AMENDED AND RESTATED AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT BETWEEN ADVISORS' INNER CIRCLE FUND AND SEI
INVESTMENTS GLOBAL FUNDS SERVICES DATED FEBRUARY 20, 2002
THIS AMENDED AND RESTATED AMENDMENT TO THE AMENDED AND RESTATED
ADMINISTRATION AGREEMENT (this "Amendment") is entered into as of the 20th day
of June, 2007 by and between The Advisors' Inner Circle Fund, a Massachusetts
business trust (the "Trust"), on behalf of ICM Small Company Portfolio, (the
"Fund"), and SEI Investments Global Funds Services ("SEI GFS"), a Delaware
business trust (formerly known as "SEI Investments Mutual Funds Services"). For
purposes of this Amendment, Investment Counselors of Maryland, LLC., adviser of
the Funds, shall be referred to as "Adviser."
WHEREAS, the Trust and SEI GFS entered into an Amended and Restated
Administration Agreement dated as of the 20th day of February, 2002 (the
"Agreement"); and
WHEREAS, the Trust, on behalf of the Fund, and SEI GFS entered into an
amendment ("Original Amendment") to the Agreement dated as of November 1, 2004;
and
WHEREAS, the Trust, on behalf of the Fund, and SEI GFS desire to amend
and restate the Original Amendment 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. AMENDMENT TO SCHEDULE TO THE AGREEMENT. Schedule A to the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 1 to
this Amendment.
2. AMENDMENT TO ARTICLE 6 OF THE AGREEMENT. Article 6 of the Agreement is
hereby amended to provide in its entirety as set forth in Attachment 1
to this Agreement.
3. 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.
4. 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.
5. GOVERNING LAW. This Amendment 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 provisions herein, conflict with the provisions of
the 1940 Act, the latter shall control.
6. ENTIRE AGREEMENT. This Amendment sets forth the entire understanding of the
parties with respect to the subject matter hereof. This Amendment
supersedes all prior or contemporaneous representations, discussions,
negotiations, letters, proposals, agreements and understandings between the
parties hereto with respect to the subject matter hereof, whether written
or oral, including, without limitation, the Original Amendment.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the day and year first above written.
ADVISORS' INNER CIRCLE FUND
ON BEHALF OF ICM SMALL COMPANY PORTFOLIO
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:
INVESTMENT COUNSELORS OF MARYLAND, LLC.
By: /s/ Xxxxxx X. XxXxxxxx, Xx.
-----------------------------
Name: Xxxxxx X. XxXxxxxx, Xx.
Title: Principal
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ATTACHMENT 1
INVESTMENT COUNSELORS OF MARYLAND, LLC.
ICM SMALL COMPANY PORTFOLIO
SCHEDULE A DATED JUNE 20, 2007
TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENT
DATED NOVEMBER 12, 2002
BETWEEN
ADVISORS' INNER CIRCLE FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FEES: The following fees are due and payable monthly to SEI GFS pursuant to
Article 4, of the Agreement:
Each Portfolio advised by Adviser or its delegate will be charged the greater of
its Basis Point Fee or its Portfolio Minimum Fee, in each case calculated in the
manner set forth below.
BASIS POINT FEES:
10 basis points for the first $250 million in assets;
8 basis points for the next $250 million in assets;
7 basis points for the next $250 million in assets; and
4 basis points for all assets greater than $750 million
Basis Point Fees shall be calculated based on the aggregate total average daily
net assets of the Portfolios administered hereunder during the period. Basis
Point Fees so calculated shall be allocated to each Portfolio on a pro rata
basis based on the average daily net assets of each such Portfolio during the
period.
PORTFOLIO MINIMUM FEES:
The Portfolio Minimum Fees shall be as follows:
First Portfolio: $125,000
Second Portfolio: $120,000
Each additional portfolio over two: $75,000
In addition, the Portfolio Minimum Fees shall be increased by $15,000 for each
Class (not including the first Class) of any Portfolio established after the
date hereof (beginning on the date such Class is initially funded.
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The Portfolio Minimum Fees shall also be increased by an amount determined by
the sum of the following amounts (in the aggregate for all Portfolios):
$6.50 for each Investor Service or Broker Dealer call in excess of 250 calls per
month; $12.30 for each e-mail response exceeding of 50 responses per month; and
The Portfolio Minimum Fees so calculated shall be allocated to each Portfolio on
a pro rata basis based on the average daily net assets of each Portfolio during
the period.
ADVISOR EXPENSE REPAYMENT:
Any and all out-of-pocket fees, costs, or expenses advanced by SEI GFS, 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 6, this Agreement shall become effective on the date hereof
and shall remain in full force and effect through October 31, 2010 ("Initial
Term") and thereafter shall automatically renew and continue in full force and
effect, for successive terms of three (3) years each (each a "Renewal Term"),
unless and until this Agreement is terminated in accordance with Article 6 of
the Agreement.
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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 Global Funds Services
By: /s/ Xxxxxxx X. Xxxxx
----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
AGREED TO AND ACCEPTED BY:
Advisors' Inner Circle Fund
On behalf of ICM Small Company Fund
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
AGREED TO AND ACCEPTED BY:
Investment Counselors of Maryland, LLC.
By: /s/ Xxxxxx X. XxXxxxxx, Xx.
---------------------------
Name: Xxxxxx X. XxXxxxxx, Xx.
Title: Principal
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ATTACHMENT 2
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 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 Trust, or (iii) upon the
complete merger of a Portfolio into another Portfolio within a fund
family affiliated with the Adviser, or the Adviser's parent, Old Mutual
Asset Management, for which Administrator continues to serve as
administrator or sub-administrator;. 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.
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