AMENDMENT DATED MAY 18, 2004
TO INVESTMENT SUB-ADVISORY AGREEMENT DATED AUGUST 13, 2001
THIS AMENDMENT (the "Amendment") to the Investment Sub-Advisory
Agreement dated August 13, 2001 by and between The Advisors' Inner Circle Fund
(the "Trust"), a Massachusetts business trust, Synovus Investment Advisors, Inc.
(the "Adviser"), a Georgia corporation and Xxxxxxxxx Priest & Sloane Capital
Management, LLC (the "Sub-Adviser"), a New York corporation is entered into as
of the 18th day of May, 2004.
WHEREAS, the Trust, the Adviser and the Sub-Adviser entered into the
Investment Sub-Advisory Agreement dated as of the 13th day of August, 2001 (the
"Agreement"); and
WHEREAS, the Trust, the Adviser and the Sub-Adviser 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. AMENDMENT TO SECTION 6 OF THE AGREEMENT. Section 6 of the Agreement
is hereby amended as set forth below:
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, of 0.50% of the average net assets up to $50
million; 0.40% of the average net assets on the next $50 million; and 0.25% of
the average net assets in excess of $100 million. This fee will be paid at least
quarterly.
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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their
duly authorized representatives as of the day and year first written above.
THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
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Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
SYNOVUS INVESTMENT ADVISORS, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
XXXXXXXXX PRIEST & SLOANE CAPITAL MANAGEMENT, LLC
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Managing Partner
