EXHIBIT 99.D5
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT (the "Agreement") made as of this ____th
day of November, 2004 by and between THE ADVISORS' INNER CIRCLE FUND II (the
"Trust"), a Massachusetts business trust registered as an investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
CHAMPLAIN INVESTMENT PARTNERS, LLC (the "Adviser"), a Delaware limited liability
corporation with its principal place of business at 000 Xxxxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxx 00000.
W I T N E S S E T H
WHEREAS, the Board of Trustees (the "Board") of the Trust has selected
the Adviser to act as investment adviser to the Trust on behalf of the series
set forth on Schedule A to this Agreement (each a "Fund" and collectively, the
"Funds"), as such Schedule may be amended from time to time upon mutual
agreement of the parties, and to provide certain related services, as more fully
set forth below, and to perform such services under the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and benefits
set forth herein, the Trust and the Adviser do hereby agree as follows:
1. THE ADVISER'S SERVICES.
(a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser
shall act as investment adviser with respect to the Funds. In such
capacity, the Adviser shall, subject to the supervision of the Board,
regularly provide the Funds with investment research, advice and
supervision and shall furnish continuously an investment program for
the Funds, consistent with the respective investment objectives and
policies of each Fund. The Adviser shall determine, from time to time,
what securities shall be purchased for the Funds, what securities shall
be held or sold by the Funds and what portion of the Funds' assets
shall be held uninvested in cash, subject always to the provisions of
the Trust's Agreement and Declaration of Trust, By-Laws and its
registration statement on Form N-1A (the "Registration Statement")
under the 1940 Act, and under the Securities Act of 1933, as amended
(the "1933 Act"), covering Fund shares, as filed with the Securities
and Exchange Commission (the "Commission"), and to the investment
objectives, policies and restrictions of the Funds, as each of the same
shall be from time to time in effect. To carry out such obligations,
the Adviser shall exercise full discretion and act for the Funds in the
same manner and with the same force and effect as the Funds themselves
might or could do with respect to purchases, sales or other
transactions, as well as with respect to all other such things
necessary or incidental to the furtherance or conduct of such
purchases, sales or other transactions. No reference in this Agreement
to the Adviser having full discretionary authority over each Fund's
investments shall in any way limit the right of the Board, in its sole
discretion, to establish or revise policies in connection with the
management of a Fund's assets or to otherwise exercise its right to
control the overall management of a Fund.
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(b) COMPLIANCE. The Adviser agrees to comply with the
requirements of the 1940 Act, the Investment Advisers Act of 1940 (the
"Advisers Act"), the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the Commodity Exchange Act and the respective
rules and regulations thereunder, as applicable, as well as with all
other applicable federal and state laws, rules, regulations and case
law that relate to the services and relationships described hereunder
and to the conduct of its business as a registered investment adviser.
The Adviser also agrees to comply with the objectives, policies and
restrictions set forth in the Registration Statement, as amended or
supplemented, of the Funds, and with any policies, guidelines,
instructions and procedures approved by the Board and provided to the
Adviser. In selecting each Fund's portfolio securities and performing
the Adviser's obligations hereunder, the Adviser shall cause the Fund
to comply with the diversification and source of income requirements of
Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"), for qualification as a regulated investment company. The
Adviser shall maintain compliance procedures that it reasonably
believes are adequate to ensure the its compliance with the foregoing.
No supervisory activity undertaken by the Board shall limit the
Adviser's full responsibility for any of the foregoing.
(c) PROXY VOTING. The Board has the authority to determine how
proxies with respect to securities that are held by the Funds shall be
voted, and the Board has initially determined to delegate the authority
and responsibility to vote proxies for the Fund's securities to the
Adviser. So long as proxy voting authority for the Fund has been
delegated to the Adviser, the Adviser shall exercise its proxy voting
responsibilities. The Adviser shall carry out such responsibility in
accordance with any instructions that the Board shall provide from time
to time, and at all times in a manner consistent with Rule 206(4)-6
under the Advisers Act and its fiduciary responsibilities to the Trust.
