AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
DATED MAY 31, 2007
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 31st day of May, 2007, by and between The
Advisors' Inner Circle Fund II, a Massachusetts business trust (the "TRUST"), on
behalf of SmartGrowth ETF Lipper(R) Optimal Conservative Index Fund, SmartGrowth
ETF Lipper(R) Optimal Moderate Index Fund and SmartGrowth ETF Lipper(R) Optimal
Growth Index Fund (the "FUND COMPLEX"), and SEI Investments Global Funds
Services, a Delaware business trust ("SEI GFS"). For purposes of this Amendment,
Xxxxxxx & Xxxxx Asset Management Company, 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.
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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
SMARTGROWTH ETF LIPPER(R) OPTIMAL CONSERVATIVE INDEX FUND,
SMARTGROWTH ETF LIPPER(R) OPTIMAL MODERATE INDEX FUND AND
SMARTGROWTH ETF LIPPER(R) OPTIMAL GROWTH INDEX FUND
BY: /s/ XXXXX X. XXXXXX
-------------------------------
Name: Xxxxx X. 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:
SMARTGROWTH ETF LIPPER(R) OPTIMAL CONSERVATIVE INDEX FUND
SMARTGROWTH ETF LIPPER(R) OPTIMAL MODERATE INDEX FUND
SMARTGROWTH ETF LIPPER(R) OPTIMAL GROWTH INDEX FUND
BY: XXXXXXX & XXXXX ASSET MANAGEMENT COMPANY, ITS ADVISOR
BY: /s/ XXXXXX XXXXXXXX
-------------------------------
Name: Xxxxxx Xxxxxxxx
Title: CFO
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ATTACHMENT 1
SMARTGROWTH ETF LIPPER(R) OPTIMAL CONSERVATIVE INDEX FUND,
SMARTGROWTH ETF LIPPER(R) OPTIMAL MODERATE INDEX FUND AND
SMARTGROWTH ETF LIPPER(R) OPTIMAL GROWTH INDEX FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II,
ON BEHALF OF SMARTGROWTH ETF LIPPER(R) OPTIMAL
CONSERVATIVE INDEX FUND, SMARTGROWTH ETF LIPPER(R) OPTIMAL
MODERATE INDEX FUND AND SMARTGROWTH ETF LIPPER(R) OPTIMAL
GROWTH INDEX FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND COMPLEX: SmartGrowth ETF Lipper(R) Optimal Conservative Index
Fund, SmartGrowth ETF Lipper(R) Optimal ModerATE
Index Fund and SmartGrowth ETF Lipper(R) Optimal
Growth Index 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 $500
million in assets; 8.0 basis points on assets between
$500 million and $2 billion; 6.0 basis points on
assets equal to $2 billion or more.
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 $270,000 for the
three portfolios that comprise the Fund Complex as of
the date of this Amendment. In the event that the
Fund Complex has fewer than five portfolios as of
such date, then the Annual Minimum Fee shall be an
amount equal to $90,000 multiplied by the number of
portfolios included in the Fund Complex as of the
date the Fund Complex is launched. In the event that
the Fund Complex adds a portfolio after the date
hereof, the Fund Complex shall pay an additional fee
equal to $90,000 for each portfolio added. In
addition, the Annual Minimum Fee shall be increased
by $15,000 for each additional class established
after the date hereof and for each new class in
excess of one class for each new portfolio added
after the date hereof.
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TERM: The term of this Schedule shall commence on the
effective date of the Fund Complex's prospectus, and
shall remain in effect with respect to the Fund
Complex (and any additional portfolios) for five
years (the "INITIAL TERM"). This Schedule shall
continue in effect for successive periods of five
years after the Initial Term (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 ninety 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 forty-five 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 the Fund Complex (and
any additional portfolios), effective upon the
liquidation of such Fund Complex (and/or additional
portfolios). For purposes of this paragraph, the term
"liquidation" shall mean a transaction in which the
assets of the Fund Complex (or any additional
portfolios) are sold or otherwise disposed of and
proceeds therefrom are distributed in cash to the
shareholders in complete liquidation of the interests
of shareholders in the entity.
EXPENSES: The Fund Complex will reimburse SEI GFS 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.
ASSUMPTIONS: The Fund Complex shall use commercially reasonable
efforts to implement TradeNet and Automated Custody
Reconciliation with SEI GFS as soon as practicable
following the date of this Amendment.
This fee schedule, with stated terms, applies only to the Fund Complex listed
above for the first five years following the date of this Amendment. Fees with
respect to any additional funds or classes or any extension of this Amendment
beyond five years from the date hereof shall be subject to mutual agreement of
the parties.
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