AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION
AGREEMENT BETWEEN ADVISORS' INNER CIRCLE FUND AND SEI
INVESTMENTS GLOBAL FUNDS SERVICES DATED MAY 22, 2000
THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
(this "Amendment" is entered into as of the 1st day of July, 2005 by and between
The Advisors' Inner Circle Fund, a Massachusetts business trust (the "Trust"),
on behalf of FMC Strategic Value Fund and FMC Select Fund, "the "Funds"), and
SEI Investments Global Funds Services ("SEI GFS"), a Delaware business trust
(formerly known as "SEI Investments Mutual Funds Services"). For purposes of
this Amendment, Investment Counselors of Maryland, LLC., adviser of the Funds,
shall be referred to as "Adviser."
WHEREAS, the Trust and SEI GFS entered into an Amended and Restated
Administration Agreement dated as of the May 22, 2000 (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. Schedule A to the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 1 to
this Amendment.
2. AMENDMENT TO ARTICLE 6 OF THE AGREEMENT. Article 6 of the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 2 to
this Agreement.
3. 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.
4. 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.
5. 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.
[SIGNATURE PAGE IMMEDIATELY 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.
ADVISORS' INNER CIRCLE FUND
ON BEHALF OF FMC STRATEGIC VALUE FUND AND FMC SELECT FUND
By: /s/ Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxxxxx Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
FIRST MANHATTAN CO.
FIRST MANHATTAN LLC, GENERAL PARTNER
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
ATTACHMENT 1
FIRST MANHATTAN CO
FMC STRATEGIC VALUE FUND
FMC SELECT FUND
SCHEDULE DATED JULY 1, 2005
TO ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED MAY 22, 2000
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 Agreement:
Each Portfolio advised by Adviser 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:
12 basis points for the first $350 million in assets;
10 basis points for the next $150 million in assets;
8 basis points for the next $500 million in assets; and
4 basis points for all assets greater than $1 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 as follows:
The Portfolio Minimum Fees shall be $75,000 per Portfolio.
In addition, the Portfolio Minimum Fees shall be increased by $15,000 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.
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.
ADVISOR EXPENSE REPAYMENT:
Any and 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,
July 1, 2005, and shall remain in full force and effect through June 30, 2010
("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 in accordance with Article
6 of the Agreement.
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 Xxxxx
------------------------------
Name: Xxxxxxx Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
Advisors' Inner Circle Fund
On behalf of FMC Strategic Value Fund and FMC Select Fund
By: /s/ Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: President
AGREED TO AND ACCEPTED BY:
First Manhattan Co.
By: First Manhattan LLC, General Partner
By: /s/ Xxxx X. Xxxxxxx
-----------------------
Name: Xxxx X. Xxxxxxx
Title: Managing Member
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ATTACHMENT 2
Article 6. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement
shall become effective on the date set forth in the schedules attached
hereto and shall remain in effect for the full duration of the Initial
Term and each Renewal Term, each as set forth in the schedules attached
hereto, unless terminated in accordance with the provisions of this
Article 6. 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 Trust, or (iii) 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.
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