SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a party other than the Registrant [  ]

Check the appropriate box:

[  ]         Preliminary Proxy Statement

[  ]         Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[  ]         Definitive Proxy Statement

[X]         Definitive Additional Materials

[  ]         Soliciting Material Pursuant to Section 240.14a-12

Old Mutual Funds II

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(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

1. Title of each class of securities to which transaction applies:

2. Aggregate number of securities to which transaction applies: ______.

3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): _______.

4. Proposed maximum aggregate value of transaction: _______.

Total fee paid: _______.

[  ] Fee paid previously with preliminary materials.

[  ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

5. Amount Previously Paid:

6. Form, Schedule or Registration Statement No.: Total fee paid: _________.

7. Filing Party:

8. Date Filed: January 11, 2010

Proxy Factsheet	IMPORTANT DATES:
	Record Date:	December 11, 2010
	Meeting Date:	March 11, 2010
SPECIAL MEETING SHAREHOLDERS OF THE:	Mail Date:	January 5, 2010
OLD MUTUAL CASH RESERVES FUND	Meeting Time:	10:00 a.m., Mountain time
Old Mutual Cash Reserves Fund   Class A   68002T556	Location:	4643 South Ulster Street, 7th Floor
Old Mutual Cash Reserves Fund   Class Z   68002Q461		Denver, CO 80237
Old Mutual Cash Reserves Fund   Institutional   68002T531
MUTUAL FUND ADVISOR:	CONTACT INFO:
Old Mutual Capital, Inc.	Inbound Line:	1-800-821-8784
	Fund Number:	1-888-772-2888
	Website:	www.oldmutualus.com

What is happening?

A Special Meeting of Shareholders will be held on March 11, 2010 at 4643 South Ulster Street, 7th Floor, Denver, Colorado 80237, 10:00 a.m. Mountain time.

The proxy material commenced mail on January 5, 2010.  The package included:

1.   Proxy Statement

2.   Proxy Card

What am I being asked to vote on?

There are two proposals to be voted on at the Meeting:

1.   To approve a new sub-advisory agreement with Dwight Asset Management Company LLC for the Fund.

2.   To approve a modification of the Fund’s fundamental investment restriction on industry concentration.

How should I vote?

The Board of Directors unanimously approved the proposals and recommends that you vote FOR each proposal.

PROPOSAL REVIEW:

1. To approve a new sub-advisory agreement with Dwight Asset Management Company LLC for the Fund.

Why am I being asked to vote on a new sub-advisory agreement?

By approving the new sub-advisory agreement the Fund’s sub-advisory fee will have a reduced annual rate with no minimum annual fee. The Board recommends this proposal because all other terms remain identical to the current sub-advisory agreement, and the new sub-adviser (Dwight Asset Management LLC) will continue to maintain the daily operations of the Fund such as:

·   Manage the investment operations and composition of the Fund’s assets according to the Fund’s investment objective, policies and restrictions.

·   Provide supervision of the Fund’s investments.

·   Determine what investments and securities will be purchased.

·   Place orders with or through such persons, brokers or dealers to carry out policies.

·   Provide its portfolio managers to discuss the investment affairs.

·   Assist in fair valuation of securities.

Will the proposed Sub-Advisory Agreement result in higher contractual expenses for the Fund?

No. The Board of Trustees has approved a reduction to the Fund’s investment management fee from an annual rate of 0.40% to an annual rate of 0.18%, which is contingent upon, and will become effective with, the proposed Sub-Advisory Agreement.

Under the proposed Sub-Advisory Agreement, the base sub-advisory fee paid by Old Mutual Capital to Dwight would be reduced from an annual rate of 0.10%, currently paid under the Wellington sub-advisory agreement, to 0.09%.  In addition, the $50,000 minimum annual sub-advisory fee paid by Old Mutual Capital under the Wellington sub-advisory agreement will be eliminated.

Finally, the expense limitations for Class A shares of the Fund will be reduced by 0.43%, from 0.98% to 0.55%, the expense limitations for Class Z shares of the Fund will be reduced by 0.43%, from 0.73% to 0.30%, and the expense limitations for the Institutional Class shares will be reduced by 0.53%, from 0.73% to 0.20%.

Who is Dwight?

Dwight is a Delaware limited liability company located at 100 Bank Street, Burlington, Vermont 05401.  Dwight is a majority-owned subsidiary of Old Mutual (US) Holdings, Inc. and an affiliate of Old Mutual Capital.  Dwight currently provides sub-advisory services to the Old Mutual Dwight High Yield Fund, Old Mutual Dwight Intermediate Fixed Income Fund and Old Mutual Dwight Short Term Fixed Income Fund.  Dwight manages and supervises the investment of these funds’ assets on a discretionary basis, subject to the supervision of Old Mutual Capital. Dwight has provided investment management services to corporations, pension and profit sharing plans, 401(k) and thrift plans since 1983.  Dwight managed approximately $69.3 billion in assets as of September 30, 2009.

PROPOSAL 2. To approve a modification of the Fund’s fundamental investment restriction on industry concentration.

What is the proposed modification to the Fund’s fundamental investment restriction on

industry concentration?

A Fund will not make investments that will result in the concentration of its investments in the securities of issuers primarily engaged in the same industry.  

The proposal provides to modify the Fund’s fundamental investment restriction on industry concentration to exclude from that restriction the Fund’s investment in obligations issued by U.S. branches of foreign banks.  

What is the purpose of the proposed modification to the Fund’s fundamental investment

restriction on industry concentration?

Modifying the fundamental investment restriction provides the Fund with additional flexibility when investing in commercial paper and certificates of deposit issued by U.S. branches of foreign banks.

Has the Fund’s Board approved the proposals?

Yes. After careful consideration, the Board unanimously recommends that shareholders vote FOR the proposals.

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VOTING METHODS

Registered Shareholders(REG at the beginning of account number)

By Phone: Call 800-821-8784.  The shareholder will need the control number and check digit found on the right side of the card below the fold line

By Internet: Go to www.proxyonline.com and follow the instructions found on the website.  Shareholders will need the control number and check digits found on the right side of the card below the fold line.

Beneficial Shareholders(NOBO at the beginning of account number)

By Touchtone: 800-690-6903 and follow the simple instructions.  Shareholders will need their control number found on the top right of their proxy card.

By Internet: Go to www.proxyvote.com and follow the instructions found on the website. Shareholders will need their control number found on the top right of their proxy card.

Account Search

The TAG ID is located on the bottom left corner of the proxy card.  See below for sample.

SAMPLE PROXY CARD FOUND ON THE FOLLOWING PAGE.