AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT
BETWEEN ADVISORS' INNER CIRCLE FUND AND SEI INVESTMENTS GLOBAL
FUNDS SERVICES DATED NOVEMBER 12, 2002
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"Amendment") is entered into as of the 30th day of June, 2004 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 ("SEI GFS"), a Delaware business trust (formerly known as "SEI
Investments Mutual Funds Services").
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. AMENDMENT TO SCHEDULE TO THE AGREEMENT. The Schedule to the Agreement is
hereby amended to provide in its entirety as set forth in Attachment I
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 or facsimile 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 and the applicable provisions
of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any provisions herein, conflict with
the provisions of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their duly authorized representatives as of the day and year first above
written.
ADVISORS' INNER CIRCLE FUND
ON BEHALF OF CAMBIAR FUNDS
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice President
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AGREED TO AND ACCEPTED BY:
CAMBIAR INVESTORS, LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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ATTACHMENT 1
CAMBIAR INVESTORS, LLC
CAMBIAR OPPORTUNITY PORTFOLIO
CAMBIAR INTERNATIONAL EQUITY PORTFOLIO
CAMBIAR SMALL MID CAP PORTFOLIO
SCHEDULE A DATED JUNE 30, 2004
TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED NOVEMBER 12, 2002
BETWEEN
ADVISORS' INNER CIRCLE FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FEES: The following fees are due and payable monthly to SEI GFS
pursuant to Article 4, of the Administration Agreement:
Each Portfolio advised by Cambiar Investors, LLC or its delegate will be charged
the greater of its Basis Point Fee or its Portfolio Minimum Fee, in each case
calculated in the manner set forth below.
BASIS POINT FEES:
8 basis points for 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
Basis Point Fees shall be calculated based on the aggregate total average daily
net assets of the Portfolios administered hereunder during the period. Basis
Point Fees so calculated shall be allocated to each Portfolio on a pro rata
basis based on the average daily net assets of each such Portfolio during the
period.
PORTFOLIO MINIMUM FEES:
The Portfolio Minimum Fees shall be $150,000, based on the two
presently-existing Portfolios. The Portfolio Minimum Fees shall be increased by
$75,000 for each additional Portfolio established after the date hereof
(beginning on the date such Portfolio is initially funded), including the
Small-Mid Cap Portfolio that is currently in registration. In addition, the
Portfolio Minimum Fees shall be increased by $10,000 for each Class (not
including the first Class) of any Portfolio established after the date hereof
(beginning on the date such Class is initially funded, including the Classes of
the Opportunity Fund and the International Fund that are currently in
registration.
The Portfolio Minimum Fees shall also be increased by an amount determined by
the sum of the following amounts (in the aggregate for all Portfolios):
$6.50 for each Investor Service or Broker Dealer call in excess of 150 calls
per month;
$12.30 for each e-mail response exceeding of 20 responses per month; and
$0.75 for each VRU call exceeding of 25 VRU calls per month.
The Portfolio 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's 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 term 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
ADVISOR EXPENSE REPAYMENT:
Any and all out-of-pocket fees, costs, or expenses advanced by SET 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, 2004, and shall remain in full force and effect through October 31,
2008 ("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 Agreement may be terminated only: (a) by either party at the end
of the Initial Term, or thereafter at the end of any Renewal Term with ninety
(90) days prior written notice to the other party; (b) by either party hereto on
such date as is 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, with thirty (30) days prior written notice to the Administrator,
effective (i) upon the full liquidation of any such Portfolio and all proceeds
therefrom are distributed in cash to the shareholders of such Portfolio in
complete liquidation of the interests of such shareholders in the entity, (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 only a transaction in which
the assets of the Portfolio are sold or otherwise disposed of in complete
liquidation of the interests of such shareholders in the entity, and the term
"change in control" shall mean any transaction that results in transfer of
right, title and ownership of fifty-one percent (51 %) 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 Times, 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.
The parties hereto, intending to be legally bound and for the mutual premises
herein, accept and agree to the terms hereof.
AGREED TO AND ACCEPTED BY:
SEI Investments Global Funds Services
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Executive Vice President
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AGREED TO AND ACCEPTED BY:
Advisors' Inner Circle Fund
One behalf of Cambiar Funds
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Vice President
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AGREED TO AND ACCEPTED BY:
Cambiar Investors, LLC
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: President
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