THE ADVISORS' INNER CIRCLE FUND
INVESTMENT ADVISORY AGREEMENT
THE SYNOVUS FUNDS
AGREEMENT made this 13th day of August, 2001, by and between The Advisors'
Inner Circle Fund, a Massachusetts business trust (the "Trust"), and Synovus
Funds Investment Advisors, a separate division of Synovus Trust Company, a
Georgia corporation (the "Adviser").
WHEREAS, the Trust is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended, (the
"1940 Act") consisting of several series of shares, each having its own
investment policies; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management services with respect to such portfolios listed in Schedule A as the
Trust and the Adviser may agree upon (the "Portfolios"), and the Adviser is
willing to render such services:
NOW, THEREFORE, in consideration of mutual covenants herein contained, the
parties hereto agree as follows:
1. Duties of the Adviser. The Trust employs the Adviser to (a) manage
the investment and reinvestment of the assets, (b) to continuously
review, supervise, and administer the investment program of the
Portfolios, (c) to determine, in its discretion and without prior
consultation, the securities or investment instruments to be
purchased, sold, lent or otherwise traded, (d) to provide the Trust,
and any other agent designated by the Trust, with records concerning
the Adviser's activities which the Trust is required to maintain and
(e) to provide other reports reasonably requested by the Trust's
administrator or the Trust's Officers and Board of Trustees concerning
the Adviser's discharge of the foregoing responsibilities.
The Adviser shall discharge the foregoing responsibilities subject to
the control of the Board of Trustees of the Trust and in compliance
with (x) such policies as the Trustees may from time to time establish
and communicate in writing to the Adviser, (y) the objectives,
policies, and limitations for each Portfolio set forth in its
respective prospectus and statement of additional information, which
may be amended from time to time, and (z) applicable laws and
regulations.
The Adviser accepts such employment and agrees, at its own expense, to
render the services and to provide the office space, furnishings and
equipment and the personnel required by it to perform the services on
the terms and for the compensation provided herein.
2. Portfolio Transactions. The Adviser shall place all orders for the
purchase and sale of portfolio securities for the Portfolios with
brokers or dealers selected by
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the Adviser, which may include brokers or dealers affiliated with the
Adviser. The Adviser shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the
Portfolios and at commission rates which are reasonable in relation to
the benefits received. In selecting brokers or dealers qualified to
execute a particular transaction, brokers or dealers may be selected
who also provide brokerage and research services (as those terms are
defined in Section 28(e) of the Securities Exchange Act of 1934) to
the Portfolios and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion. The Adviser is authorized
to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction which is
in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Adviser determines
in good faith that such amount of commission is reasonable in relation
to the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to the Portfolios and/or
other accounts over which they exercise investment discretion. The
Adviser will promptly communicate to the Trust, and any agent
designated by the Trust such information relating to portfolio
transactions as they may reasonably request.
It is understood that the Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Trust or be in
breach of any obligation owing to the Trust under this Agreement, or
otherwise, by reason of its having directed a securities transaction
on behalf of the Trust to a broker-dealer in compliance with the
provisions of Section 28(e) of the Securities Exchange Act of 1934 or
as described from time to time by the Portfolios' Prospectuses and
Statement of Additional Information.
3. Compensation of the Adviser. For the services to be rendered by the
Adviser as provided in Sections 1 and 2 of this Agreement, the Trust
shall pay to the Adviser compensation at the rate specified in
Schedule A, which is attached hereto and made a part of this
Agreement. Such compensation shall be paid to the Adviser at the end
of each month, and calculated by applying a daily rate, based on the
annual percentage rates as specified in the attached Schedule A, to
the assets. The fee shall be based on the average daily net assets
for the month involved.
All rights of compensation under this Agreement for services performed
as of the termination date shall survive the termination of this
Agreement.
4. Other Expenses. The Adviser shall pay all expenses, not otherwise
paid by third parties, of printing and mailing reports, prospectuses,
statements of additional information, and sales literature relating to
the solicitation of prospective clients. The Trust shall pay all
expenses relating to mailing to existing shareholders prospectus(es),
statement(s) of additional information, proxy solicitation material
and shareholder reports.
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5. Excess Expenses. If the expenses for any Portfolio for any fiscal
year (including fees and other amounts payable to the Adviser, but
excluding interest, taxes, brokerage costs, litigation, and other
extraordinary costs) as calculated every business day would exceed the
expense limitations imposed on investment companies by any applicable
statute or regulatory authority of any jurisdiction in which shares of
a Portfolio are qualified for offer and sale, the Adviser shall bear
such excess cost.
However, the Adviser will not bear expenses of any Portfolio which
would result in the Portfolio's inability to qualify as a regulated
investment company under provisions of the Internal Revenue Code.
Payment of expenses by the Adviser pursuant to this Section 5 shall be
settled on a monthly basis (subject to fiscal year end reconciliation)
by a reduction in the fee payable to the Adviser for such month
pursuant to Section 3 and, if such reduction shall be insufficient to
offset such expenses, by reimbursing the Trust.
6. Reports. The Trust and the Adviser agree to furnish to each other, if
applicable, current prospectuses, proxy statements, reports to
shareholders, certified copies of their financial statements, and such
other information with regard to their affairs as each may reasonably
request.
