EXHIBIT (h)(ii)
AMENDMENT NO. 1 TO
ADMINISTRATION AGREEMENT
THIS AMENDMENT NO. 1 TO ADMINISTRATION AGREEMENT (this "AMENDMENT"),
effective as of December 14, 2005 (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 A. Schedule A to the Agreement is hereby amended to add item
(y), as set forth below:
(y) Prepare draft minutes of meetings of the Fund's board
of trustees and investors for final review and approval by
Fund counsel and the board of trustees.
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/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
FUND:
THE ARBITRAGE FUNDS
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
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