CHARTWELL FUNDS
CHARTWELL LARGE CAP VALUE FUND
CHARTWELL SMALL CAP VALUE FUND
SCHEDULE DATED SEPTEMBER 17, 2002
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
AS AMENDED AND RESTATED MAY 17, 1994
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
Fees: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered to the
Chartwell Large Cap Value Fund and Chartwell Small Cap Value
Fund (the "Funds") at an annual rate set forth below based
upon the aggregate average daily net assets of the Funds (and
any additional portfolios).
0.10% of aggregate average daily net assets up to and
including $250 million; and 0.09% aggregate average daily net
assets exceeding $250 million;
For the purposes of this calculation, the aggregate daily net
assets of the Funds shall include the aggregate average daily
net assets of the Chartwell Dividend and Income Fund, Inc.
(the "Closed End Fund").
This fee schedule is subject to a minimum annual fee of
$180,000 for two classes of shares, including fees paid under
this Agreement and fees received by SEI from the Closed End
Fund.
Term: Pursuant to Article 7, the term of this Agreement shall
commence on the effective date of the Fund's prospectus, and
shall remain in effect with respect to the Fund (and any
additional portfolios) for five years (the "Initial Term").
This Agreement shall continue in effect for successive periods
of five years after the Initial Term (a "Renewal Term"). This
Agreement may be terminated only: (a) by either party at the
end of the Initial Term or the end of any Renewal Term on 90
days' prior written notice; (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
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 the Fund (and any additional portfolios),
effective upon the liquidation of such Fund (and/or additional
portfolios). For purposes of this paragraph, the term
"liquidation" shall mean a transaction in which the assets of
the Fund (or any additional portfolios) are sold or otherwise
disposed of and proceeds therefrom are distributed in cash to
the shareholders in complete liquidation of the interests of
such shareholders in the entity.
[END OF SCHEDULE]
Agreed to and accepted by:
SEI Investments Mutual Funds Advisors' Inner Circle Fund
Services
By: /s/ Xxxxxxx X. Xxxxxxx By:/s/ Xxxxxxx X. Xxxxx
---------------------- --------------------
Name: Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
Acknowledged and Agreed to by:
Chartwell Investment Partners
By: /s/ X. Xxxxxxx Xxxxx
Name: X. Xxxxxxx Xxxxx
Title: Partner/CFO