The Adviser shall provide periodic reports and keep records relating to
proxy voting as the Board may reasonably request or as may be necessary
for the Funds to comply with the 1940 Act and other applicable law. Any
such delegation of proxy voting responsibility to the Adviser may be
revoked or modified by the Board at any time.
(d) RECORDKEEPING. The Adviser shall not be responsible for
the provision of administrative, bookkeeping or accounting services to
the Funds, except as otherwise provided herein or as may be necessary
for the Adviser to supply to the Trust or its Board the information
required to be supplied under this Agreement.
The Adviser shall maintain separate books and detailed records
of all matters pertaining to Fund assets advised by the Adviser
required by Rule 31a-1 under the 1940 Act (other than those records
being maintained by any administrator, custodian or transfer agent
appointed by the Funds) relating to its responsibilities provided
hereunder with respect to the Funds, and shall preserve such records
for the periods and in a manner prescribed therefore by Rule 31a-2
under the 1940 Act (the "Fund Books and Records"). The Fund Books and
Records shall be available to the Board at any time upon request, shall
be delivered to the Trust upon the termination of this Agreement and
shall be available without delay during any day the Trust is open for
business.
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(e) HOLDINGS INFORMATION AND PRICING. The Adviser shall
provide regular reports regarding Fund holdings, and shall, on its own
initiative, furnish the Trust and its Board from time to time with
whatever information the Adviser believes is appropriate for this
purpose. The Adviser agrees to immediately notify the Trust if the
Adviser reasonably believes that the value of any security held by a
Fund may not reflect fair value. The Adviser agrees to provide any
pricing information of which the Adviser is aware to the Trust, its
Board and/or any Fund pricing agent to assist in the determination of
the fair value of any Fund holdings for which market quotations are not
readily available or as otherwise required in accordance with the 1940
Act or the Trust's valuation procedures for the purpose of calculating
the Fund net asset value in accordance with procedures and methods
established by the Board.
(f) COOPERATION WITH AGENTS OF THE TRUST. The Adviser agrees
to cooperate with and provide reasonable assistance to the Trust, any
Trust custodian or foreign sub-custodians, any Trust pricing agents and
all other agents and representatives of the Trust, such information
with respect to the Funds as they may reasonably request from time to
time in the performance of their obligations, provide prompt responses
to reasonable requests made by such persons and establish appropriate
interfaces with each so as to promote the efficient exchange of
information and compliance with applicable laws and regulations.
2. CODE OF ETHICS. The Adviser has adopted a written code of
ethics that it reasonably believes complies with the requirements of Rule 17j-1
under the 1940 Act, which it will provide to the Trust. The Adviser shall ensure
that its Access Persons (as defined in the Adviser's Code of Ethics) comply in
all material respects with the Adviser's Code of Ethics, as in effect from time
to time. Upon request, the Adviser shall provide the Trust with a (i) a copy of
the Adviser's current Code of Ethics, as in effect from time to time, and (ii)
certification that it has adopted procedures reasonably necessary to prevent
Access Persons from engaging in any conduct prohibited by the Adviser's Code of
Ethics. Annually, the Adviser shall furnish a written report, which complies
with the requirements of Rule 17j-1, concerning the Adviser's Code of Ethics to
the Trust. The Adviser shall respond to requests for information from the Trust
as to violations of the Code by Access Persons and the sanctions imposed by the
Adviser. The Adviser shall immediately notify the Trust of any material
violation of the Code, whether or not such violation relates to an security held
by any Fund.
3. INFORMATION AND REPORTING. The Adviser shall provide the Trust
and its respective officers with such periodic reports concerning the
obligations the Adviser has assumed under this Agreement as the Trust may from
time to time reasonably request.
