AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
DATED AS OF MAY 11, 2007
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 11th day of May 2007, by and between The
Advisors' Inner Circle Fund II, a Massachusetts business trust (the "TRUST"), on
behalf of Aberdeen Emerging Markets Fund, Aberdeen Total Return Fixed Income
Fund, Aberdeen International Equity Fund and Aberdeen Global Equity 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, Aberdeen Asset Management, Inc., 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]
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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 Aberdeen Emerging Markets Fund, Aberdeen Total Return Fixed Income
Fund, Aberdeen International Equity Fund and Aberdeen Global Equity Fund
BY: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President and Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: President and CEO
AGREED TO AND ACCEPTED BY:
Aberdeen Emerging Markets Fund
Aberdeen Total Return Fixed Income Fund
Aberdeen International Equity Fund
Aberdeen Global Equity Fund
By: Aberdeen Asset Management, Inc, its Advisor
BY: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title:
Director and CFO
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ATTACHMENT 1
THE ABERDEEN FUNDS
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF ABERDEEN EMERGING
MARKETS FUND, ABERDEEN TOTAL RETURN FIXED INCOME FUND, ABERDEEN
INTERNATIONAL EQUITY FUND AND ABERDEEN GLOBAL EQUITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND(S): Aberdeen Emerging Markets Fund
Aberdeen Total Return Fixed Income Fund
Aberdeen International Equity Fund
Aberdeen Global Equity Fund
FEES: The Fund Complex shall pay to SEI GFS the fees set forth in this
Schedule (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). Such fees are due and payable monthly to SEI GFS.
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: 10.0 basis points on the first $250 million in assets;
and
9.0 basis points on the next $250 million in assets;
and
8.5 basis points for all assets greater than 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 Annual Minimum Fee shall be $125,000 for the
Fund Complex, which shall consist of two portfolios. In addition, the
Annual Minimum Fee for the Fund Complex shall be increased by $125,000
for each additional portfolio established after the date hereof and
$15,000 for each additional class 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: This Schedule shall remain in full force and effect for a period
of three years from the date executed and thereafter shall
automatically renew for successive three year terms unless terminated
by any party giving written notice of non-renewal at least ninety days
prior to the last day of the then current term to each other party
hereto.
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