AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF SEPTEMBER 27, 2010
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 27th day of September 2010, by and
between The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"TRUST"), on behalf of Champlain Small Company Fund and Champlain Mid Cap Fund,
together a proprietary mutual fund complex (the "FUND COMPLEX" or the "CHAMPLAIN
FUNDS"), and SEI Investments Global Funds Services, a Delaware business trust
("SEI GFS"). For purposes of this Amendment, Champlain Investment Partners,
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
further 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. For purposes of clarification, the new Schedule as set
forth in Attachment 1 to this Amendment replaces in its entirety the Schedule
added to the Agreement pursuant to the Amendment dated November 30, 2004, by
and between the Trust, on behalf of the Fund Complex and SEI GFS.
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 CHAMPLAIN FUNDS
BY: /s/Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: VP and Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxx Xxxxxxxxx
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Name: Xxxx Alshefksi
Title: SVP
AGREED TO AND ACCEPTED BY:
CHAMPLAIN FUNDS
By: Champlain Investment Partners, LLC, their Advisor
BY: /s/ Xxxx X. X'Xxxxxxx
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Name: Xxxx X. X'Xxxxxxx
Title: Chief Operating Officer
ATTACHMENT 1
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF
CHAMPLAIN FUNDS,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS: Champlain Small Company Fund
Champlain Mid Cap 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 $250,000,000 of the
Fund Complex's average daily net assets;
0.08% on the next $250,000,000 of the Fund
Complex's average daily net assets; and 0.06%
on average daily net assets of the Fund
Complex in excess of $500,000,000.
ANNUAL MINIMUM FEE: The Annual Minimum Fee for the Fund Complex
shall be $200,000, provided that the Fund
Complex has two portfolios. In addition, the
Annual Minimum Fee shall be increased by
$100,000, allocable among all of the
portfolios, for each additional portfolio
established after the date hereof; and
$15,000, allocable among all of the
portfolios, for each additional class of
shares established after the date hereof. The
Annual Minimum Fee shall be calculated and
payable monthly, in arrears.
NEW PORTFOLIO LAUNCH FEE: In addition to the annual minimum fee increase
per additional portfolio mentioned above,
there will also be a one-time additional
service charge of $10,000 for services
provided by SEI GFS in assisting and
coordinating the launch of the new portfolio
on behalf of the Adviser, each such new
portfolio to be added to the Agreement and
the New Portfolio Launch Fee payable upon the
written agreement of the Trust, Advisor and
SEI GFS. In the event that a new portfolio is
seeded and live on SEI GFS' system within 90
days of the effective date of the prospectus
for such new portfolio, the New Portfolio
Launch Fee described herein shall be credited
by SEI GFS against the Fees otherwise payable
by the Fund Complex hereunder.
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.
REORGANIZATION FEES: In the event of termination of this
Agreement by the Adviser at the end of the
Initial Term or any Renewal Term, the Adviser
shall pay SEI GFS a transaction charge equal
to $50,000 in connection with the divestiture
of the Fund Complex assets and removal of the
Fund Complex from the Trust. During the term
of the Agreement and in the event of any
material change in the organizational
structure of the Fund Complex or any Fund
thereof (including, without limitation, any
merger, acquisition or divestiture of all or
any portion of the assets of the Fund Complex
or any Fund as well as any acquisition or
merger by the Fund Complex or a Fund of any
other fund or assets into the Fund Complex or
a Fund) (each a "REORGANIZATION EVENT") the
Administrator and the Adviser shall negotiate
in good faith with respect to any transaction
charge which may be applicable to such
Reorganization Event.
OPERATIONAL AUTOMATION: A critical component of Administrator's
services is Fund valuations. Automated trade
delivery and receipt between fund advisors
and Administrator is critical to high quality
service. Accordingly, Administrator and the
Fund Complex agree to use best efforts to
implement automated trade delivery and
receipt as soon as practicable after the Fund
Complex's establishment in the Trust.
TERM: Contract term continues through and until
November 30, 2013 (the "INITIAL TERM"), and
shall automatically renew for successive
terms of three years each (each a
"RENEWALTERM") unless either party provides
notice of non-renewal at least ninety days
prior to the end of the then current term.
TERMINATION: 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;
(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 surviving 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,
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; or (d)
in the event of and effective upon the
occurrence of the liquidation (as defined in
the Agreement) of the entire Fund Complex.
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.
EARLY TERMINATION: Subject to the terms and conditions set
forth in this paragraph, the parties may
agree to terminate this Schedule on or before
the expiration of the then current term
(hereinafter, an "EARLY TERMINATION"). In the
event the parties agree to an Early
Termination, the parties will agree upon the
effective date of such Early Termination and,
on or before such effective date, the Fund
Complex shall (i) not be in material breach
of the Agreement (including this Schedule)
and (ii) pay the Buyout Amount to SEI GFS in
the manner set forth below. As used herein,
the term "BUYOUT AMOUNT" shall mean the
amount that is equal to (1) the average
monthly fee payable by the Fund Complex to
SEI GFS hereunder during the six month period
(or such shorter period if fewer than six
months have elapsed since the effective date
of this Schedule) immediately preceding the
mutual agreement called for in this paragraph
multiplied by (2) the number of months
remaining in the then current term (including
any Renewal Term to which the Fund Complex is
already committed). The Fund Complex shall
pay the Buyout Amount to SEI GFS on or before
the effective date of the Early Termination
by means of wire or other immediately
available funds.
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 Fund Complex or
the undersigned Adviser, 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 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
Schedule thereto, (ii) any merger or
liquidation of any subject portfolio, unless
and until the Repayment Obligation is
indefeasibly paid in full.
ASSUMPTIONS: The Advisor acknowledges and accepts that the
Trust structure in place facilitates the
administrative service offering by SEI GFS
and that certain Trust level service provider
agreements currently in place (e.g., Transfer
Agency Agreement, Custody Agreement) are
entered into and agreed to between the Trust
and the applicable service provider and that
the services being provided otherwise benefit
the Fund Complex. The Advisor acknowledges
and agrees that it has reviewed and
understands the general terms and conditions
of these service provider agreements and
consents to the obligations, applicable fees
and the services to be provided to the Fund
Complex under such Agreements.
