AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED SEPTEMBER 1, 2005
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 1st day of September, 2005 by and between
The Advisors Inner Circle Fund, a Massachusetts business trust (the "TRUST"), on
behald of HGK Equity Value Fund (the "FUND"), and SEI Global Funds Services a
Delaware business trust ("SEI GFS").
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, 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.
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.
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 HGK EQUITY VALUE FUND
BY: /S/ XXXXX XXXXXX
-------------------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SEI GLOBAL FUNDS SERVICES
BY: /S/ XXXXXXX X. XXXXX
-------------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
HGK EQUITY VALUE FUND
BY: /S/ XXXXXX XXXX
-------------------------------------------------
Name: X. Xxxx
Title: President, HGK
ATTACHMENT 1
HGK EQUITY VALUE FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF HGK EQUITY VALUE FUND,
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES
FUND(S): HGK Equity Value Fund
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: 0.18% on the first $250,000,000 in assets; 0.14% on
the next $250,000,000 in assets; and 0.10 for all
assets greater than $500,000,000
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 $125,000 per
portfolio. As of the date hereof, the Fund consists
of one portfolio, the HGK Equity Value Portfolio (the
"Portfolio"). In addition, the Annual Minimum Fee
shall be increased by $15,000 for each additional
class established after the date hereof.
TERM: The contract will commence on September 1, 2005, and
shall remain in effect with respect to the Portfolio
for five years (the "Initial Term"). This Agreement
shall continue in effect for successive periods of 1
year after the Initial Term, unless terminated by any
party on not less than 90 days prior written notice
to the other parties. Notwithstanding the preceding
termination clause, in the event of a change in
control by HGK Asset Management, Inc. by sale of
substantially all of the assets of the Portfolio to a
third party, the Portfolio will continue to pay SEI
GFS all sums in accordance with the terms set forth
in this Schedule for a three month period commencing
with the closing date of the sale. In the event of a
material breach of this Agreement by either party,
the non-breaching party shall notify the breaching
party in writing of such breach and upon receipt of
such notice, the breaching party shall have 45 days
to remedy the breach or the non-breaching party may
immediately terminate this Agreement.
