AMENDMENT TO THE AGENCY AGREEMENT
DATED AS OF DECEMBER 1, 2001,
BY AND BETWEEN FIRST EAGLE SOGEN FUNDS, INC.,
A MARYLAND CORPORATION, FIRST EAGLE FUNDS,
A DELAWARE BUSINESS TRUST, AND DST SYSTEMS, INC.,
A DELAWARE CORPORATION
THIS AMENDMENT is made as of the close of business December 31, 2002
(the "Effective Date") by and among FIRST EAGLE FUNDS, INC., a Maryland
corporation ("First Eagle- Maryland"), and FIRST EAGLE VARIABLE FUNDS, INC., a
Maryland corporation (each the "Fund") and DST SYSTEMS, INC. ("DST"), a Delaware
corporation (the "Amendment"), to that Agency Agreement, dated as of December 1,
2001, by and between FIRST EAGLE SOGEN FUNDS, INC., a Maryland corporation,
FIRST EAGLE FUNDS, a Delaware business trust, each having its principal place of
business at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 (the "Fund"), and
DST SYSTEMS, INC., a Delaware corporation (the "Agreement").
WHEREAS, DST has been advised that, as a result of a restructuring of the
business of the First Eagle Funds and First Eagle SoGen Funds by the funds'
management company, Xxxxxxx and X. Xxxxxxxxxxxx Advisers, Inc., which
restructuring is currently underway, effective the close of business December
31, 2002 , the name of First Eagle SoGen Funds, Inc., a Maryland corporation,
will change to First Eagle Funds, Inc., a Maryland corporation ("First Eagle-
Maryland"), and that First Eagle- Delaware will liquidate following the
consolidation of its sole investment series with First Eagle- Maryland, and,
thereafter, will operate as a single entity; and that, additionally, effective
February 3, 2003, First Eagle Variable Funds, Inc., a Maryland corporation, will
transition existing transfer agency operations from State Street Bank and Trust
(Kansas City) to DST Systems, Inc. and, at that time, will become a party to the
Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Agreement and for other good and sufficient consideration,
receipt of which each party hereby acknowledges, DST and each Fund each hereby
agree as follows:
1. Effective as of the close of business December 31, 2002 the
Fund formerly styled First Eagle SoGen Funds, Inc., which is a
Maryland corporation, shall thereafter be styled First Eagle-
Maryland and, thereafter, the Agreement, in relevant part,
shall be between DST and First Eagle- Maryland.
2. Effective as of the close of business December 31, 2002 , this
Agreement shall terminate as to the First Eagle- Delaware, and
the accounts formerly serviced as accounts invested in shares
of First Eagle- Delaware will become accounts invested in
shares of First Eagle- Maryland.
3. Effective as of February 3, 2003 First Eagle Variable Funds,
Inc. shall become a party to this Agreement with the same
rights, duties, responsibilities and obligations as those
applicable to First Eagle- Maryland.
Except as amended hereby, the Agreement remains in full force and effect. In the
event of conflict between this Amendment and the Agreement, the terms and
provisions of this Amendment shall prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly authorized
officers and as of the day and year first above written.
FIRST EAGLE FUNDS, INC. DST SYSTEMS, INC.
By: Xxxxxx Xxxxx By:____________________________________
Title: Senior Vice President Title:_________________________________
Date: January 3, 2003 Date:__________________________________
FIRST EAGLE VARIABLE FUNDS, INC.
By: Xxxxxx Xxxxx
Title: Senior Vice President
Date: January 3, 2003
First Eagle Amendment 12-10-02
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