AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT DATED APRIL 1, 2006
THIS AMENDMENT TO AMENDED AND RESTATED ADMINISTRATION AGREEMENT (this
"AMENDMENT") is entered into as of the 1st day of April, 2006 (the "AMENDMENT
EFFECTIVE DATE"), by and between The Advisors' Inner Circle Fund, a
Massachusetts business trust (the "TRUST"), on behalf of LSV Value Equity Fund
(the "FUND COMPLEX"), and SEI Investments Global Funds Services, a Delaware
business trust ("SEI GFS"). For purposes of this Amendment, LSV Asset
Management, advisor 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, amending
and restating the Administration Agreement dated as of November 14, 1991 (the
"AGREEMENT"); and
WHEREAS, the parties entered into a Schedule, dated March 15, 1999
("SCHEDULE"), pursuant to which the Trust agreed to pay for and SEI GFS agreed
to provide certain services on behalf of the Fund Complex.
WHEREAS, the Trust, on behalf of the Fund Complex, and SEI GFS desire
to amend the Agreement and the Schedule 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, which replaces the Schedule previously agreed by
the parties.
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.
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 LSV VALUE EQUITY FUND
BY: /s/ XXXXX X. XXXX
---------------------------------
Name: Xxxxx X. Xxxx
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
BY: /s/ XXXXXXX X. XXXXX
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
AGREED TO AND ACCEPTED BY:
LSV VALUE EQUITY FUND
BY: /s/ XXXXXXXX XXXXXXXX
---------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: COO
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ATTACHMENT 1
LSV VALUE EQUITY FUND
SCHEDULE TO
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED AS OF NOVEMBER 12, 2002
BETWEEN
THE ADVISORS' INNER CIRCLE FUND,
ON BEHALF OF LSV VALUE EQUITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS: LSV Value Equity 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: 7.0 basis points on the first $1 Billion in assets;
6.0 basis points on assets between $1 Billion and
$1.5 Billion;
4.0 basis points on assets between $1.5 Billion and
$3 Billion;
3.5 basis points on assets greater than $3 Billion.
The Asset Based Fee shall be calculated based on the
aggregate average daily net assets of the Fund
Complex during the period.
ANNUAL MINIMUM FEE: The Annual Minimum Fee shall be $150,000 per
portfolio. In addition, the Annual Minimum Fee shall
be increased by $25,000 for each additional class
established after the date hereof.
TERM: Contract term is five years from and after the
Amendment Effective Date and may automatically renew
for successive terms of one year each unless either
party provides notice of non-renewal at least thirty
days prior to the end of the current term.
OUT-OF-POCKET EXPENSES: The Fund Complex will reimburse Administrator for its
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.
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