AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED AS OF NOVEMBER 12, 2002
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 27th day of January, 2006, by and between
The Advisors' Inner Circle Fund, a Massachusetts business trust (the "TRUST"),
on behalf of the Edgewood Growth Fund, a proprietary mutual fund complex (the
"FUND COMPLEX"), and SEI Investments Global Funds Services, a Delaware business
trust ("SEI GFS"). For purposes of this Amendment, Edgewood Management LLC,
adviser of the Fund Complex, 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 Fund Complex, 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 Complex, SEI GFS and their
respective permitted successors and assigns.
[SIGNATURE PAGE 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.
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF THE EDGEWOOD GROWTH FUND
BY: /S/ XXXXX XXXXXX
-----------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /S/ XXXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
By: Edgewood Management LLC., its Advisor
BY: /S/ XXXX BREED
-----------------------------------
Name: Xxxx Breed
Title: Managing Member
ATTACHMENT 1
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND, ON BEHALF OF
THE EDGEWOOD GROWTH FUND,
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUND(S): Edgewood Growth Fund
FEES: The following fees are due and payable monthly to SEI GFS
pursuant to Article 4 of the Agreement. The Fund Complex 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: 0.10% of the first $250,000,000 of the Fund Complex's average
daily net assets;
0.09% on the next $250,000,000 of the Fund Complex's average
daily net assets; and
0.08% on average daily net assets of the Fund Complex in
excess of $500,000,000.
ANNUAL The Annual Minimum Fee for the Fund Complex shall be $90,000,
MINIMUM provided that the Fund Complex has one portfolio. In addition,
FEE: the Annual Minimum Fee shall be increased by $90,000,
allocable among all of the portfolios, for each additional
portfolio established after the date hereof; and $15,000,
allocable among all of the portfolios, for each additional
class of shares established after the date hereof. In the
event that any portfolio requests additional services beyond
the basic shareholder servicing and other services set forth
herein, there will be an additional annual minimum fee of
$20,000 per portfolio.
OUT-OF-POCKET The Fund Complex will reimburse Administrator for its
EXPENSES: reasonable out-of-pocket expenses incurred in connection with
the performance of services under the Agreement, including,
but not limited to travel, lodging, meals, telephone charges,
faxes, delivery costs, photocopies and other similar expenses.
OPERATIONAL A critical component of Administrator's services is portfolio
AUTOMATION: valuations. Trade ticket ("TRADENET") and automated custody
reconciliation ("AUTOMATED CUSTODY RECONCILIATION") between
fund advisers and Administrator is critical to high quality
service. Accordingly, Administrator and the Fund Complex agree
to use best efforts to implement TradeNet and Automated
Custody Reconciliation as soon as practicable after the Fund
Complex's establishment in the Trust.
TERM: Contract term is five years, beginning as of the first date on
which the Fund Complex becomes a portfolio of the Trust. The
Fund Complex 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.
ASSUMPTIONS: The distribution services provided to the Fund Complex shall
not include investor or broker-dealer support services. The
Advisor will be responsible for providing such services to the
Fund Complex.
This fee schedule, with stated terms, applies only to the Fund
Complex listed above for the agreed upon term. Any additional
funds or classes must be negotiated as a separate fee
arrangement.
