AMENDMENT TO
AGENCY AGREEMENT
THIS AMENDMENT TO AGENCY AGREEMENT (this "Amendment") is entered into as of
the 13 day of November, 2013 (the "Effective Date") by and between ADVISORS'
INNER CIRCLE FUND, a business trust existing under the laws of the Commonwealth
of Massachusetts, having its principal place of business at one Xxxxxxx Xxxxxx
Xxxx, Xxxx, Xxxxxxxxxxxx 00000 (the "Trust") and DST SYSTEMS, INC., a
corporation existing under the laws of the State of Delaware, having its
principal place of business at 000 Xxxx 00(xx) Xxxxxx, 0(xx) Xxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 ("DST").
WHEREAS, the Trust and DST entered into that certain Agency Agreement on
the 1st day of April, 2006 to be effective as of the 1(st) day of July, 2006 (as
previously amended, the "Agreement"). WHEREAS, the Trust and DST wish to amend
the terms of the Agreement as outlined below .
NOW, THEREFORE, in consideration of the mutual promises, undertakings,
covenants and conditions set forth herein, the Trust and DST agree as follows:
1. AMENDMENT TO AGREEMENT. With effect as of the Effective Date, the
reference to March 30, 2014 as the expiration of the initial term in Section 21
is hereby modified to be March 31(st), 2019 as the expiration of the initial
term.
2. EFFECT ON AGREEMENT. As of the Effective Date, this Amendment shall be
effective to amend the Agreement and to the extent of any conflict between the
Agreement and this Amendment, this Amendment supercedes and replaces the
Agreement.
3. EXECUTION IN COUNTERPARTS/FACSIMILE TRANSMISSION. This Amendment may be
executed in separate counterparts, each of which will be deemed to be an
original and all of which, collectively, will be deemed to constitute one and
the same Amendment. This Amendment may also be signed by exchanging facsimile
copies of this Amendment, duly executed, in which event the parties hereto will
promptly thereafter exchange original counterpart signed copies hereof.
4. TERMINOLOGY. The words "include", "includes" and "including" will be
deemed to be followed by the phrase "without limitation". The words "herein",
"hereof", "hereunder" and similar terms will refer to this Amendment unless the
context requires otherwise.
5. AGREEMENT IN FULL FORCE AND EFFECT. Except as specifically modified by
this Second Amendment, the terms and conditions of the Agreement shall remain in
full force and effect, and the Agreement, as amended by this Amendment, and all
of its terms, including, but not limited to any warranties and representations
set forth therein, if any, are hereby ratified and confirmed by the Trust and
DST as of the Effective Date.
6. CAPITALIZED TERMS. All capitalized terms used but not defined in this
Amendment will be deemed to be defined as set forth in the Agreement.
7. AUTHORIZATION. Each party hereby represents and warrants to the other
that the person or entity signing this Amendment on behalf of such party is duly
authorized to execute and deliver this
Amendment and to legally bind the party on whose behalf this Amendment is
signed to all of the terms, covenants and conditions contained in this
Amendment.
8. GOVERNING LAW. This Amendment shall be construed according to and
governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their duly authorized representatives as of the date first written
above.
ADVISORS' INNER CIRCLE FUND
By: /s/ Xxxxxx Xxxxxxxxxx
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Printed Name: Xxxxxx Xxxxxxxxxx
Title: VP & Secretary
DST SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxx
Title: Vice President