AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED MAY 20, 2005
THIS AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
(this "AMENDMENT") is entered into as of the 20th day of May, 2005, by and
between The Advisors' Inner Circle Fund, a Massachusetts business trust (the
"TRUST"), on behalf AIG Money Market Fund (Class A and Class B) (the "FUND"),
and SEI Investments Global Funds Services ("SEI GFS"), a Delaware business
trust. For purposes of this Amendment, AIG Global Investmnet Corp., adviser of
the Fund, 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. AMENDMENT TO SCHEDULE 4.1 TO THE AGREEMENT. Pursuant to Article 4 of
the Agreement, a new Schedule 4.1 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
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, SEI GFS and their respective
permitted successors and assigns.
[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.
ADVISORS' INNER CIRCLE FUND
ON BEHALF OF AIG MONEY MARKET FUND (CLASS A AND CLASS B)
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/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Sefanis
Title: Managing Director
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ATTACHMENT 1
AIG MONEY MARKET FUND (CLASS A AND CLASS B)
SCHEDULE 4.1 TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF AIG MONEY MARKET
FUND (CLASS A AND CLASS B),
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND(S): AIG Money Market Fund (Class A and Class B)
FEES: The following fees are due and payable monthly to SEI GFS
pursuant to Article 4 of the Agreement. The 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: 5.0 Basis points on the first $1,000,000,000 in
assets; and
3.0 Basis points for all assets greater than
$1,000,000,000.
The Asset Based Fee shall be calculated based on the
aggregate average daily net assets of the Fund during
the period.
ANNUAL MINIMUM FEE: The Annual Minimum Fee shall be $110,000 per
Fund. In addition, the Annual Minimum Fee shall be
increased by $15,000 for each additional class established
after the date hereof.
TRANSFER AGENCY FEE: SEI GFS, as Administrator, agrees to pay transfer agency
expenses on behalf of the Fund not to exceed $110,000
annually; provided that the aggregate average annual net
assets of the Class A and Class B shares remain greater
than $500 million. The Fund will assume responsibility for
any transfer agency expenses in the event that the
aggregate average annual net assets fall below $500
million.
TERM: Contract term is five years. The Fund will not be held
responsible for any remaining term of the contract in the
event of a liquidation of all Fund assets prior to
expiration of this agreement.
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ASSUMPTIONS: The Fund shall not receive distribution services (VRU,
sales tracking, wholesaling support, marketing support).
SEI Investments Distribution Co. (SIDCo) continues to
provide the services outlined in the Distribution Agreement
dated November 12, 2002 between SIDCo and the Advisors'
Inner Circle Trust.
This fee schedule, with stated terms, applies only to the
Fund listed above for the agreed upon term. Any additional
funds or classes must be negotiated as a separate fee
arrangement.
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