AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF JUNE 14, 2005
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 14th day of June, 2005, by and between
The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"TRUST"), on behalf of UCM Institutional Money Market 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, Xxxxxxxx
Capital Management, L.P., 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 UCM INSTITUTIONAL MONEY MARKET FUND
BY: /s/ XXXXX XXXXXX
-------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ XXXXXXXX XXXXX
-----------------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
UCM INSTITUTIONAL MONEY MARKET FUND
By: Xxxxxxxx Capital Management, L.P., its Advisor
BY: /s/ ILLEGIBLE SIGNATURE
-------------------------------------------
Name:
Title:
ATTACHMENT 1
UCM INSTITUTIONAL MONEY MARKET FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF
UCM INSTITUTIONAL MONEY MARKET FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND(S): UCM Institutional Money Market 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 $100,000,000 of the Fund
Complex's average daily net assets;
0.08% on the Fund Complex's average daily
net assets between $100,000,000 and
$250,000,000;
0.06% on the Fund Complex's average daily
net assets between $250,000,000 and
$500,000,000; and
0.04% on average daily net
assets of the Fund Complex in excess of
$500,000,000.
ANNUAL MINIMUM FEE: The Fund Complex will be subject to an
Annual Minimum Fee of $100,000, provided
that the Fund Complex has one portfolio. In
addition, the Annual Minimum Fee shall be
increased by $80,000, 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.
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 one-year terms unless terminated
by any party giving written notice of
non-renewal to the other party hereto at
least ninety days prior to the last day of
the then current term. The Fund Complex will
not be held responsible for any remaining
term of the contract in the event of a
liquidation of all Fund Complex assets prior
to expiration of this agreement.
ASSUMPTIONS: This fee schedule, with stated terms,
applies only to the Fund Complex listed
above for the agreed upon term. Any
additional funds or classes must be
negotiated as a separate fee arrangement.
