EXHIBIT (H)(17)
AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 1st day of September, 2007, by and
between The Advisors' Inner Circle Fund, a Massachusetts business trust (the
"TRUST"), on behalf of the Cambiar Funds (the "FUNDS"), and SEI Investments
Global Funds Services, a Delaware business trust ("SEI GFS"). For purposes of
this Amendment, Cambiar Investors, LLC, adviser of the Funds, shall be referred
to as the "ADVISOR."
WHEREAS, the Trust and SEI GFS entered into an Amended and Restated
Administration Agreement, dated as of the 12th day of November, 2002 (the
"AGREEMENT"); and
WHEREAS, the Trust, on behalf of the Funds, and SEI GFS desire to amend
the Agreement as provided herein.
NOW THEREFORE, in consideration of the premises, covenants,
representations and warranties contained herein, the parties hereto intending to
be legally bound agree as follows:
1. ADDITION OF NEW SCHEDULE TO THE AGREEMENT. Pursuant to Article 4 of
the Agreement, a new Schedule is added to the Agreement as set forth in
Attachment 1 to this Amendment.
2. 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.
3. COUNTERPARTS. This Amendment shall become binding when any one or
more counterparts hereof individually or taken together, shall bear the
original, facsimile or scanned signature of each of the parties hereto. This
Amendment may be executed in two or more counterparts, each of which when so
executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.
4. GOVERNING LAW. This Amendment shall be construed in accordance with
the laws of the Commonwealth of Massachusetts without giving effect to the
conflict of law provisions thereof.
5. BINDING EFFECT. This Amendment shall be binding upon, and shall
inure to the benefit of the Trust, the Funds, SEI GFS and their respective
permitted successors and assigns.
6. ENTIRE AGREEMENT. This Amendment sets forth the entire understanding
of the parties with respect to the subject matter hereof. This Amendment
supersedes all prior or contemporaneous representations, discussions,
negotiations, letters, proposals, agreements and understandings between the
parties hereto with respect to the subject matter hereof, whether written or
oral.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND,
On behalf of the Cambiar Funds
BY: /S/ XXXXXXX XXXX
-------------------------------------
Name: Xxxxxxx Xxxx
Title: Vice President & Secretary
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /S/ XXXXXXX X. XXXXX
--------------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
Cambiar Investors, LLC, its Advisor
BY: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title: Principal
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ATTACHMENT 1
CAMBIAR INVESTORS, LLC
CAMBIAR OPPORTUNITY PORTFOLIO
CAMBIAR INTERNATIONAL EQUITY PORTFOLIO
CAMBIAR SMALL MID CAP PORTFOLIO
CAMBIAR AGGRESSIVE VALUE PORTFOLIO
SCHEDULE A DATED SEPTMEBER 1, 2007
TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF THE CAMBIAR FUNDS
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS: Cambiar Opportunity Portfolio
Cambiar International Equity Portfolio
Cambiar Small Mid Cap Portfolio
Cambiar Aggressive Value Portfolio
FEES: The following fees are due and payable monthly to SEI GFS
pursuant to Article 4 of the Agreement, except to the extent
the Advisor agrees to waive its fees or reimburse the Funds
expenses, in which case such fees shall be paid by the
Advisor. Each Fund will be charged the greater of its Asset
Based Fee or its Annual Minimum Fee, in each case calculated
in the manner set forth below.
ASSET BASED FEE: 8 basis points on the first $500 million in assets;
6 basis points for the next $500 million in assets;
4.5 basis points for the next $2 billion in assets; and
3.5 basis points for all assets greater than $3 billion
The Asset Based Fee shall be calculated based on the aggregate average daily net
assets of the Portfolios administered hereunder during the period. Asset Based
Fees so calculated shall be allocated to each Portfolio on a pro-rata basis
based on the average daily net assets of each Portfolio during the period.
PORTFOLIO ANNUAL
MINIMUM FEES: The Portfolio Annual Minimum Fee shall be $300,000 based on
the four existing Portfolios. The Portfolio Annual Minimum
Fees shall thereafter be increased at a rate of $75,000 per
additional Portfolio established after the date hereof.
In addition, the Portfolio Annual Minimum Fees shall be
increased by $10,000 for each Class (not including the first
Class) of any Portfolio established after the date hereof.
