ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 14th day of November, 1991, as
amended and restated as of November 12, 2002, by and between The Advisors'
Inner Circle Fund (the "Trust"), a Massachusetts business trust, and SEI
Investments Global Funds Services (the "Administrator"), a Delaware business
trust.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of several series portfolios; ("Portfolios"), each of which
may consist of one or more classes of shares of beneficial interest ("Shares");
and
WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, administrative and accounting services to
such Portfolios of the Trust on the terms and condition s hereinafter set forth
herein;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, Trust and the Administrator hereby agree as follows:
ARTICLE 1. RETENTION OF THE ADMINISTRATOR. Trust hereby retains the
Administrator to furnish the Portfolios with accounting and administrative
services as set forth in this Agreement, and the Administrator hereby accepts
such employment. The Administrator shall be deemed to be an independent
contractor for all purposes herein.
ARTICLE 2. ADMINISTRATIVE AND ACCOUNTING SERVICES. The Administrator
shall perform or supervise the performance by others of the accounting and
administrative services set forth in Schedule A hereto. The Administrator shall
provide the Trust with all necessary office space, equipment, personnel,
facilities (including facilities for Shareholders' and Trustees' meetings) and
compensation for providing such services. The Administrator may sub-contract
with third parties to perform certain of the services to be performed by the
Administrator hereunder; provided, however, that the Administrator shall remain
principally responsible to Trust for the acts and omissions of such other
entities. In meeting its duties hereunder, Administrator shall have the general
authority to do all acts deemed in the Administrator's good faith belief to be
necessary and proper to perform its obligations under this Agreement.
ARTICLE 3. ALLOCATION OF CHARGES AND EXPENSES.
(A) THE ADMINISTRATOR. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.
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(13) FUND EXPENSES. The Trust assumes and shall pay or cause to be
paid all other expenses of the Trust not otherwise allocated in this Agreement,
including, without limitation, organizational costs, taxes, expenses for legal
and auditing services, the expenses of preparing (including typesetting),
printing and mailing reports, prospectuses, statements of additional
information, proxy solicitation material and notices to existing shareholders,
all expenses incurred in connection with issuing and redeeming Shares, the
costs of pricing services, the costs of custodial services, the cost of initial
and ongoing registration of the Shares under Federal and state securities laws,
fees and out-of-pocket expenses of Trustees who are not affiliated persons of
the Administrator or any affiliated corporation of the Administrator, the costs
of Trustees' meetings, insurance, interest, brokerage costs, litigation and
other extraordinary or nonrecurring expenses, and all fees at 0:1 charges of
service providers to the Trust. Trust shall reimburse the Administrator for its
reasonable out-of-pocket expenses, including all reasonable charges for SAS 70
audit charges, and reasonable copying, postage, telephone, and fax charges
incurred by the Administrator in the performance of its duties.
ARTICLE 4. COMPENSATION OF THE ADMINISTRATOR. Trust shall pay to the
Administrator compensation at the annual rate specified in the schedules
attached hereto until this Agreement is terminated in accordance with Article
6. Such compensation shall be calculated and accrued daily, and paid to the
Administrator monthly. If this Agreement becomes effective subsequent to the
first day of a month or terminates before the last day of a month, the
Administrator's compensation for that part of the month in which this Agreement
is in effect shall be prorated in a manner consistent with the calculation of
the fees as set forth above. Payment of the Administrator's compensation for
the preceding month shall be made promptly.
ARTICLE 5. LIMITATION OF LIABILITY OF THE ADMINISTRATOR. The duties
of the Administrator shall be confined to those expressly set forth herein, and
no implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder. (As used in this Article 5, the term "Administrator" shall include
Trustees, officers, employees and other agents of the Administrator as well as
that entity itself.) Under no circumstances shall the Administrator be liable
to Trust for consequential, indirect or punitive damages.
