ATTACHMENT 1 THE FROST FUND COMPLEX SCHEDULE TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 12, 2002 (THE "AGREEMENT") BETWEEN THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF THE FROST FUND COMPLEX AND SEI INVESTMENTS GLOBAL...
AMENDMENT DATED APRIL 25, 2008
TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"Amendment") is entered into as of the 25th day of April, 2008, by and between
The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"Trust"), on behalf of the Frost Core Growth Equity Fund, Frost Dividend Value
Equity Fund, Frost Kempner Multi-Cap Deep Value Equity Fund, Frost Xxxxxx
Small-Mid Cap Equity Fund, Frost International Equity Fund, Frost Low Duration
Bond Fund, Frost Total Return Bond Fund, Frost Municipal Bond Fund, Frost Low
Duration Municipal Bond Fund, Frost Kempner Treasury and Income Fund, Frost LKCM
Multi-Cap Equity Fund, Frost LKCM Small-Mid Cap Equity Fund and Frost Strategic
Balanced Fund (the "Frost Fund Complex"), and SEI Investments Global Funds
Services, a Delaware statutory trust ("SEI GFS"). For purposes of this
Amendment, Frost Investment Advisors, LLC, adviser of the Frost Fund Complex,
shall be referred to as the "Adviser."
WHEREAS, the Trust and SEI GFS entered into an Amended and Restated
Administration Agreement, dated as of the 12th day of November, 2002, as amended
from time to time (the "Agreement"); and
WHEREAS, the Trust, on behalf of the Frost 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, facsimile or scanned 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 or 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 Frost Fund Complex, SEI GFS and their
respective permitted successors and assigns.
6. Entire Agreement. This Amendment sets forth the entire understanding of
the parties with respect to the subject matter hereof. This Amendment
supersedes all prior or contemporaneous representations, discussions,
negotiations, letters, proposals, agreements and understandings between
the parties hereto with respect to the subject matter hereof, whether
written or oral.
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 the Frost Fund Complex
By: /s/ Xxxxx X. Xxxx
Name:
Title:
SEI INVESTMENT GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: President and CEO
AGREEMENT TO AND ACCEPTED BY:
the Frost Fund Complex
By: Frost Investment Advisors, LLC, its Adviser
By: /s/ Xxx X. Xxxxxxxxxxxx
Name: Xxx X. Xxxxxxxxxxxx
Title: President
ATTACHMENT 1
THE FROST FUND COMPLEX
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002 (THE "AGREEMENT")
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II,
ON BEHALF OF THE FROST FUND COMPLEX
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Fund Complex: The Frost Fund Complex
Fund/s: A series portfolio/s of the
Fund Complex
Fees: The following fees are due
and payable monthly to SEI
GFS pursuant to Article 4
of the Agreement, except to
the extent the Adviser
agrees to waive its fees or
reimburse the Frost Fund
Complex's expenses, in
which case such fees shall
be paid by the Adviser. The
Frost 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: 10 basis points on the
first $2 billion in assets;
8 basis points for assets
between $2 billion and $3
billion; 6 basis points for
all assets in excess of $3
billion
The Asset Based Fee shall be calculated and assessed monthly in arrears
based on the average daily net assets of the Funds and allocated to each
Fund pro-rata based on the average daily net assets of each Fund as of the
prior month end.
Annual Minimum Fee: The Annual
Minimum Fee shall be
calculated and assessed
monthly in arears based on
the total number of Funds
in the Frost Fund Complex
and allocated to each Fund
pro-rata based on the
average daily net assets of
each Fund as of the prior
month end, as follows:
Initial 8 Funds: $900,000
One or more Funds after $90,000 per
the Initial 8 Funds: additional Fund
The foregoing Annual
Minimum Fees assume that
each Fund includes two
classes of shares. In the
event a Fund is comprised
of more than two classes,
the Frost Fund Complex will
be assessed an additional
annual fee equal to $15,000
per additional class.
Term: The term of this Schedule
shall control and supersede
the term and duration
provisions of the Agreement
and continue in effect with
respect to the Frost Fund
Complex for a period of
three years from and after
the date hereof (the
"initial Term"). Following
expiration of the Initial
Term, this Schedule shall
continue in effect for
successive three-year
periods (each, a "renewal
Term"). This Schedule may
be terminated only: (a) by
either party at the end of
the Initial Term or the end
of any Renewal Term on one
hundred eighty days prior
written notice; (b) by
either party hereto on such
date as is specified in
written notice given by the
terminating party, in the
event of a material breach
of this Agreement by the
other party, provided that
terminating party has
notified the other party of
such materials breach at
least ninety days prior to
the specified date of
termination and the
breaching party has not
remedied such breach by the
specified date; or (c) as
to any Fund, upon forty
five days prior written
notice, effective (i) upon
the reorganization or
merger of a Fund into
another entity or (ii) upon
any "change of control" of
the Adviser by sale,
merger, reorganization,
acquisition or other
disposition of
substantially all of the
assets of the Adviser to a
third party. For purposes
of this paragraph, the term
"change of control" shall
mean any transaction that
results in the transfer of
right, title and ownership
of fifty-one percent or
more of the equity
interests of the Adviser to
a third party.
Adviser Expense Repayment: Any and all out of pocket
fees, costs, or expenses
advanced by SEI GFS, in its
sole discretion on behalf
of the Frost Fund Complex
or the undersigned Adviser,
as a result of any failure
to fully satisfy and comply
with any and all applicable
Fund expense caps or
expense ratio limits, shall
be the responsibility of
the adviser and shall be
promptly repaid to SEI GFS
("Repayment Obligation").
Any such Repayment
Obligation of the Adviser
shall survive: (i) the
termination of the
Agreement and this
Amendment thereto, (ii) any
merger or liquidation of
any subject Fund, unless
and until the Repayment
Obligation is indefeasibly
paid in full.
Assumptions: Each Fund shall use
commercially reasonable
efforts to implement
automatic trade
communication to SEI GFS
and automated custody
reconciliation as soon as
practicable following the
date of this Amendment.
