FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA SMALL COMPANY PORTFOLIO
SCHEDULE A DATED FEBRUARY ___, 2002
TO THE ADMINISTRATION AGREEMENT
DATED NOVEMBER 14, 1991
(AS AMENDED AND RESTATED MAY 17, 1994)
BETWEEN
ADVISORS' INNER CIRCLE FUND
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
FEES: The following fees are due and payable monthly to SEI Pursuant to
Article 4, Section A of the AIC Administration Agreement:
BASIS POINT FEES:
12 basis points for the first $250 million in assets
10 basis points for the next $250 million in assets
8 basis points for the next $250 million in assets
4 basis points for all ssets greater than $750 million
Basis Point Fees are charges on the total assets of the Portfolios managed by
the Adviser.
Each Adviser will be charged the greater of the Portfolio Minimum (set forth the
below) fees OR the above Basis Point Fees. The Adviser's Portfolio Minimum fees
will be allocated across the average net assets of each Portfolio the Adviser
manages.
PORTFOLIO MINIMUM FEES:
One portfolio: $125,000
Two portfolios: $250,000
Three portfolios: $350,000
Each additional portfolio over three: $ 75,000
Each additional class per Portfolio after the first class: $ 20,000
The Portfolio Minimums include the following (in the aggregate for all
Portfolios managed by the Adviser):
150 Investor Service and Broker Dealer calls per month .
20 Email responses per month .
25 VRU calls per month
In addition, all calls or email responses exceeding the monthly limit listed
above will be charged at the following rate:
$6.50 for each additional Investor Service or Broker Dealer call.
$12.30 for each additional e-mail response.
$.75 for each additional VRU call.
ADVISOR EXPENSE REPAYMENT:
Any and all out-of-pocket fees, costs, or expenses advanced by SEI, 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 7, this Agreement shall become effective on the date hereof
[THE EFFECTIVE DATE OF THE REORGANIZATION TO BE INSERTED ] and shall remain in
full force and effect through October 31, 2004 ("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, 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.
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 Mutual Funds Services
By:_______________________
Name:_____________________
Title: ___________________
AGREED TO AND ACCEPTED BY:
Advisors' Inner Circle Fund
FMA Small Company Portfolio
By:_______________________ By:_______________________
Name:_____________________ Name:_____________________
Title:____________________ Title: ___________________
AGREED TO AND ACCEPTED BY:
Fiduciary Management Associates, Inc.
By:_______________________
Name:_____________________
Title: ___________________
