AMENDMENT DATED DECEMBER 3, 2007
TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 3rd day of December, 2007, by and between
The Advisors' Inner Circle Fund II, a Massachusetts business trust (the
"TRUST"), on behalf of the Equinox Fund Complex (the "FUND COMPLEX"), and SEI
Investments Global Funds Services, a Delaware business trust ("SEI GFS"). For
purposes of this Amendment, Equinox Fund 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,
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]
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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 Equinox Fund Complex
BY: /s/ Xxxxxx X. Xxxxx
----------------------------
Name: Xxxxxx X. Xxxxx
Title: V.P. & Asst Secretary
Date: 10/3/07
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SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxxx Xxxxxx
---------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Date: 12/3/07
----------------
AGREED TO AND ACCEPTED BY:
the Equinox Fund Complex
By: Equinox Fund Management, LLC, its Advisor
BY: /s/ Xxxxxx X. Xxxx
-----------------------
Name: Xxxxxx X. Xxxx
Title: President & CEO
Date: 11/28/07
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ATTACHMENT 1
THE EQUINOX FUND COMPLEX
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF THE EQUINOX FUND COMPLEX
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND COMPLEX: The Equinox 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 the 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 $250 million in assets;
10 basis points for assets between $250 million and $1 billion;
8 basis points for all assets in excess of $1 billion
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 Annual Minimum Fee shall thereafter be increased at a rate
of $90,000 per additional portfolio for each portfolio added
after the date on which the Fund Complex is launched.
The foregoing Annual Minimum Fees assume that each portfolio
includes up to two classes. In the event a portfolio is
comprised of more than two classes, 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
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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 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 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. 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 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 Amendment thereto, (ii) any merger or
liquidation of any subject portfolio, unless and until the
Repayment Obligation is indefeasibly 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 Amendment.
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