(a) NOTIFICATION OF BREACH / COMPLIANCE REPORTS. The Adviser
shall notify the Funds immediately upon detection of (i) any material
failure to manage any Fund in accordance with its investment objectives
and policies or any applicable law; or (ii) any material breach of any
of the Funds' or the Adviser's policies, guidelines or procedures. In
addition, the Adviser shall provide a quarterly report regarding each
Fund's compliance with its investment objectives and policies,
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applicable law, including, but not limited to the 1940 Act and
Subchapter M of the Code, and the Fund's policies, guidelines or
procedures as applicable to the Adviser's obligations under this
Agreement. The Adviser agrees to correct any such failure promptly and
to take any action that the Board may reasonably request in connection
with any such breach. Upon request, the Adviser shall also provide the
officers of the Trust with supporting certifications in connection with
such certifications of Fund financial statements and disclosure
controls pursuant to the Xxxxxxxx-Xxxxx Act. The Adviser will promptly
notify the Trust in the event (i) the Adviser is served or otherwise
receives notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public
board, or body, involving the affairs of the Trust (excluding class
action suits in which a Fund is a member of the plaintiff class by
reason of the Fund's ownership of shares in the defendant) or the
compliance by the Adviser with the federal or state securities laws or
(ii) an actual change in control of the Adviser resulting in an
"assignment" (as defined in the 1940 Act) has occurred or is otherwise
proposed to occur.
(b) BOARD AND FILINGS INFORMATION. The Adviser will also
provide the Trust with any information reasonably requested regarding
its management of the Funds required for any meeting of the Board, or
for any shareholder report, amended registration statement, proxy
statement, or prospectus supplement to be filed by the Trust with the
Commission. The Adviser will make its officers and employees available
to meet with the Board from time to time on due notice to review its
investment management services to the Funds in light of current and
prospective economic and market conditions and shall furnish to the
Board such information as may reasonably be necessary in order for the
Board to evaluate this Agreement or any proposed amendments thereto.
(c) TRANSACTION INFORMATION. The Adviser shall furnish to the
Trust such information concerning portfolio transactions as may be
necessary to enable the Trust or its designated agent to perform such
compliance testing on the Funds and the Adviser's services as the Trust
may, in its sole discretion, determine to be appropriate. The provision
of such information by the Adviser to the Trust or its designated agent
in no way relieves the Adviser of its own responsibilities under this
Agreement.
4. BROKERAGE.
(a) PRINCIPAL TRANSACTIONS. In connection with purchases or
sales of securities for the account of a Fund, neither the Adviser nor
any of its directors, officers or employees will act as a principal or
agent or receive any commission except as permitted by the 1940 Act.
(b) PLACEMENT OF ORDERS. The Adviser shall arrange for the
placing of all orders for the purchase and sale of securities for a
Fund's account with brokers or dealers selected by the Adviser. In the
selection of such brokers or dealers and the placing of such orders,
the Adviser is directed at all times to seek for the Fund the most
favorable execution and net price available under the circumstances. It
is also understood that it is desirable for the Fund that the Adviser
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have access to brokerage and research services provided by brokers who
may execute brokerage transactions at a higher cost to the Fund than
may result when allocating brokerage to other brokers, consistent with
section 28(e) of the 1934 Act and any Commission staff interpretations
thereof. Therefore, the Adviser is authorized to place orders for the
purchase and sale of securities for a Fund with such brokers, subject
to review by the Board from time to time with respect to the extent and
continuation of this practice. It is understood that the services
provided by such brokers may be useful to the Adviser in connection
with its or its affiliates' services to other clients.
(c) AGGREGATED TRANSACTIONS. On occasions when the Adviser
deems the purchase or sale of a security to be in the best interest of
a Fund as well as other clients of the Adviser, the Adviser may, to the
extent permitted by applicable law and regulations, aggregate the order
for securities to be sold or purchased. In such event, the Adviser will
allocate securities or futures contracts so purchased or sold, as well
as the expenses incurred in the transaction, in the manner the Adviser
reasonably considers to be equitable and consistent with its fiduciary
obligations to the Fund and to such other clients under the
circumstances.
(d) AFFILIATED BROKERS. The Adviser or any of its affiliates
may act as broker in connection with the purchase or sale of securities
or other investments for a Fund, subject to: (a) the requirement that
the Adviser seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the Fund's current
prospectus and SAI; (b) the provisions of the 1940 Act; (c) the
provisions of the Advisers Act; (d) the provisions of the 1934 Act; and
(e) other provisions of applicable law. These brokerage services are
not within the scope of the duties of the Adviser under this Agreement.
