AMENDMENT DATED JANUARY 27, 2009
TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"Amendment") is entered into as of the 27 day of January, 2009, by and between
The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"Trust"), on behalf of the Clear RiverSM Fund, and any other fund established
within this fund complex subsequent to the execution of this Amendment (the
"Fund Complex"), and SEI Investments Global Funds Services, a Delaware business
trust ("SEI GFS"). For purposes of this Amendment, Xxxxx Xxxx Investment
Advisors, advisor 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 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 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.
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.
[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 Clear RiverSM Fund
BY: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: V.P. and Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: V.P.
AGREED TO AND ACCEPTED BY:
Clear RiverSM Fund
By: Xxxxx Xxxx Investment Advisors, its Advisor
BY: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: CEO/Secretary
ATTACHMENT 1
XXXXX XXXX FUND COMPLEX
SCHEDULE DATED JANUARY 27, 2009 TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF
CLEAR RIVERSM FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolio(s): Clear RiverSM Fund, and any other portfolio
established within this fund complex
subsequent to the date hereof (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
Advisor agrees to waive its fees or
reimburse Fund Complex's expenses, in which
case such fees shall be paid by the Advisor.
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: 12 basis points on the first $100
million in assets; 10 basis points for
assets between $100 million and $250
million; 8 basis points for assets between
$250 million and $500 million; 6 basis
points for all assets in excess of $500
million
The Asset Based Fee shall be calculated based on the aggregate average daily net
assets of the Fund Complex during the period.
Annual Minimum Fee: The initial Annual Minimum Fee
shall be determined based upon the number of
portfolios within the Fund Complex as of the
date on which the Fund Complex is launched,
as follows:
Up to three portfolios: $100,000 per
portfolio
Four or more portfolios: $90,000 per
portfolio
The foregoing Annual Minimum Fees assume
that each portfolio includes up to two
Shares. In the event a portfolio is
comprised of more than two Shares, the Fund
Complex will be assessed an additional
annual fee equal to $15,000 per class.
Term: The term of this Schedule shall continue
in effect with respect to the 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 periods of one year (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 ninety 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 the terminating party
has notified the other party of such
material 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
portfolio, upon forty-five days prior
written notice, effective (i) upon the
reorganization or merger of a portfolio into
another entity, provided that SEI GFS or one
of its affiliates enters into a written
agreement to provide administration services
on behalf of such entity, or (ii) upon any
"change in control" of the Advisor by sale,
merger, reorganization, acquisition or other
disposition of substantially all of the
assets of the Advisor to a third party,
provided that SEI GFS or one of its
affiliates enters into a written agreement
to provide administration services on behalf
of the third party or surviving entity. For
purposes of this paragraph, the term "change
in 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 Advisor to a
third party.
Advisor Expense
Reimbursement: Any and all out of pocket fees, costs, or
expenses advanced by SEI GFS, in its sole
discretion on behalf of the Fund Complex or
the undersigned Advisor, as a result of any
failure to fully satisfy and comply with any
and all applicable portfolio expense caps or
expense ratio limits, shall be the
responsibility of the Advisor and shall be
promptly repaid to SEI GFS ("Repayment
Obligation"). Any such Repayment Obligation
of the Advisor shall survive: (i) the
termination of the Agreement and this
Amendment thereto, (ii) any merger or
liquidation of any subject portfolio, unless
and until the Repayment Obligation is
indefensibly paid in full.
Assumptions: Each portfolio 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
Schedule A.
