AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF DECEMBER 21, 2004
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 29th day of July, 2006, by and between
The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"TRUST"), on behalf of PERIMETER SMALL CAP GROWTH STOCK FUND, a proprietary
mutual fund complex (the "Fund Complex"), and SEI Investments Global Funds
Services, a Delaware business trust ("SEI GFS"). For purposes of this Amendment,
PERIMETER CAPITAL MANAGEMENT LLC, adviser of the Fund Complex, shall be referred
to as the "ADVISOR."
WHEREAS, the Trust and SEI GFS entered into an Amended and Restated
Administration Agreement, dated as of the 12th day of November, 2002 (the
"Agreement"); and
WHEREAS, the Trust, on behalf of the Fund Complex, and SEI GFS desire
to amend the Agreement as provided herein.
NOW THEREFORE, in consideration of the premises, covenants,
representations and warranties contained herein, the parties hereto intending to
be legally bound agree as follows:
1. ADDITION OF NEW SCHEDULE TO THE AGREEMENT. Pursuant to Article 4 of
the Agreement, a new Schedule is added to the Agreement as set forth in
Attachment 1 to this Amendment.
2. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement shall
continue in full force and effect.
3. COUNTERPARTS. This Amendment shall become binding when any one or
more counterparts hereof individually or taken together, shall bear the original
or facsimile signature of each of the parties hereto. This Amendment may be
executed in two or more counterparts, each of which when so executed shall be
deemed to be an original, but such counterparts shall together constitute but
one and the same instrument.
4. GOVERNING LAW. This Amendment shall be construed in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to the
conflict of law provisions thereof.
5. BINDING EFFECT. This Amendment shall be binding upon, and shall
inure to the benefit of the Trust, the Fund Complex, SEI GFS and their
respective permitted successors and assigns.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their duly authorized representatives as of the day and year first above
written.
THE ADVISORS' INNER CIRCLE FUND II,
ON BEHALF OF PERIMETER SMALL CAP GROWTH STOCK FUND
BY: /s/ Xxxxx X. Xxxx
-------------------
Name: Xxxxx X. Xxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
PERIMETER SMALL CAP GROWTH STOCK FUND
By: Perimeter Capital Management LLC, its Advisor
BY: /s/ X. Xxxxxxx Ball
---------------------
Name: X. Xxxxxxx Ball
Title: CEO
ATTACHMENT 1
PERIMETER SMALL CAP GROWTH STOCK FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF
PERIMETER SMALL CAP GROWTH STOCK FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Fund(s): PERIMETER SMALL CAP GROWTH STOCK FUND
Fees: The following fees are due and payable
monthly to SEI GFS pursuant to Article 4 of
the Agreement. The Fund Complex will be
charged the greater of its Asset Based Fee
or its Annual Minimum Fee, in each case
calculated in the manner set forth below.
Asset Based Fee: 0.10% of the first $250,000 of the Fund
Complex's average daily net assets;
0.08% on the next $250,000 of the Fund
Complex's average daily net assets; and
0.06% on average daily net assets of the
Fund Complex in excess of $500,000.
Annual Minimum Fee: The Annual Minimum Fee for the
Fund Complex shall be $80,000, for the first
year following the date of this Amendment,
and $100,000 per year thereafter. In
addition, the Annual Minimum Fee shall be
increased by $15,000, for each additional
class of shares established after the date
hereof.
Out-of-Pocket Expenses: The Fund Complex will reimburse
Administrator for its reasonable
out-of-pocket expenses incurred in
connection with the performance of services
under the Agreement, including, but not
limited to travel, lodging, meals, telephone
charges, faxes, delivery costs, photocopies
and other similar expenses.
Operational Automation: A critical component of Administrator's
services is portfolio valuations. Trade
ticket ("TRADENET") and automated custody
reconciliation ("AUTOMATED CUSTODY
RECONCILIATION") between fund advisers and
Administrator is critical to
high quality service. Accordingly,
Administrator and the Fund Complex agree to
use best efforts to implement TradeNet and
Automated Custody Reconciliation as soon as
practicable after the Fund Complex's
establishment in the Trust.
Term: Contract term is three years, beginning as
of the first date on which the Fund Complex
becomes a portfolio of the Trust, and
thereafter shall automatically renew for
successive periods of two years each unless
either party provides at least sixty days
written notice prior to the expiration of
the then current term.