Subject to the requirements of applicable law and any procedures
adopted by the Board, the Adviser or its affiliates may receive
brokerage commissions, fees or other remuneration from a Fund for these
services in addition to the Adviser's fees for services under this
Agreement.
5. CUSTODY. Nothing in this Agreement shall permit the Adviser to
take or receive physical possession of cash, securities or other investments of
a Fund.
6. ALLOCATION OF CHARGES AND EXPENSES. The Adviser will bear its
own costs of providing services hereunder. Other than as herein specifically
indicated, the Adviser shall not be responsible for a Fund's expenses, including
brokerage and other expenses incurred in placing orders for the purchase and
sale of securities and other investment instruments.
7. REPRESENTATIONS, WARRANTIES AND COVENANTS.
(a) PROPERLY REGISTERED. The Adviser is registered as an
investment adviser under the Advisers Act, and will remain so
registered for the duration of this Agreement. The Adviser is not
prohibited by the Advisers Act or the 1940 Act from performing the
services contemplated by this Agreement, and to the best knowledge of
the Adviser, there is no proceeding or investigation that is reasonably
likely to result in the Adviser being prohibited from performing the
services contemplated by this Agreement. The Adviser agrees to promptly
notify the Trust of the occurrence of any event that would disqualify
the Adviser from serving as an investment adviser to an investment
company. The Adviser is in compliance in all material respects with all
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applicable federal and state law in connection with its investment
management operations.
(b) ADV DISCLOSURE. The Adviser has provided the Trust with a
copy of its Form ADV as most recently filed with the SEC and will,
promptly after filing any amendment to its Form ADV with the SEC,
furnish a copy of such amendments to the Trust. The information
contained in the Adviser's Form ADV is accurate and complete in all
material respects and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
(c) FUND DISCLOSURE DOCUMENTS. The Adviser has reviewed and
will in the future review, the Registration Statement, and any
amendments or supplements thereto, the annual or semi-annual reports to
shareholders, other reports filed with the Commission and any marketing
material of a Fund (collectively the "Disclosure Documents") and
represents and warrants that with respect to disclosure about the
Adviser, the manner in which the Adviser manages the Fund or
information relating directly or indirectly to the Adviser, such
Disclosure Documents contain or will contain, as of the date thereof,
no untrue statement of any material fact and does not omit any
statement of material fact which was required to be stated therein or
necessary to make the statements contained therein not misleading.
(d) USE OF THE NAME "CHAMPLAIN". The Adviser has the right to
use the name "Champlain" in connection with its services to the Trust
and that, subject to the terms set forth in Section 8 of this
Agreement, the Trust shall have the right to use the name "Champlain"
in connection with the management and operation of the Funds. The
Adviser is not aware of any threatened or existing actions, claims,
litigation or proceedings that would adversely effect or prejudice the
rights of the Adviser or the Trust to use the name "Champlain".
(e) INSURANCE. The Adviser maintains errors and omissions
insurance coverage in an appropriate amount and shall provide prior
written notice to the Trust (i) of any material changes in its
insurance policies or insurance coverage; or (ii) if any material
claims will be made on its insurance policies. Furthermore, the Adviser
shall upon reasonable request provide the Trust with any information it
may reasonably require concerning the amount of or scope of such
insurance.
(f) NO DETRIMENTAL AGREEMENT. The Adviser represents and
warrants that it has no arrangement or understanding with any party,
other than the Trust, that would influence the decision of the Adviser
with respect to its selection of securities for a Fund, and that all
selections shall be done in accordance with what is in the best
interest of the Fund.
(g) CONFLICTS. The Adviser shall act honestly, in good faith
and in the best interests of the Trust including requiring any of its
personnel with knowledge of Fund activities to place the interest of
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the Fund first, ahead of their own interests, in all personal trading
scenarios that may involve a conflict of interest with the Funds,
consistent with its fiduciary duties under applicable law.
