AMENDMENT
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(Hillview Investment Trust II Administration and Accounting Services Agreement)
THIS AMENDMENT is made as of December 16, 2002 (the "Effective Date"),
by and between PFPC INC., a Massachusetts corporation ("PFPC") and HILLVIEW
INVESTMENT TRUST II, a Delaware business trust (the "Fund").
Recitals
WHEREAS, the Fund is a registered investment company for which PFPC
provides administration and accounting services pursuant to an Administration
and Accounting Services Agreement, dated June 26, 2000, as amended to date (the
"Original Agreement").
WHEREAS, in addition to the services described in the Original
Agreement, the Fund desires that PFPC provide the Fund's service providers with
Internet access to certain fund portfolio data using PFPC's "DataPathsm", all in
accordance with the terms of this Agreement; and
WHEREAS, the Fund and PFPC desire to amend the Original Agreement to
provide for such services and corresponding fees.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, PFPC and the Fund, intending to be legally bound hereby,
agree as follows.
1. Amendments to Original Agreement.
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(a) The Original Agreement is hereby amended to add a Section 24, which
shall read in full as follows:
24. DataPath(sm) Access Services. PFPC shall provide to the
Fund the DataPath(sm) Internet access services as set forth on
Exhibit B attached hereto and made a part hereof, as such
Exhibit B may be amended from time to time. Persons who are
Fund "Authorized Persons" to access PFPC's DataPath(sm) are
set forth on Exhibit C attached hereto and made a part hereof,
as such Exhibit C may be amended from time to time.
(b) Exhibit B and Exhibit C are hereby added to the Original Agreement
to read in full as set forth in such Exhibits to this Amendment.
2. Miscellaneous.
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(a) Except as specifically amended herein, and except as necessary to
conform to the intention of the parties hereinabove set forth, the Original
Agreement shall remain unaltered and in full force and effect and is hereby
ratified and confirmed. In the event of a conflict between the terms hereof and
the Original Agreement, as to the Internet services, this Amendment shall
control.
(b) This Amendment, together with its Exhibits, constitutes the
complete understanding and agreement of the parties with respect to the subject
matter hereof and supercedes all prior communications with respect thereto.
IN WITNESS WHEREOF, the parties hereto have set their hands by their
duly authorized representatives as of the year and date first above indicated.
HILLVIEW INVESTMENT TRUST II
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
PFPC INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
EXHIBIT A
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THIS AMENDED EXHIBIT A, dated as of December 16, 2002 is the Amended
Exhibit A to that certain Administration and Accounting Services Agreement dated
as of June 26, 2000 between PFPC Inc. and Hillview Investment Trust II.
PORTFOLIOS
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Hillview Alpha Fund
Hillview International Alpha Fund
Real Estate Management Services Leveraged REIT Fund
PFPC INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Senior Vice President
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HILLVIEW INVESTMENT TRUST II
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: President
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EXHIBIT B
DataPath(sm) Access Services
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THIS EXHIBIT B, dated as of December 16, 2002 is Exhibit B to the Administration
and Accounting Services Agreement dated June 26, 2000, as amended to date (the
"Agreement") between Hillview Investment Trust II (the "Fund") and PFPC Inc.
("PFPC"). This Exhibit B shall supersede all previous forms of Exhibit B to the
Agreement as of the date hereof.
1. PFPC Services
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(a) Provide Internet access to PFPC's DataPath(sm) at
▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (the "Site") for Fund portfolio data
otherwise supplied by PFPC to Fund service providers via other
electronic and manual methods (the "Services"). Types of
information to be provided on the Site include: (i) data
relating to portfolio securities, (ii) general ledger
balances, and (iii) net asset value-related data (NAV and net
asset, distribution and yield detail).
(b) Supply each of the Authorized Persons specified on Exhibit C
as permissible users of the DataPath(sm) (the "Users") with a
logon ID and PIN;
(c) Provide to Users access to the information listed in (a) above
using standard inquiry tools and reports. Users will be able
to modify standard inquiries to develop userdefined inquiry
tools; however, PFPC will review computer costs for running
userdefined inquiries and may assess surcharges for those
requiring excessive hardware resources. In addition, costs for
developing custom reports or enhancements are not included in
the fees set forth below and will be negotiated and billed
separately.
