AMENDED AND RESTATED AMENDMENT TO
AMENDED AND RESTATED ADMINISTRATION
AGREEMENT
DATED JUNE 11, 2014
THIS AMENDED AND RESTATED AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATION AGREEMENT (this "AMENDMENT") is entered into as of the 11(th)
day of June, 2014 (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, LSV Conservative Value Fund, LSV Small Cap
Value Fund, LSV Global Value Fund, LSV Global Managed Volatility Fund and LSV
US Managed Volatility Fund (collectively, 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 12(th) 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 various funds; and
WHEREAS, the Trust, on behalf of LSV Value Equity Fund, SEI GFS and the
Advisor entered into an Amendment to the Agreement on April 1, 2006 (the
"ORIGINAL AMENDMENT") pursuant to which the Advisor agreed to pay for and SEI
GFS agreed to provide certain services on behalf of LSV Value Equity Fund; and
WHEREAS, the Trust, on behalf of LSV Value Equity Fund, LSV
Conservative Value Fund, LSV Conservative Core Equity Fund and LSV Small Cap
Value Fund, SEI GFS and the Advisor entered into an Amended and Restated
Amendment to the Agreement on December 15, 2012 (the "2012 AMENDMENT"); and
WHEREAS, the Trust, on behalf of the Fund Complex, 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.
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 pursuant to the 2012 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.
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
LSV CONSERVATIVE VALUE FUND
LSV SMALL CAP VALUE FUND
LSV GLOBAL VALUE FUND
LSV GLOBAL MANAGED VOLATILITY FUND
LSV US MANAGED VOLATILITY FUND
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
SEI INVESTMENTS GLOBAL FUNDS SERVICES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
AGREED TO AND ACCEPTED BY:
LSV VALUE EQUITY FUND
LSV CONSERVATIVE VALUE FUND
LSV SMALL CAP VALUE FUND
LSV GLOBAL VALUE FUND
LSV GLOBAL MANAGED VOLATILITY
LSV US MANAGED VOLATILITY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Operating Officer
ATTACHMENT 1
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,
LSV CONSERVATIVE VALUE FUND,
LSV SMALL CAP VALUE FUND,
LSV US MANAGED VOLATILITY FUND,
LSV GLOBAL VALUE FUND
AND
LSV GLOBAL MANAGED VOLATILITY FUND
AND
SEI INVESTMENTS GLOBAL FUNDS SERVICES
FUNDS:
LSV Value Equity Fund (2 share classes)
LSV Conservative Value Fund (2 share classes)
LSV Small Cap Value Fund (2 share classes)
LSV US Managed Volatility Fund (2 share classes)
LSV Global Value Fund (2 share classes)
LSV Global Managed Volatility Fund (2 share classes)
FEES:
The following fees are due and payable monthly to SEI GFS pursuant to Article 4
of the Agreement out of the assets of the applicable Fund, except to the extent
the Advisor agrees to waive its fees or reimburse a Fund's expenses. Each Fund
will be charged the greater of its pro rata portion of the aggregate Asset
Based Fee or its pro rata portion Annual Minimum Fee, in each case calculated
in the manner set forth below.
ASSET BASED FEE:
7.5 basis points on the first $1 Billion in assets
7.0 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 Funds during the period, allocated to each Fund pro rata
based on the assets of each Fund.
ANNUAL MINIMUM FEE:
The Annual Minimum Fee shall be $1,000,000 for the six Funds listed above,
including indicated share classes. Any additional Funds added to this Schedule
will increase the minimum by $100,000 per Fund. In addition, the Annual Minimum
Fee shall be increased by $25,000 for each additional class established after
the date hereof, or beyond the first such class in connection with each new
Fund.
TERM:
Contract term continues through and until March 31, 2018 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.
NEW FUND FEES:
There will be a one-time additional SEI service charge of $10,000 for services
provided by SEI GFS in assisting and coordinating the launch of each new Fund
on behalf of the Adviser, such fee to be paid by the Adviser by check or
electronic wire transfer of immediately available funds to the wire
instructions set forth below in advance of SEI GFS beginning performance of the
new Fund organization services. For the avoidance of doubt, the New Fund Fee
shall not apply in respect of LSV US Managed Volatility Fund, LSV Global Value
Fund and LSV Global Managed Volatility Fund. Payments made by wire shall be
made pursuant to the following wire instructions:
▇▇▇▇▇ Fargo Bank
Winston-Salem, NC
ABA # ▇▇▇▇▇▇▇▇▇
SEI Investments Company
Acct # 2079900401288
Ref: LSV -- New Fund
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 similar expenses.