AMENDMENT DATED MAY 18, 2016 TO ADMINISTRATION AGREEMENT
THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT"), made this 18th day of May, 2016 (the "AMENDMENT EFFECTIVE DATE"),
by and among The Advisors' Inner Circle Fund II, 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.
WHEREAS:
1. The Trust and the Administrator entered into an Amended and Restated
Administration Agreement, dated as of November 12, 2002, (the "Agreement"),
pursuant to which, among other things, the Administrator agreed to provide
certain administration services to the Funds of the Trust; and
2. The parties hereto desire to further 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 and intending to be legally bound hereby, the
parties hereto agree as follows:
1. DEFINED TERMS.Except as specifically set forth herein, defined terms used
herein shall have their respective meanings as set forth in the Agreement.
2. SCHEDULE I (LIST OF SERVICES).SCHEDULE A IS HEREBY DELETED IN ITS ENTIRETY
AND REPLACED WITH THE SCHEDULE A (LIST OF SERVICES) AS SET FORTH ON THE
ATTACHMENT #1 HERETO.
3. RATIFICATION OF AGREEMENT. Except as expressly amended and provided
herein, all of the terms, conditions and provisions of the Agreement are
hereby ratified and shall continue in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in two or more counterparts,
all of which shall constitute one and the same instrument. Each such
counterpart shall be deemed an original, and it shall not be necessary in
making proof of this Amendment to produce or account for more than one such
counterpart. This Amendment shall be deemed executed by each party when any
one or more counterparts hereof or thereof, individually or taken together,
bears the original, facsimile or scanned signatures of each of the parties.
5. BINDING EFFECT. This Amendment shall be binding upon, and shall inure to
the benefit of the Administrator the Funds and each of their respective
permitted successors and assigns.
6. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws or choice of laws rules or principles
thereof.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the Amendment Effective Date.
ADMINISTRATOR: TRUST:
SEI INVESTMENTS GLOBAL FUNDS SERVICES THE ADVISORS' INNER CIRCLE FUND II
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------- --------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: SVP Title: President
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ATTACHMENT 1
SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
GENERAL SERVICES:
Administrator shall provide the following services to the Trust:
(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 N-SAR 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 ▇▇▇▇▇;
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(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) Excluding proxy statements that arise due to adviser or sub-adviser
changes of control, 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) Except with respect to special Board meetings called at the request of an
adviser, 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;
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(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.
ENHANCED SERVICES:
Administrator may, at its discretion, provide the following enhanced services
with respect to certain Portfolios of the Trust:
(a) Complete account opening, name change, conversion, merger, market-specific
licensing renewals, and account closing documentation for foreign custody
market registration provided to the Administrator by the Portfolio's
custodian.
(b) Complete tax documentation required by the custodian or sub-custodian for
tax reclaim applications in foreign markets that the Portfolio's adviser
requests the Fund be able to trade in including forms, signatures and
appropriate certifications.
(c) Complete, for adviser review, proxy documentation as required by the
custodian or sub-custodian for it to process voting requirements in foreign
markets that the Portfolio's adviser requests the Portfolio be able to
trade in, including forms, signatures and appropriate certifications.
(d) Draft, for adviser review, and file supplements to Portfolio registration
statements.
[END OF SCHEDULE A]
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