “Trust”) on behalf of each portfolio of the Trust set forth in Schedule A (each a “Portfolio”, and collectively, the “Portfolios”), and Old Mutual Capital, Inc., a Delaware corporation (“Old Mutual Capital” or the “Investment Manager”).

FIRST AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • April 22nd, 2009 • Old Mutual Funds III

This First Amendment (the “Amendment”) to the Agreement and Declaration of Trust of Old Mutual Funds III (the “Trust”) amends the Agreement and Declaration of Trust of the Trust dated as of February 20, 2008, as amended (the “Agreement”).

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