So long as the Administrator, or its agents, acts without willful
misfeasance, bad faith or gross negligence in the performance of its duties,
and without reckless disregard of its obligations and duties hereunder, Trust
assumes full responsibility and shall indemnify the Administrator and hold it
harmless from and against any and all actions, suits and claims, whether
groundless or otherwise, and from and against any and all losses, damages,
costs, charges, reasonable counsel fees and disbursements, payments, expenses
and liabilities (including reasonable investigation expenses) arising directly
or indirectly out of any act or omission of Administrator in carrying out its
duties hereunder, The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
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The indemnification rights hereunder shall include the right to
reasonable advances of defense expenses in the event of any pending or
threatened litigation with respect to which indemnification hereunder may
ultimately be merited. If in any case the Trust may be asked to indemnify or
hold the Administrator harmless, the Administrator shall promptly advise the
Trust of the pertinent facts concerning the situation in question, and the
Administrator will use all reasonable care to identify and notify the Trust
promptly concerning any situation which presents or appears likely to present
the probability of such a claim for indemnification, but failure to do so shall
not affect the rights hereunder.
Trust shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If Trust elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by Trust and
satisfactory to the Administrator, whose approval shall not be unreasonably
withheld. In the event that Trust elects to assume the defense of any suit and
retain counsel, the Administrator shall bear the fees and expenses of any
additional counsel retained by it. If Trust does not elect to assume the
defense of a suit, it will reimburse the Administrator for the fees and
expenses of any counsel retained by the Administrator.
The Administrator may apply to Trust at any time for instructions and
may consult counsel for Trust or its own counsel and with accountants and other
experts with respect to any matter arising in connection with the
Administrator's duties, and the Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.
Also, the Administrator shall be protected in acting upon any
document which it reasonably believes 10 be genuine and to have been signed or
presented by the proper person or persons. Nor shall the Administrator be held
to have notice of any change of authority of any officers, employee or agent of
Trust until receipt of written notice thereof from Trust.
Nothing herein shall make Administrator liable for the performance or
omissions of unaffiliated third parties not under Administrator's reasonable
control such as, by way of example and not limitation, transfer agents,
custodians, investment advisers or sub-advisers, postal or delivery services,
telecommunications providers and processing and settlement services.
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
the end of any Renewal Term on 90 day;' prior written notice; (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 45 th tys 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 or the Trust, effective upon the
liquidation of such Portfolio or the Trust, as the case may be. For purposes of
this paragraph, the
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term "liquidation" shall mean a transaction in which the assets of the Trust or
a Portfolio are sold or otherwise; disposed of and proceeds therefrom are
distributed in cash to the shareholders in complete liquidation of the
interests of such shareholders in the entity.
ARTICLE 7. ACTIVITIES OF THE ADMINISTRATOR. The services of the
Administrator rendered to Trust re not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
ARTICLE 8. CONFIDENTIALITY. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its shareholders received by the
Administrator in connection with this Agreement, including any nonpublic
personal information as defined in Regulation S-P, and that it shall not use or
disclose any such information except for the purpose of carrying out the terms
of this Agreement; provided, however, that Administrator may disclose such
information as required by law or after prior notification to and approval in
writing by Trust, which approval may not be withheld where the Administrator
may be exposed to civil or criminal contempt proceedings or penalties for
failure to comply.
ARTICLE 9. CERTAIN RECORDS. The Administrator shall maintain
customary records in connection with its duties as specified in this Agreement.
Any records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintain d by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made
available to or surrender d promptly to the Trust on request.
In case of any request or demand for the inspection of such records
by another party, the Administrator shall notify Trust and follow Trust's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) Trust has
agreed to indemnify the Administrator against such liability.
ARTICLE 10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. The
Administrator undertake; to comply in all material respects with applicable
requirements of the Securities Act of 1933, the Securities Exchange Act of
1934, the 1940 Act, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be performed by
the Administrator hereunder.
ARTICLE 11. INTERNET ACCESS. Data and information may be made
electronically accessible to the Trust and its adviser and/or sub-adviser
through Internet access to one or more links provided by the Administrator
("Web Link"). All rights in Web Link (including text and "look and feel"
attributes) are owned by Administrator. Any commercial use of the content or
any other aspect of Web Link requires the written permission of Administrator.
