EXHIBIT (h)((iii)
AMENDMENT NO. 2 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 2 TO ADMINISTRATION AGREEMENT (this "AMENDMENT"),
effective as of July 25, 2008 (the "AMENDMENT EFFECTIVE DATE"), is between and
among The Arbitrage Funds, a Delaware business trust ("FUND") and SEI
Investments Global Funds Services (hereinafter referred to as the
"ADMINISTRATOR").
WHEREAS, the Fund and the Administrator entered into an Administration
Agreement (the "AGREEMENT") made as of May 17, 2005, pursuant to which, among
other things, Administrator agreed to provide certain administration services
with respect to the Fund;
WHEREAS, the parties hereto desire to amend the Agreement on the terms and
subject to the conditions provided herein.
NOW THEREFORE, in consideration of the premises, covenants, representations
and warranties contained herein, the parties hereto agree as follows:
1. ADMINISTRATOR. Each of the parties to the Agreement acknowledges that
the Administrator's true and correct legal name is SEI Investments Global Funds
Services. The Agreement incorrectly provides that the Administrator's name is
"SEI Global Funds Services, Inc." in the preamble. Each of the parties to the
Agreement acknowledges that the reference to "SEI Global Funds Services, Inc."
in the preamble is hereby amended to refer to "SEI Investments Global Funds
Services."
2. SCHEDULE B. Schedule B to the Agreement is hereby deleted and replaced
in its entirety as set forth in Exhibit I hereto.
3. 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.
4. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute but one and the same instrument. This Amendment will
become effective when duly executed by each party hereto.
5. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware and the applicable provisions
of the 1940 Act (as defined in the Agreement) without giving effect to any
choice or conflict of law provision or rule that would cause the application of
the laws of any other jurisdiction.
IN WITNESS WHEREOF this Agreement has been entered into as of the day and year
first above written.
ADMINISTRATOR:
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President and CEO
FUND:
THE ARBITRAGE FUNDS
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer/
Chief Compliance Officer/
Secretary
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EXHIBIT I
SCHEDULE B
TO THE ADMINISTRATION AGREEMENT
DATED AS OF MAY 17, 2005
BETWEEN
THE ARBITRAGE FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Portfolios: This Agreement shall apply with respect to all Portfolios of the
Trust, either now existing or in the future created. The following
is a listing of the current portfolios of the Trust (each a
"Portfolio" and collectively, the "Portfolios"):
The Arbitrage Fund, Class I and Class R
Term: This Agreement shall become effective on August 31, 2005 and shall
remain in effect through August 31, 2008 ("Initial Term") and,
thereafter, for successive terms of 3 year(s) each (each a
"Renewal Term"), unless and until this Agreement is terminated in
accordance with the provisions of Article 6 hereof.
Fees: Pursuant to Article 4, Trust shall pay the Administrator the
following fees, at the annual rate set forth below calculated
based upon the aggregate average daily net assets of the Trust:
10 basis points on the first $250 million in net assets 9.5 basis
points on the next 250 million in net assets 8 basis points on net
assets over $500 million
During the Initial Term, the Trust shall pay Administrator a
minimum annual fee of $150,000 for the Portfolio and 2 classes in
existence as of the effective date of this Agreement.
During the first Renewal Term, the Trust shall pay Administrator a
minimum annual fee of $200,000 for the period beginning September
1, 2008 and ending August 30, 2008 as applicable to the one
Portfolio and 2 classes in existence as of the September 1, 2008
For the each successive annual period for the remainder of the
first Renewal Term and any additional Renewal Term, the annual
minimum fee will be $225,000. The minimum annual fee shall be
increased $150,000 for each Portfolio created after the effective
date of this Agreement. In addition, the minimum fee shall be
increased $15,000 for each new class added to a Portfolio of the
Trust after the effective date of this Agreement, as well as for
each class in excess of 2 for any new Portfolio added after the
effective date of this Agreement.
Misc.: Trust acknowledges and agrees that Administrator reserves the
right to impose a five percent (5%) per annum surcharge on a
Portfolio basis against the Portfolios in the event the Funds have
not implemented by the first anniversary of this Agreement an
automated trade ticket process with Administrator to facilitate
the orderly and timely processing of Portfolio transactions,
valuations and reconciliations.
[END OF SCHEDULE B]
