THE ADVISORS' INNER CIRCLE FUND II


                  AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
                       AGREEMENT AND DECLARATION OF TRUST


         The  undersigned,  being  all  of  the  Trustees of The Advisors' Inner
Circle Fund II, an openend investment management company established under
Massachusetts law as a Massachusetts voluntary association (commonly known as a
business trust) under an Amended and Restated Agreement and Declaration of Trust
dated August 10, 2004 (the "Declaration of Trust"), and being authorized by
Article IX, Section 7 of the Declaration of Trust to effect this amendment, do
hereby amend, effective upon the signing of this instrument, the Declaration of
Trust as follows:

         The last paragraph of Article IV, Section 3 is hereby replaced with
         the following:

         The Trustees shall not in any way be bound or limited by any present
         or future law or custom in regard to investments by Trustees. Except as
         otherwise provided herein or from time to time in the ByLaws, any
         action to be taken by the Trustees may be taken by a majority of the
         Trustees present at a meeting of Trustees (if a quorum be present),
         within or without Massachusetts, including any meeting held by means of
         a conference telephone or other communications equipment by which all
         persons participating in the meeting can communicate with each other
         simultaneously and participation by such means shall constitute
         presence in person at a meeting, or by consent of a majority of the
         Trustees then in office either in writing or by electronic
         transmission.






         This  Amendment  may  be  executed  in a number of counterparts, all of
which  shall  be  deemed  one  and  the  same  instrument.

         IN  WITNESS  WHEREOF,  the undersigned being all of the Trustees of the
Trust  have  executed  this  Amendment  as  of  this  15th  day  of  May,  2012.


         /s/ Rober A. Nesher                            /s/ William M. Doran
         ----------------------------                   ------------------------
         Robert A. Nesher                               William M. Doran


         /s/ James M. Storey                            /s/ Charles E.  Carlbom
         ----------------------------                   ------------------------
         James M. Storey                                Charles E. Carlbom


         /s/ George J. Sullivan, Jr.                    /s/ Mitchell A. Johnson
         ----------------------------                   ------------------------
         George J. Sullivan, Jr.                        Mitchell A.Johnson


         /s/ Betty L. Krikorian                         /s/ John K.Darr
         ----------------------------                   ------------------------
         Betty L. Krikorian                             John K. Darr


         /s/ Bruce Speca                                /s/ Joseph T.Grause, Jr.
         ----------------------------                   ------------------------
         Bruce Speca                                    Joseph T. Grause, Jr.