(h) REPRESENTATIONS. The representations and warranties in
this Section 7 shall be deemed to be made on the date this Agreement is
executed and at the time of delivery of the quarterly compliance report
required by Section 3(a), whether or not specifically referenced in
such report.
8. THE NAME "CHAMPLAIN". The Adviser grants to the Trust a
license to use the name "Champlain" (the "Name") as part of the name of any
Fund. The foregoing authorization by the Adviser to the Trust to use the Name as
part of the name of any Fund is not exclusive of the right of the Adviser itself
to use, or to authorize others to use, the Name; the Trust acknowledges and
agrees that, as between the Trust and the Adviser, the Adviser has the right to
use, or authorize others to use, the Name. The Trust shall (1) only use the Name
in a manner consistent with uses approved by the Adviser; (2) use its best
efforts to maintain the quality of the services offered using the Name; (3)
adhere to such other specific quality control standards as the Adviser may from
time to time promulgate. At the request of the Adviser, the Trust will (a)
submit to Adviser representative samples of any promotional materials using the
Name; and (b) change the name of any Fund within three months of its receipt of
the Adviser's request, or such other shorter time period as may be required
under the terms of a settlement agreement or court order, so as to eliminate all
reference to the Name and will not thereafter transact any business using the
Name in the name of any Fund; provided, however, that the Trust may continue to
use beyond such date any supplies of prospectuses, marketing materials and
similar documents that the Trust had on had at the date of such name change in
quantities not exceeding those historically produced and used in connection with
such Fund.
9. ADVISER'S COMPENSATION. The Funds shall pay to the Adviser, as
compensation for the Adviser's services hereunder, a fee, determined as
described in Schedule A that is attached hereto and made a part hereof. Such fee
shall be computed daily and paid not less than monthly in arrears by the Funds.
The method for determining net assets of a Fund for purposes hereof
shall be the same as the method for determining net assets for purposes of
establishing the offering and redemption prices of Fund shares as described in
the Fund's prospectus. In the event of termination of this Agreement, the fee
provided in this Section shall be computed on the basis of the period ending on
the last business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current month as a
percentage of the total number of days in such month.
10. INDEPENDENT CONTRACTOR. In the performance of its duties
hereunder, the Adviser is and shall be an independent contractor and, unless
otherwise expressly provided herein or otherwise authorized in writing, shall
have no authority to act for or represent the Trust or any Fund in any way or
otherwise be deemed to be an agent of the Trust or any Fund. If any occasion
should arise in which the Adviser gives any advice to its clients concerning the
shares of a Fund, the Adviser will act solely as investment counsel for such
clients and not in any way on behalf of the Fund.
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11. ASSIGNMENT AND AMENDMENTS. This Agreement shall automatically
terminate, without the payment of any penalty, in the event of its assignment
(as defined in section 2(a)(4) of the 1940 Act); provided that such termination
shall not relieve the Adviser of any liability incurred hereunder.
This Agreement may not be added to or changed orally and may not be
modified or rescinded except by a writing signed by the parties hereto and in
accordance with the 1940 Act, when applicable.
12. DURATION AND TERMINATION.
This Agreement shall become effective as of the date executed and shall
remain in full force and effect continually thereafter, subject to renewal as
provided in Section 12(d) and unless terminated automatically as set forth in
Section 10 hereof or until terminated as follows:
(a) The Trust may cause this Agreement to terminate either (i)
by vote of its Board or (ii) with respect to any Fund, upon the
affirmative vote of a majority of the outstanding voting securities of
the Fund; or
(b) The Adviser may at any time terminate this Agreement by
not more than sixty (60) days' nor less than thirty (30) days' written
notice delivered or mailed by registered mail, postage prepaid, to the
Trust; or
(c) This Agreement shall automatically terminate two years
from the date of its execution unless its renewal is specifically
approved at least annually thereafter by (i) a majority vote of the
Trustees, including a majority vote of such Trustees who are not
interested persons of the Trust or the Adviser, at a meeting called for
the purpose of voting on such approval; or (ii) the vote of a majority
of the outstanding voting securities of each Fund; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Funds for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, the
Adviser may continue to serve hereunder as to the Funds in a manner
consistent with the 1940 Act and the rules and regulations thereunder;
and
(d) Termination of this Agreement pursuant to this Section
shall be without payment of any penalty.