7. Status of the Adviser. The services of the Adviser to the Trust are
not to be deemed exclusive, and the Adviser shall be free to render
similar services to others so long as its services to the Trust are
not, during the term of this Agreement, materially impaired thereby.
The Adviser shall be deemed to be an independent contractor and shall,
unless otherwise expressly provided or authorized, have no authority
to act for or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
8. Certain Records. Any records required to be maintained and preserved
pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated
under the 1940 Act which are prepared or maintained by the Adviser on
behalf of the Trust are the property of the Trust and will be
surrendered promptly to the Trust on request.
9. Limitation of Liability of the Adviser. The duties of the Adviser
shall be confined to those expressly set forth herein, and no implied
duties are assumed by or may be asserted against the Adviser
hereunder. The Adviser shall not be liable for any error of judgment
or mistake of law or for any loss arising out of any investment or for
any act or omission in carrying out its duties hereunder, except a
loss resulting from willful misfeasance, bad faith or gross negligence
in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be
provided under provisions of applicable state law or Federal
securities law which cannot be waived or modified hereby. (As used in
this Paragraph 9, the term "Adviser" shall include directors,
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officers, employees and other corporate agents of the Adviser as well
as that corporation itself).
10. Permissible Interests. Trustees, agents, and shareholders of the
Trust are or may be interested in the Adviser (or any successor
thereof) as directors, partners, officers, or shareholders, or
otherwise; directors, partners, officers, agents, and shareholders of
the Adviser are or may be interested in the Trust as Trustees,
shareholders or otherwise; and the Adviser (or any successor) is or
may be interested in the Trust as a shareholder or otherwise. In
addition, brokerage transactions for the Trust may be effected through
affiliates of the Adviser to the extent permitted by applicable law
and any procedures approved by the Board of Trustees of the Trust.
11. License of the Adviser's Name. The Adviser hereby agrees to grant a
limited-purpose, non-exclusive, world-wide license to the Trust for
use of its name in the names of the Portfolios for the term of this
Agreement and such license shall terminate upon termination of this
Agreement.
12. Duration, Amendment and Termination. This Agreement, unless sooner
terminated as provided herein, shall remain in effect until two years
from date of execution, and thereafter, for periods of one year so
long as such continuance thereafter is specifically approved at least
annually (a) by the vote of a majority of those Trustees of the Trust
who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of
voting on such approval, and (b) by the Trustees of the Trust or by
vote of a majority of the outstanding voting securities of each
Portfolio; provided, however, that if the shareholders of any
Portfolio fail to approve the Agreement as provided herein, the
Adviser may continue to serve hereunder in the manner and to the
extent permitted by the 1940 Act and rules and regulations thereunder.
The foregoing requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission.
This Agreement may be terminated as to any Portfolio at any time,
without the payment of any penalty by vote of a majority of the Board
of Trustees of the Trust or by vote of a majority of the outstanding
voting securities of the Portfolio on not less than 30 days nor more
than 60 days written notice to the Adviser, or by the Adviser at any
time without the payment of any penalty, on 90 days written notice to
the Trust. This Agreement will automatically and immediately
terminate in the event of its assignment. Any notice under this
Agreement shall be given in
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writing, addressed and delivered, or mailed postpaid, to the other
party at any office of such party.
As used in this Section 11, the terms "assignment," "interested
persons," and a "vote of a majority of the outstanding voting
securities" shall have the respective meanings set forth in the 1940
Act and the rules and regulations thereunder; subject to such
exemptions as may be granted by the Commission under said Act.
14. Change in the Adviser's Ownership. The Adviser agrees that it shall
notify the Trust of any change in the ownership of the Adviser within
a reasonable time after such change.
15. Notice. Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice
to the other party at the last address furnished by the other party to
the party giving notice: if to the Trust, at Xxx Xxxxxxx Xxxxxx Xxxx,
Xxxx, XX 00000 and if to the Adviser, at X.X. Xxx 00000, Xxxxxxxx, XX
00000-0000.
16. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
17. Governing Law. This Agreement shall be governed by the internal laws
of the Commonwealth of Massachusetts, without regard to conflict of
law principles; provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
A copy of the Agreement and Declaration of Trust of the Trust is on file with
the Secretary of the Commonwealth of Massachusetts, and notice is hereby given
that this instrument is executed on behalf of the Trustees of the Trust as
Trustees, and is not binding upon any of the Trustees, officers, or shareholders
of the Trust individually but binding only upon the assets and property of the
Trust.
No portfolio of the Trust shall be liable for the obligations of any other
portfolio of the Trust. Without limiting the generality of the foregoing, the
Adviser shall look only to the assets of the Portfolios for payment of fees for
services rendered to the Portfolios.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of the day and year first written above.
THE ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Attest: /s/ Xxxx Xxxxxxxx
-----------------
SYNOVUS FUNDS INVESTMENT ADVISORS
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Attest: /s/ Xxxxxxx XxXxxxx, Xx.
------------------------
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Schedule A
to the
Investment Advisory Agreement
between
The Advisors' Inner Circle Fund
and
Synovus Funds Investment Advisors
Pursuant to Article 3, the Trust shall pay the Adviser compensation at an annual
rate as follows:
Portfolio Fee
--------- ---
Large Cap Core Equity Fund 0.60%
Mid Cap Value Fund 0.75%
Intermediate-Term Bond Fund 0.45%
Georgia Municipal Bond Fund 0.45%
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