THE ADVISORS' INNER CIRCLE FUND II
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being all of the Trustees of The Advisors' Inner
Circle Fund II, an openend investment management company established under
Massachusetts law as a Massachusetts voluntary association (commonly known as a
business trust) under an Amended and Restated Agreement and Declaration of Trust
dated August 10, 2004 (the "Declaration of Trust"), and being authorized by
Article IX, Section 7 of the Declaration of Trust to effect this amendment, do
hereby amend, effective upon the signing of this instrument, the Declaration of
Trust as follows:
The last paragraph of Article IV, Section 3 is hereby replaced with
the following:
The Trustees shall not in any way be bound or limited by any present
or future law or custom in regard to investments by Trustees. Except as
otherwise provided herein or from time to time in the ByLaws, any
action to be taken by the Trustees may be taken by a majority of the
Trustees present at a meeting of Trustees (if a quorum be present),
within or without Massachusetts, including any meeting held by means of
a conference telephone or other communications equipment by which all
persons participating in the meeting can communicate with each other
simultaneously and participation by such means shall constitute
presence in person at a meeting, or by consent of a majority of the
Trustees then in office either in writing or by electronic
transmission.
This Amendment may be executed in a number of counterparts, all of
which shall be deemed one and the same instrument.
IN WITNESS WHEREOF, the undersigned being all of the Trustees of the
Trust have executed this Amendment as of this 15th day of May, 2012.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
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Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxxx, Xx. /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxxx, Xx. Xxxxxxxx X.Xxxxxxx
/s/ Xxxxx X. Xxxxxxxxx /s/ Xxxx X.Xxxx
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/s/ Xxxxx Xxxxx /s/ Xxxxxx X.Xxxxxx, Xx.
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Xxxxx Xxxxx Xxxxxx X. Xxxxxx, Xx.
