FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
AGREEMENT made this __________, 2001, by and between The Advisors' Inner
Circle Fund, a Massachusetts business trust (the "Trust"), Synovus Funds
Investment Advisors, a wholly owned subsidiary of Columbus Bank and Trust
Company, the lead bank of Synovus Financial Corp, a Georgia holding company (the
"Adviser"), and Xxxxxxxxx Priest Capital, Co. Inc., a [state] corporation and
registered investment adviser (the "Sub-Adviser").
WHEREAS, the Adviser is the investment adviser for the Synovus Funds, each
a series of The Advisors' Inner Circle Fund, an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act") (the "Trust"); and
WHEREAS, the Adviser desires to retain the Sub-Adviser as its agent to
furnish investment advisory services for the Synovus Mid Cap Value Fund, an
investment portfolio of the Trust (the "Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. The Adviser hereby appoints the Sub-Adviser to provide
certain sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the following:
(a) The Trust's Agreement and Declaration of Trust, as filed with the
Secretary of State of the Commonwealth of Massachusetts on July 24,
1992, and all amendments thereto or restatements thereof (such
Declaration, as presently in effect and as it shall from time to time
be amended or restated, is herein called the "Declaration of Trust");
(b) The Trust's By-Laws and amendments thereto;
(c) Resolutions of the Trust's Board of Trustees authorizing the
appointment of the Sub-Adviser and approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the
"SEC") and all amendments thereto;
(e) The Trust's Registration Statement on Form N-1A under the
Securities Act of 1933, as amended (the "1933 Act") (File No.
33-50718) and under the
1940 Act as filed with the SEC and all amendments thereto insofar as
such Registration Statement and such amendments relate to the Fund;
and
(f) The Trust's most recent prospectus and Statement of Additional
Information for the Fund (such prospectus and Statement of Additional
Information, as presently in effect, and all amendments and
supplements thereto are herein collectively called the "Prospectus").
The Adviser will furnish the Sub-Adviser from time to time with copies
of all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of the Trust's Board of
Trustees and the Adviser, the Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, all assets of the Fund and place
all orders for the purchase and sale of securities, all on behalf of the Fund.
In the performance of its duties, the Sub-Adviser will satisfy its fiduciary
duties to the Fund (as set forth in Section 8, below), and will monitor the
Fund's investments, and will comply with the provisions of the Trust's
Declaration of Trust and By-Laws, as amended from time to time, and the stated
investment objectives, policies and restrictions of the Fund. The Sub-Adviser
and the Adviser will each make its officers and employees available to the other
from time to time at reasonable times to review investment policies of the Fund
and to consult with each other regarding the investment affairs of the Fund. The
Sub-Adviser shall also make itself reasonably available to the Board of Trustees
at such times as the Board of Trustees shall request.
The Sub-Adviser represents and warrants that it is in compliance with all
applicable rules and regulations of the SEC pertaining to its investment
advisory activities and agrees that it:
(a) will use the same skill and care in providing such services as it
uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will conform with all applicable rules and regulations of the SEC
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for
the Fund either directly with the issuer or with any broker or dealer.
In placing orders with brokers or dealers, the Sub-Adviser will
attempt to obtain the best combination of prompt execution of orders
in an effective manner and at the most favorable price. Consistent
with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities to and from brokers
and dealers who provide the Sub-Adviser with research advice and other
services. In no instance will portfolio securities be purchased from
or sold to the Adviser, the Sub-Adviser, SEI Investments Distribution
Co. or any affiliated person of either the Trust, the
Adviser, SEI Investments Distribution Co. or the Sub-Adviser, except
as may be permitted under the 1940 Act;
(d) will report regularly to the Adviser and will make appropriate
persons available for the purpose of reviewing at reasonable times
with representatives of the Adviser and the Board of Trustees the
management of the Fund, including, without limitation, review of the
general investment strategy of the Fund, the performance of the Fund
in relation to standard industry indices, interest rate considerations
and general conditions affecting the marketplace and will provide
various other reports from time to time as reasonably requested by the
Adviser;
(e) will maintain books and records with respect to the Trust's
securities transactions and will furnish the Adviser and the Trust's
Board of Trustees such periodic and special reports as the Board of
Trustees or the Adviser may request;
(f) will act upon instructions from the Adviser not inconsistent with
the fiduciary duties hereunder; and
(g) will treat confidentially and as proprietary information of the
Trust all such records and other information relative to the Trust
maintained by the Sub-Adviser, and will not use such records and
information for any purpose other than performance of its
responsibilities and duties hereunder, except after prior notification
to and approval in writing by the Trust, which approval shall not be
unreasonably withheld and may not be withheld where the Sub-Adviser
may be exposed to civil or criminal contempt proceedings for failure
to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
The Sub-Adviser shall have the right to execute and deliver, or cause its
nominee to execute and deliver, all proxies and notices of meetings and other
notices affecting or relating to the securities of the Fund.
4. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Fund, on behalf of the Trust are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records upon the
Trust's request. The Sub-Adviser further agrees to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement.
