February 20, 2003
Re: Amendment to the Agency Agreement by and between/among the Advisors' Inner
Circle Fund and DST Systems, Inc. with respect to the USA PATRIOT Act (the
"Act")and The Anti-Money Laundering Program with respect to Mutual Funds
Adopted Thereunder by the Department of The Treasury (the "Regulations"),
31 CFR Part 103, RIN 1506-AA28
Dear Customer:
As you are aware the Act and the Regulations require mutual funds to establish
anti-money laundering ("AML") programs and to permit such mutual funds to
delegate certain of their obligations under the Act to their transfer or service
agents. In connection therewith, DST has implemented an anti-money laundering
program to specify the obligations under the Act and the Regulations that DST
shall accept on your behalf and to assist you to meet your obligations under the
Act and the Regulations. Accordingly, DST hereby, proposes to amend the Agency
Agreement between/among DST and you or each of your affiliated mutual funds, as
applicable, as follows:
The Section of each such Agency Agreement that provides for the "Operation of
the DST System" lists the procedures DST shall comply with in its performance of
services under the Agency Agreement. Such Section of the Agency Agreement is
hereby amended, as of the date first appearing herein, to add to the currently
existing items included within the definition of "Procedures", DST's "Anti Money
Laundering/Suspicious Activity Program" (the "Program"), a current copy of which
is enclosed. As with all of its Procedures, DST reserves the right to make
changes thereto as experience suggests alternative and better ways to perform
the affected function.
DST shall, upon your execution of this document, be responsible for performing
and complying on your behalf with these Procedures in accordance with the terms
and conditions set forth in the Agency Agreement. DST shall do so at no
additional charge to you at this time if you accept the Program Procedures as
set forth and this Amendment as is. However, DST reserves the right to impose a
charge for such services, the amount thereof to be negotiated and mutually
agreed to, if (1) its experience when administering the Program proves more
burdensome than currently anticipated, (2) if modifications to DST's currently
proposed Procedures are sought, or (3) if new regulations impose additional
duties.
DST acknowledges that DST's agreement in the Agency Agreement to permit the
examination of its activities by duly authorized federal examiners is intended
to extend to, and shall extend to, permitting such federal examiners "to obtain
information and records relating to DST's anti-money laundering program and to
inspect DST's operations for purposes of the Program." Of course, your rights
under the Agency Agreement to audit or examine DST and its operations are
unaffected by this amendment except that such right shall extend to DST's
performance of DST's obligations under the Program.
However, certain of the obligations imposed by the Act are not reasonably
capable of performance by a transfer agent, but are more properly the province
of the mutual fund itself or one of its other, affiliated or unaffiliated,
service providers. Accordingly, notwithstanding the foregoing, DST's obligations
shall be solely as is set forth herein and in the Program Procedures, as
amended, and any of your obligations under the Act and Regulations that DST has
not agreed to perform on your behalf in this Amendment shall remain your sole
obligation.
The Agency Agreement is hereby amended as provided above. Except as modified by
the foregoing, the Agency Agreement remains in full force and effect.
Sincerely,
DST SYSTEMS. INC.
By:
/s/XXXXX XXXXX
Name: Xxxxx Xxxxx
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Title: Client Relations Manager
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ACCEPTED AND AGREED TO:
ADVISORS' INNER CIRCLE FUND
/s/ Xxxxxxx X. Xxxxxxx
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(Signatory of Authorized Signer)
Xxxxxxx X. Xxxxxxx
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(Printed Name of Signer)
V.P
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(Title of Signer)
4/7/03
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(Date of Execution)
