0001398344-24-004813 Sample Contracts

INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • February 28th, 2024 • Advisors' Inner Circle Fund II • Delaware

WHEREAS, pursuant to authority granted to the Adviser by the Board of Trustees (the “Board”) of The Advisors’ Inner Circle Fund II (the “Trust”), a Massachusetts business trust registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), on behalf of the series set forth on Schedule A to this Agreement (each, a “Fund,” and, collectively, the “Funds”), and pursuant to the provisions of the Investment Advisory Agreement, dated as of November 30, 2022, by and between the Adviser and the Trust (the “Management Agreement”), the Adviser has selected the Subadviser to act as sub- investment adviser of each Fund and to provide certain related services, as more fully set forth below, and to perform these services under the terms and conditions hereinafter set forth; and

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AMENDMENT NUMBER 5 TO THE AGENCY AGREEMENT
The Agency Agreement • February 28th, 2024 • Advisors' Inner Circle Fund II

This Amendment (“Amendment”) is made as of October ___, 2023 (the “Amendment Effective Date”), by and between Advisors’ Inner Circle Fund II (“Trust”), and SS&C GIDS, Inc., formerly known as DST Systems, Inc. (“SS&C”), amends and modifies certain terms and conditions of the Agreement (as defined below). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Agreement.

Amendment no. 2 to THE amended and restated administration AGREEMENT
Administration Agreement • February 28th, 2024 • Advisors' Inner Circle Fund II • Pennsylvania

THIS AMENDMENT NO. 2 TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this “Amendment”), made this 24th day of May, 2023 (the “Amendment Effective Date”), by and between The Advisors’ Inner Circle Fund, a Massachusetts business trust (the “Trust”), SEI Investments Global Funds Services, a statutory trust formed under the laws of the state of Delaware (the “Administrator”), and each investment advisor (each an “Investment Advisor”) that executes a Series Schedule to this Agreement (each a “Series Schedule”). Each Investment Advisor shall be a limited party to this Amendment solely in respect of its rights and obligations as specifically set forth in the Agreement and in respect of the Funds indicated in its applicable Series Schedule (as such term is defined herein). Each Series Schedule, as may be amended from time to time, shall be considered a part of this Amendment.

FORM OF RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 28th, 2024 • Advisors' Inner Circle Fund II

THIS AGREEMENT, dated as of , [between/among] [the/each] Acquiring Fund(s)[, severally and not jointly] (each, an "Acquiring Fund"), and [the/each] Acquired Fund(s) [, severally and not jointly] (each, an "Acquired Fund" and together with the Acquiring Fund[s], the "Funds"), listed on Schedule A.

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