In the event of termination of this Agreement for any reason, the
Adviser shall, immediately upon notice of termination or on such later date as
may be specified in such notice, cease all activity on behalf of the Fund and
with respect to any of its assets, except as otherwise required by any fiduciary
duties of the Adviser under applicable law. In addition, the Adviser shall
deliver the Fund Books and Records to the Trust by such means and in accordance
with such schedule as the Trust shall direct and shall otherwise cooperate, as
reasonably directed by the Trust, in the transition of portfolio asset
management to any successor of the Adviser.
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13. CERTAIN DEFINITIONS. For the purposes of this Agreement:
(a) "Affirmative vote of a majority of the outstanding voting
securities of the Fund" shall have the meaning as set forth in the 1940
Act, subject, however, to such exemptions as may be granted by the
Commission under the 1940 Act or any interpretations of the Commission
staff.
(b) "Interested persons" and "Assignment" shall have their
respective meanings as set forth in the 1940 Act, subject, however, to
such exemptions as may be granted by the Commission under the 1940 Act
or any interpretations of the Commission staff.
14. LIABILITY OF THE ADVISER. The Adviser shall indemnify and hold
harmless the Trust and all affiliated persons thereof (within the meaning of
Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in
Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against
any and all losses, claims, damages, liabilities or litigation (including
reasonable legal and other expenses) by reason of or arising out of: (a) the
Adviser being in material violation of any applicable federal or state law, rule
or regulation or any investment policy or restriction set forth in the Funds'
Registration Statement or any written guidelines or instruction provided in
writing by the Board, (b) a Fund's failure to satisfy the diversification or
source of income requirements of Subchapter M of the Code, or (c) the Adviser's
willful misfeasance, bad faith or gross negligence generally in the performance
of its duties hereunder or its reckless disregard of its obligations and duties
under this Agreement.
15. ENFORCEABILITY. Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms or provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction.
16. LIMITATION OF LIABILITY. The parties to this Agreement
acknowledge and agree that all litigation arising hereunder, whether direct or
indirect, and of any and every nature whatsoever shall be satisfied solely out
of the assets of the affected Fund and that no Trustee, officer or holder of
shares of beneficial interest of the Fund shall be personally liable for any of
the foregoing liabilities. The Trust's Certificate of Trust, as amended from
time to time, is on file in the Office of the Secretary of State of the
Commonwealth of Massachusetts. Such Certificate of Trust and the Trust's
Agreement and Declaration of Trust describe in detail the respective
responsibilities and limitations on liability of the Trustees, officers, and
holders of shares of beneficial interest.
17. JURISDICTION. This Agreement shall be governed by and
construed in accordance with the substantive laws of Commonwealth of
Massachusetts and the Adviser consents to the jurisdiction of courts, both state
or federal, in Massachusetts, with respect to any dispute under this Agreement.
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18. PARAGRAPH HEADINGS. The headings of paragraphs contained in
this Agreement are provided for convenience only, form no part of this Agreement
and shall not affect its construction.
19. COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be signed on their behalf by their duly authorized officers as of the date first
above written.
THE ADVISORS' INNER CIRCLE FUND II, on behalf
of each Fund listed on Schedule A
By:______________________________________
Name: Xxxxx X. Xxxx
Title: President
CHAMPLAIN INVESTMENT PARTNERS, LLC
By:______________________________________
Name:
Title:
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SCHEDULE A
TO THE
INVESTMENT ADVISORY AGREEMENT
DATED NOVEMBER __, 2004 BETWEEN
THE ADVISORS' INNER CIRCLE FUND II
AND
CHAMPLAIN INVESTMENT PARTNERS, LLC
The Trust will pay to the Adviser as compensation for the Adviser's services
rendered, a fee, computed daily at an annual rate based on the average daily net
assets of the respective Fund in accordance the following fee schedule:
FUND RATE
---- ----
Champlain Small Company Fund..............................................0.90%
A-1