Use of the Web Link by T rust or its agents will be subject to any terms of use
set forth on the web site. A Web Link and the information (including text,
graphics and functionality) in the Web Link is
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presented. "As Is" and "As Available" without express or implied warranties
including, but not limited t(1, implied warranties of non-infringement,
merchantability and fitness for a particular purpose. Administrator neither
warrants that the Web Link will be uninterrupted or error free, nor guarantee s
the accessibility, reliability, performance, timeliness, sequence, or
completeness of information provided on the Web Link.
ARTICLE 12. ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes
the entire agreement between the parties hereto and supersedes any prior
agreement, draft or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in
writing signed by the party against which enforcement of such change or waiver
is sought.
ARTICLE 13. ASSIGNMENT. This Agreement shall not be assignable by
either party without tide prior written consent of the other party.
ARTICLE 14. WAIVER. Any term or provision of this Agreement may be
waived at any time by the party entitled to the benefit thereof by written
instrument executed by such party. No failure of either party hereto to
exercise any power or right granted hereunder, or to insist upon strict
compliance with any obligation hereunder, and no custom or practice of the
parties with regard to the terms of performance hereof, will constitute a
waiver of the rights of such party to demand full and exact compliance with the
terms of this Agreement.
ARTICLE 15. NOTICE. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, federal express (or substantially similar delivery service),
postage prepaid, addressed by the party giving notice to the other parte at the
last address furnished by the other party to the party giving notice: if to
Trust, at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000; and if to the
Administrator at Xxx Xxxxxxx Xxxxxx Xxxxx, Xxxx, Xxxxxxxxxxxx, 00000.
ARTICLE 16. FORCE MAJEURE. No breach of any obligation of a party to
this Agreement will constitute an event of default or breach to the extent it
arises out of a cause, existing or future, the It is beyond the control and
without negligence of the party otherwise chargeable with breach or default,
including without limitation: work action or strike; lockout or other labor
dispute; flood; war; riot; theft; earthquake or natural disaster. Either party
desiring to rely upon any of the foregoing as an excuse for default or breach
will, when the cause arises, give to the other party prompt notice of the facts
which constitute such cause; and, when the cause ceases to exist, give prompt
notice thereof to the other party.
ARTICLE 17. EQUIPMENT FAILURES. In the event of equipment failures
beyond the Administrator's control, the Administrator shall take reasonable and
prompt steps to minimize service interruptions but shall have no liability with
respect thereto. The Administrator shall develop and maintain a plan for
recovery from equipment failures which may include contractual arrangements
with appropriate parties making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.
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ARTICLE 18. DEFINITIONS OF CERTAIN TERMS. The term "affiliated
person," when used in this Agreement, shall have the meaning specified in the
1940 Act and the rules and regulations thereunder, subject to such exemptions
as may be granted by the Securities and Exchange Commission.
ARTICLE 19. HEADINGS. All Article headings contained in this
Agreement are for convene: ice of reference only, do not form a part of this
Agreement and will not affect in any way the r leaning or interpretation of
this Agreement. Words used herein, regardless of the number a ad gender
specifically used, will be deemed and construed to include any other number,
singular or plural, and any other gender, masculine, feminine, or neuter, as
the contract requires.
ARTICLE 20. GOVERNING LAW. This Agreement 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 of the provisions herein, conflict
with the applicable provisions of the 1940 Act, the latter shall control.
ARTICLE 21. LIMITATION OF LIABILITY. Notice is hereby given that this
Agreement is executed xi behalf of the Trustees of the Trust as trustees and
not individually, and that all obligationS of this Agreement are not binding
upon any of the trustees, officers, agents or shareholders of any of the
Portfolios or the Trust individually, but binding only upon the assets and
property of the Portfolios or the Trust. No Portfolio shall be liable for any
claims against any other Portfolio.
ARTICLE 22. MULTIPLE ORIGINALS. This Agreement 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.
ARTICLE 23. BINDING AGREEMENT. This Agreement, and the rights and
obligations of the parties hereunder, shall be binding on, and inure to the
benefit of, the parties and their respective successors and assigns.