(d) Utilize a form of encryption that is generally available to
the public in the U.S. for standard Internet browsers and
establish, monitor and verify firewalls and other security
features (commercially reasonable for this type of information
and these types of users) and exercise commercially reasonable
efforts to attempt to maintain the security and integrity of
the Site; and
(e) Monitor the telephone lines involved in providing the Services
and inform the Fund promptly of any malfunctions or service
interruptions.
2. Duties of the Fund and the Users
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(a) Provide and maintain a web browser supporting Secure Sockets
Layer 128-bit encryption; and
(b) Keep logon IDs and passwords confidential and notify PFPC
immediately in the event that a logon ID or password is lost,
stolen or if you have reason to believe that the logon ID and
password are being used by an unauthorized person.
3. Standard of Care: Limitations of Liability
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(a) Notwithstanding anything to the contrary contained in the
Agreement or this Exhibit B, PFPC shall be liable for direct
damages incurred by the Fund which arise out of PFPC's failure
to perform its duties and obligations described in this
Exhibit B to the extent such failure constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard
of its duties and obligations under this Exhibit B.
(b) The Fund acknowledges that the Internet is an "open," publicly
accessible network and not under the control of any party.
PFPC's provision of Services is dependent upon the proper
functioning of the Internet and services provided by
telecommunications carriers, firewall providers, encryption
system developers and others. The Fund agrees that PFPC shall
not be liable in any respect for the actions or omissions of
any third party wrongdoers (i.e., hackers not employed by such
party or its affiliates) or of any third parties involved in
the Services and shall not be liable in any respect for the
selection of any such third party, unless that selection
constitutes a breach of PFPC's standard of care above.
(c) Without limiting the generality of the foregoing or any other
provisions of this Exhibit B or the Agreement, PFPC shall not
be liable for delays or failures to perform any of the
Services or errors or loss of data occurring by reason of
circumstances beyond such party's control, including acts of
civil or military authority, national emergencies, labor
difficulties, fire, flood, catastrophe, acts of God,
insurrections, war, riots or failure of the mails,
transportation, communication or power supply, functions or
malfunctions of the Internet or telecommunications services,
firewalls, encryption systems or security devices caused by
any of the above, or laws or regulations imposed after the
date of this Exhibit.
4. Fees for DataPath(sm) Services
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As consideration for the performance by PFPC of the Services, the Fund will pay
the fees set forth below (which fees will be billed monthly as an out-of-pocket
expense) and any additional fees set forth in a separate fee letter or work
order as agreed between the parties from time to time:
Number of Portfolios, Monthly Fee
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3 $335
5. Duration, Termination and Chances to Terms
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(a) PFPC shall have the right at any time to review and propose
changes to the terms and fees described in this Agreement.
Such changes will become effective and bind the parties hereto
after sixty (60) days from the date PFPC notifies the Fund of
such changes, unless the Fund terminates this Agreement
pursuant hereto or the parties agree otherwise at such time.
(b) Either party may terminate this Agreement upon sixty (60)
day's prior written notice to the other party. Any outstanding
fees must be paid before this Agreement terminates.
6. Miscellaneous
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In the event of a conflict between specific terms of this Exhibit B and the
Agreement, this Exhibit B shall control as to the Internet Services.
EXHIBIT C
DataPath(sm) Authorized Persons
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THIS EXHIBIT C, dated as of December 16, 2002 is Exhibit C to the Administration
and Accounting Services Agreement dated June 26, 2000, as amended to date (the
"Agreement") between Hillview Investment Trust II (the "Fund") and PFPC Inc.
("PFPC"). This Exhibit C shall supersede all previous forms of Exhibit C to the
Agreement as of the date hereof.
The following individuals shall be Fund Authorized Persons to access PFPC's
DataPath(sm):
Name Service Provider Signature
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