AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED SEPTEMBER 7, 2006
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 7th day of September, 2006, by and
between The Advisors' Inner Circle Fund, a Massachusetts business trust (the
"TRUST"), on behalf of WHG Income Opportunity Fund, WHG SMIDCAP Fund, WHG
LargeCap Value Fund, WHG Balanced Fund, WHG SmallCap Value Fund, and WHG AllCap
Value Fund (the "FUND COMPLEX"), and SEI Investments Global Funds Services, a
Delaware business trust ("SEI GFS"). For purposes of this Amendment, Westwood
Management Corp., adviser of the Fund Complex, 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 Fund Complex, 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. For purposes of clarification,
the new Schedule as set forth in Attachment 1 to this Amendment
replaces in its entirety the Schedule added to the Agreement pursuant
to the Amendment dated December 19, 2005 by and between the Trust, on
behalf of WHG Income Opportunity Fund, WHG SMIDCAP Fund and WHG
LargeCap Value Fund and SEI GFS.
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 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 Fund Complex, SEI GFS and
their respective permitted successors and assigns.
[SIGNATURE PAGE FOLLOWS]
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 WHG INCOME OPPORTUNITY FUND, WHG SMIDCAP FUND,
WHG LARGECAP VALUE FUND, WHG BALANCED FUND, WHG SMALLCAP VALUE
FUND, AND WHG ALLCAP VALUE FUND
BY: /S/XXXXX XXXXXX
----------------------------------------
Name: Xxxxx Xxxxxx
Title: VP
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /S/ XXXXXXX X. XXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive President
AGREED TO AND ACCEPTED BY:
WHG INCOME OPPORTUNITY FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
WHG SMIDCAP FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
WHG LARGECAP VALUE FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
WHG BALANCED FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
WHG SMALLCAP VALUE FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
AGREED TO AND ACCEPTED BY:
WHG ALLCAP VALUE FUND
BY: WESTWOOD MANAGEMENT CORP., ITS ADVISOR
BY: /S/XXXXX X. XXXXX
----------------------------------------
Name: Xxxxx X. Xxxxx
Title: President & CEO
ATTACHMENT 1
WHG INCOME OPPORTUNITY FUND, WHG SMIDCAP FUND, WHG
LARGECAP VALUE FUND, WHG BALANCED FUND, WHG SMALLCAP
VALUE FUND, AND WHG ALLCAP VALUE FUND SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF WHG INCOME OPPORTUNITY FUND,
WHG SMIDCAP FUND, WHG LARGECAP VALUE FUND, WHG
BALANCED FUND, WHG SMALLCAP VALUE FUND, AND WHG ALLCAP
VALUE FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS: WHG Income Opportunity Fund
WHG SMIDCAP Fund
WHG LargeCap Value Fund
WHG Balanced Fund
WHG Smallcap Value Fund
WHG Allcap Value Fund
FEES: The following fees are due and payable monthly to SEI GFS
pursuant to Article 4 of the Agreement. The Fund Complex 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: 12.0 basis points on the first $100 million in assets;
8.0 basis points on assets between $100 million and $300
million;
6.0 basis points on assets between $300 million and $850
million;
4.0 basis points on assets greater than $850 million.
The Asset Based Fee shall be calculated based on the aggregate
average daily net assets of the Fund Complex during the
period.
ANNUAL The Annual Minimum Fee shall be $100,000 per portfolio. In
MINIMUM addition, the Annual Minimum Fee shall be increased by $15,000
FEE: for each additional class established after the date hereof.
Notwithstanding the foregoing, SEI GFS shall waive $25,000 of
the fee for the first year of operations for each additional
portfolio launched during the first twenty-four months
following the date of this Amendment.
TERM: Contract term is three years and may automatically renew for
successive terms of one year each unless either party provides
notice of non-renewal at least thirty days prior to the end of
the current term.
ASSUMPTIONS: The Fund Complex shall use commercially reasonable efforts to
implement TradeNet and Automated Custody Reconciliation with
SEI GFS as soon as practicable following the date of this
Amendment.
This fee schedule, with stated terms, applies only to the Fund Complex listed
above for the first three years following the date of this Amendment. Fees with
respect to any additional funds or classes or any extension of this Amendment
beyond three years from the date hereof shall be subject to mutual agreement of
the parties.