ARTICLE 24. SEVERABILITY. If any part, term or provision of this
Agreement is held to be illegal, in conflict with any law or otherwise invalid,
the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular part, term or
provision held to be illegal or invalid.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ Xxxx Xxxxx
--------------------
Name: Xxxx Xxxxx
Title: Vice President
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SCHEDULE A
TO THE ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 14, 1991
AS AMENDED AND RESTATED ON NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
Administrator shall provide the following services to the Trust:
(a) Maintain the Trust's accounting books and records;
(b) Obtain portfolio security valuations from appropriate sources consistent
with the Trust's pricing and valuation policies, and calculate net asset
value of each portfolio and class;
(c) Compute yields, total return, expense ratios, portfolio turnover rate and
average dollar- weighted portfolio maturity, as appropriate;
(d) Track and validate income and expense accruals, analyze and modify expense
accrual changes periodically, and process expense disbursements to vendors
and service providers;
(e) Perform cash processing such as recording paid-in capital activity,
perform necessary reconciliations with the transfer agent and the
custodian, and provide cash availability data to the adviser, if requested;
(f) Calculate required ordinary income and capital gains distributions,
coordinate estimated cash payments, and perform necessary reconciliations
with the transfer agent;
(g) Provide standardized performance reporting data to the Trust and its
adviser;
(h) Provide performance, financial and expense information for registration
statements and proxies;
(i) Communicate net asset value, yield, total return or other financial data
to appropriate third party reporting agencies, and assist in resolution of
errors reported by such third party agencies;
(j) Prepare Trust's financial statements for review by fund management and
independent auditors, manage annual and semi-annual report preparation
process, prepare Forms N- SAR and 24f-2, provide fund performance data for
annual report, coordinate printing and
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delivery of annual and semi-annual reports to shareholders, and file Form
N-SAR, Form 24f-2 and annual/semi-annual reports via XXXXX;
(k) Monitor each Portfolio's compliance with the requirements of Subchapter M
of the Internal Revenue Code with respect to status as a regulated
investment company;
(1) Prepare and file federal and state tax returns for the Trust, and provide
data for year-end 1099's and supplemental tax letters;
(m) Provide such fund accounting and financial reports in connection with
quarterly meetings of the Board of Trustees as are required or as the Board
may reasonably request;
(n) Manage the proxy process, including evaluating proxy distribution
channels, coordinating with outside service provider to distribute proxies,
track shareholder responses and tabulate voting results, and managing the
proxy solicitation vendor if necessary;
(o) Provide individuals to serve as officers of the Trust, as requested;
(p) Coordinate with Trust's counsel on drafting, review and filing of
registration statements aid proxies, and coordinate printing and delivery
of prospectuses and proxies;
(q) Coordinate the Trust's Board of Trustees' schedule, agenda and production
of Board meeting materials, and attend Board meetings (if requested);
(r) Provide consultation to the Trust and its adviser on regulatory matters
relating to the operation of the Trust, and update the Trust and its
adviser on significant regulatory and legislative developments which may
affect the Trust;
(s) Develop or assist legal counsel to the Trust in the development of
policies and procedures relating to the operation of the Trust;
(t) Act as liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent Trustees;
(u) Coordinate with Trust counsel in the preparation, review and execution of
contracts between the Trust and third parties, such as the Trust's
investment adviser, transfer agent, and custodian, and record-keepers or
shareholder service providers;
(v) Assist the Trust in handling and responding to routine regulatory
examinations with respect to records retained or services provided by the
Administrator, and coordinate with Trust's legal counsel in responding to
any non-routine regulatory matters with respect to such matters;
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(w) Provide consulting with respect to the ongoing design, development and
operation of the Trust, including new portfolios or share classes and/or
load structures and financing, as well as changes to investment objectives
and policies for existing portfolios;
(x) Coordinate as necessary the registration or qualification of shares of the
Trust with appropriate state securities authorities.
[END OF SCHEDULE A]
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