AMENDMENT DATED APRIL 28, 2008
TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT) is entered into as of the 28 day of April, 2008, by and between The
Advisors' Inner Circle Fund II, a Massachusetts business trust (the "TRUST), on
behalf of the GRT Fund Complex (the "FUND COMPLEX"), and SEI Investments Global
Funds Services, a Delaware statutory trust ("SEI GFS"). For purposes of this
Amendment, GRT Capital Partners, L.L.C. adviser of the Fund Complex, shall be
referred to as the "ADVISER."
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 and 2 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.
7. RECEIPT OF INITIAL PAYMENT. SEI GFS hereby acknowledges receipt on
or about January 8, 2008 of $20,000.00 (twenty thousand dollars) from Adviser
which shall be applied against the fees set forth in the Schedule in Attachment
1.
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,
On behalf of the GRT Fund Complex
BY: /S/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
Title: VP and Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /S/ XXXXX NDLAYE
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Name: Xxxxx Ndlaye
Title: Vice President
AGREED TO AND ACCEPTED BY:
the GRT Fund Complex
By: GRT Capital Partners, L.L.C., its Adviser
BY: /S/ XXXXXXX X. KROCHUK
---------------------------------------
Name: Xxxxxxx X. Krochuk
Title: Managing Member
ATTACHMENT 1
THE GRT FUND COMPLEX
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002 (THE "AGREEMENT")
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II,
ON BEHALF OF THE GRT FUND COMPLEX
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND COMPLEX: The GRT Fund Complex
FUND/S: A series portfolios of the 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 Adviser
agrees to waive its fees or
reimburse the Fund Complex's
expenses, in which case such fees
shall be paid by the Adviser. 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 $500 million; 8
basis points for all assets in excess of
$500 million
The Asset Based Fee shall be calculated and assessed monthly in arrears based on
the aggregate month-end net assets of the Funds and allocated to each Fund
pro-rata based on the net assets of each Fund as of the prior month end.
ANNUAL MINIMUM FEE: The initial Annual Minimum Fee
shall be calculated and assessed monthly in
arrears based on the total number of Funds
in the Fund Complex and allocated to each
Fund pro-rata based on the net assets of
each Fund as of the prior month end, as
follows:
First initial Fund: $100,000 per Fund
Two or more Funds after $90,000 per
the first initial Fund: additional Fund
The foregoing Annual Minimum Fees assume
that each Fund includes one class of
shares. In the event a Fund is comprised of
more than one class, the Fund Complex will
be assessed an additional annual fee equal
to $15,000 per class.
TERM: The term of this Schedule shall control and
supersede the term and duration provisions
of the Agreement and 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 three-year
periods (each, a "Renewal Term"). 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 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 Amendment and the
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 Fund, UPON forty-five days
prior written notice, effective (i) upon the
reorganization or merger of a Fund 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. Also, for purposes of this
paragraph, "a material breach of this
Amendment and the Agreement" shall mean a
material failure by a party to perform its
duties and obligations under this Amendment
and the Agreement, including but not limited
to the duties and obligations to provide the
services to the GRT Fund Complex set forth
in Exhibit A to the Letter of Intent dated
on or about January 7, 2008 and included in
Attachment 2 hereto.
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 Fund 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 Fund, unless and
until the Repayment Obligation is
indefeasibly paid in full.
ASSUMPTIONS: Each Fund 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.
ATTACHMENT 2
[The below Exhibit A is incorporated by reference from Letter of Intent dated
January 7, 2008.]
EXHIBIT A
Administrative Services
(a). Maintain the Trust's accounting books and records;
(b). Obtain portfolio security valuations from appropriate sources
consistent with the Trust's pricing and valuation policies, and
calculate net asset value of each portfolio and class;
(c). Compute yields, total return, expense ratios, portfolio turnover rate
and average dollar-weighted portfolio maturity, as appropriate;
(d). Track and validate income and expense accruals, analyze and modify
expense accrual changes periodically, and process expense disbursements
to vendors and service providers;
(e). Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent and the
custodian, and provide cash availability data to the adviser, if
requested;
(f). Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary
reconciliations with the transfer agent;
(g). Provide standardized performance reporting data to the Trust and its
adviser;
(h). Provide performance, financial and expense information for registration
statements and proxies;
(i). Communicate net asset value, yield, total return or other financial
data to appropriate third party reporting agencies, and assist in
resolution of errors reported by such third party agencies;
(j). Prepare Trust's financial statements for review by fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms NSAR and 24f-2, provide fund performance data
for annual report, coordinate printing and delivery of annual and
semi-annual reports to shareholders, and file Form N-SAR, Form 24f-2
and annual/semi-annual reports via XXXXX;
(k). Monitor each Portfolio's compliance with the requirements of Subchapter
M of the Internal Revenue Code with respect to status as a regulated
investment company;
(l). Prepare and file federal and state tax returns for the Trust, and
provide data for year-end 1099's and supplemental tax letters;
(m). Provide such fund accounting and financial reports in connection with
quarterly meetings of the Board of Trustees as are required or as the
Board may reasonably request;
(n). Manage the proxy process, including evaluating proxy distribution
channels, coordinating with outside service provider to distribute
proxies, track shareholder responses and tabulate voting results, and
managing the proxy solicitation vendor if necessary;
(o). Provide individuals to serve as officers of the Trust, as requested;
(p). Coordinate with Trust's counsel on drafting, review and filing of
registration statements and proxies, and coordinate printing and
delivery of prospectuses and proxies;
(q). Coordinate the Trust's Board of Trustees' schedule, agenda and
production of Board meeting materials, and attend Board meetings (if
requested);
(r). Provide consultation to the Trust and its adviser on regulatory matters
relating to the operation of the Trust, and update the Trust and its
adviser on significant regulatory and legislative developments which
may affect the Trust;
(s). Develop or assist legal counsel to the Trust in the development of
policies and procedures relating to the operation of the Trust;
(t). Act as liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent Trustees;
(u). Coordinate with Trust counsel in the preparation, review and execution
of contracts between the Trust and third parties, such as the Trust's
investment adviser, transfer agent, and custodian, and record-keepers
or shareholder service providers;
(v). Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by
the Administrator, and coordinate with Trust's legal counsel in
responding to any non-routine regulatory matters with respect to such
matters;
(w). Provide consulting with respect to the ongoing design, development and
operation of the Trust, including new portfolios or share classes
and/or load structures and financing, as well as changes to investment
objectives and polices for existing portfolios;
(x). Coordinate as necessary the registration or qualification of shares of
the Trust with appropriate state securities authorities.
(y). Provide shareholders' services