6. COMPENSATION. For the services to be provided by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee
paid out of the advisory fee, at an annual rate of [X.XX]% on the first $50
million of the of the Fund's average daily net assets; [X.XX]% on the
next $50 million to $150 million of the Fund's average daily net assets, [X.XX]%
from $150 to $500 million of the Fund's average daily net assets, [X.XX]% for
the next $500 million to $1 billion of the Fund's average daily net assets, and
[X.XX]% of the Fund's average daily net assets over $1 billion. The minimum fee
is $XX,XXX. This fee will be computed daily and paid to the Sub-Adviser monthly.
7. SERVICES TO OTHERS. The Adviser understands, and has advised the Trust's
Board of Trustees, that the Sub-Adviser now acts, and may in the future act, as
an investment adviser to fiduciary and other managed accounts, and as investment
adviser, sub-investment adviser, and/or administrator to other investment
companies. The Adviser has no objection to the Sub-Adviser's acting in such
capacities, provided that whenever the Fund and one or more other investment
companies advised by the Sub-Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed by the Sub-Adviser to be equitable to each company. The
Adviser recognizes, and has advised the Trust's Board of Trustees, that in some
cases this procedure may adversely affect the size of the position that the Fund
may obtain in a particular security. In addition, the Adviser understands, and
has advised the Trust's Board of Trustees, that the persons employed by the
Sub-Adviser to assist in the Sub-Adviser's duties under this Agreement will not
devote their full time to such service and nothing contained in this Agreement
will be deemed to limit or restrict the right of the Sub-Adviser or any of its
affiliates to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature.
8. STANDARD OF CARE. Each of the Adviser and Sub-Adviser shall discharge
its duties under this Agreement with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. The parties recognize that
the opinions, recommendations and actions of Sub-Adviser will be based on advice
and information deemed to be reliable but not guaranteed by or to Sub-Adviser.
The federal securities laws impose liabilities under certain circumstances on
persons who act in good faith, and therefore nothing herein shall in any way
constitute a waiver or limitation of any rights which the Adviser may have
against Sub-Adviser under any federal securities laws based on negligence and
which cannot be modified in advance by contract.
9. INDEMNIFICATION. Each of the Adviser and Sub-Advisor agrees to indemnify
each other against any claim, loss or liability (including reasonable attorney's
fees) arising as a result of the failure to meet the standard of care set forth
in the first sentence of Paragraph 8 hereof.
10. DURATION AND TERMINATION. This Agreement will become effective as of
the date hereof provided that it has been approved by vote of a majority of the
outstanding voting securities of the Fund in accordance with the requirements
under the 1940 Act, and, unless sooner terminated as provided herein, will
continue in effect for two years.
Thereafter, if not terminated, this Agreement will continue in effect for
the Fund for successive periods of 12 months, each ending on the day preceding
the anniversary of the Agreement's effective date of each year, provided that
such continuation is specifically approved at least annually (a) by the vote of
a majority of those members of the Trust's Board of Trustees
who are not interested persons of the Trust, the Sub-Adviser, or the Adviser,
cast in person at a meeting called for the purpose of voting on such approval,
and (b) by the vote of a majority of the Trust's Board of Trustees or by the
vote of a majority of all votes attributable to the outstanding shares of the
Fund. Notwithstanding the foregoing, this Agreement may be terminated as to the
Fund at any time, without the payment of any penalty, on sixty (60) days'
written notice by the Adviser or by the Sub-Adviser. This Agreement will
immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities,"
"interested persons" and "assignment" have the same meaning of such terms in the
1940 Act.)
This Agreement will terminate automatically if the investment advisory
agreement between the Trust and the Adviser is terminated.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
12. 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 document.
13. CUSTODY. All securities and other assets of the Fund shall be
maintained with a custodian designated by the Adviser. The Sub-Adviser shall
have no responsibility or liability with respect to any custodial function.
14. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties hereto and will be governed by the laws of the state of Mississippi.
The Sub-Adviser shall notify the Adviser of any changes in its partners within a
reasonable time.
The names "The Advisors' Inner Circle Fund" and "Trustees of The Advisors'
Inner Circle Fund" refer respectively to the Trust created by, and the Trustees,
as trustees but not individually or personally, acting from time to time under,
the Declaration of Trust, to which reference is hereby made and a copy of which
is on file at the office of the Secretary of State of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed. The obligations of "The Advisors' Inner
Circle Fund" entered in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually but only in such capacities
and are not binding upon any of the Trustees, shareholders or representatives of
the Trust personally, but bind only the assets of the Trust. Persons dealing
with the Fund must look solely to the assets of the Trust belonging to the Fund
for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE ADVISORS' INNER CIRCLE FUND
By:
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Name:
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Title:
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SYNOVUS FUNDS INVESTMENT ADVISORS
By:
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Name:
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Title:
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XXXXXXXXX PRIEST CAPITAL, CO. INC.
By:
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Name:
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Title:
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