AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 30, 2004
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION
AGREEMENT (this "AMENDMENT") is entered into as of the 30th day of November,
2004, by and between The Advisors' Inner Circle Fund II, a Massachusetts
business trust (the "Trust"), on behalf of Champlain Small Company Fund, a
proprietary mutual fund complex (the "FUND COMPLEX"), and SEI Investments Global
Funds Services, a Delaware business trust ("SEX 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 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 I 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]
ATTACHMENT 1
CHAMPLAIN SMALL COMPANY FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II, ON BEHALF OF
CRAMPLAIN SMALL COMPANY FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND(S): Champlain Small Company 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 during
the first year of fund operations shall be $75,198.
Thereafter, 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 $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.
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 assets prior to expiration
of this agreement.
ASSUMPTIONS: The distribution services provided to the Fund Complex
shall not include broker-dealer support services. The
Advisor will be responsible for providing such services to
the Fund Complex.
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.
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 SMALL COMPANY FUND
BY: /s/ XXXXX XXXXXX
______________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ XXXXXXX X. XXXXX
______________________________________
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
CHAMPLAIN SMALL COMPANY FUND
By. Champlain Investment Partners, LLC, its Advisor
BY: /s/ XXXXXX X'XXXXXXX
______________________________________
Name: Xxxxxx X. X'Xxxxxxx
Title: Managing Partner