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The Portfolio Annual Minimum Fees shall also be increased by
an amount determined by the sum of the following amount (in
the aggregate for all Portfolios):
o $6.50 for each Investor Service or Broker Dealer call in
excess of 150 calls per month;
o $12.30 for each e-mail response exceeding of 20 responses
per month;
o $0.75 for each VRU call exceeding of 25 VRU calls per
month.
The Portfolio Annual Minimum Fees so calculated shall be
allocated to each Portfolio on a pro-rata basis based on the
average daily net assets of each Portfolio during the
period.
BUYOUT PROVISIONS: In the event of termination of this Agreement with respect
to a Portfolio in accordance with the terms of Item (c)(iii)
of the "Term" provisions herein, the Adviser, shall on or
before the closing date of such merger, make a one-time
payment to the Administrator, in full satisfaction of the
Portfolio's contractual obligations hereunder, in an amount
equal to 45% of the amounts that would be payable to SEI GFS
by the Portfolio hereunder if this Agreement were to remain
in effect for the duration of the then-current term. In
computing such amount, it shall be assumed that the
Portfolio average daily net assets will remain constant
(i.e., - no additional purchases, no redemptions) for the
duration of the then-current term. The amount so computed
shall be subject to a maximum payment amount that shall vary
in accordance with the remaining terms of the contract.
Two or more years remaining term $300,000
One to two years remaining term $275,000
Less than one year remaining term $250,000
ADVISER EXPENSE
REPAYMENT: Any ad all out-of-pocket fees, costs, or expenses advanced
by SEI GFS, in its sole discretion, on behalf of the
undersigned Adviser, as a result of any failure to fully
satisfy and comply with any and all applicable Portfolio
expense caps or expense ratio limits, shall be the
responsibility of the Adviser and shall be promptly repaid
to SEI ("Repayment Obligation"). Any such Repayment
Obligation of the Adviser shall survive (i) the termination
of this Agreement and (ii) any merger or liquidation of any
subject Portfolio, unless and until the Repayment Obligation
is indefeasibly paid in full.
TERM: Pursuant to Article 6, this Agreement shall become effective
on the date hereof, September 1, 2007 and shall remain in
full force and effect through October 31, 2011 (the "Initial
Term") and thereafter shall automatically renew and continue
in full force and effect, for successive terms of one (1)
year each (each a "Renewal Term"), unless and until this
Agreement is terminated as herein provided. This Schedule
may be terminated only: (a) by either party at the end of
the Initial Term or the end of any Renewal Term on ninety
(90) days prior written notice to the other party; (b) by
either party hereto on such date as is
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specified in written notice given by the terminating party,
in the event of a material breach of this Agreement by the
other party, provided the terminating party has notified the
other party of such material breach at least forty-five (45)
days prior to the specified date of termination and the
breaching party has not remedied such breach by the
specified date; or (c) as to any Portfolio, upon thirty (30)
days prior written notice to the Administrator, effective
(i) upon the full liquidation of any such Portfolio, (ii)
upon the complete merger of a Portfolio into another
Portfolio within the AIC Trust, (iii) upon the complete
merger of a Portfolio into another Portfolio within a
Cambiar sponsored trust for which SEI Global Funds Services
serves as administrator, (iv) upon the complete merger of a
Portfolio into another Portfolio for which SEI Global Funds
Services does not serve as administrator provided the
"buyout provisions" described above are satisfied or (v)
upon any "change of control" of the Adviser by sale, merger,
reorganization or acquisition, or in the event of the sale,
merger or other disposition of substantially all of the
assets of the Adviser to a third party. For purposes of this
paragraph, the term "liquidation" shall mean a transaction
in which the assets of a portfolio are sold or otherwise
disposed of and proceeds therefrom are distributed in cash
to the shareholders in complete liquidation of the interests
of shareholders in the entity and the term, "change of
control" shall mean any transaction that results in the
transfer of right, title and ownership of fifty-one percent
or more of the equity interests of the Adviser to a third
party.
Additionally, this Agreement may be terminated by Cambiar
without penalty at the end of the first year if SEI fails to
achieve at least a 60% success rate for proper listing of
the Cambiar Funds on prominent "infomediaries." Examples of
infomediaries include Bloomberg, New York Time, Wall Street
Journal, Barrons, etc. Success is defined as correcting any
issues or providing a well-defined reason for not correcting
any issues within 30 days of notification of the issue by
Cambiar.
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