AMENDMENT TO AGENCY AGREEMENT
This Amendment is made and entered into this 1st day of July, 2001 by
and between LIBERTY FUNDS SERVICES, INC., a Massachusetts corporation ("LFS")
and LIBERTY-XXXXX XXX FUNDS TRUST, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust and LFS previously entered into an Agency Agreement
dated February 14, 1997, as amended (the "Agreement"); and
WHEREAS, the parties desire to amend Schedule A (regarding
compensation) and Schedule B (regarding series of the Trust that are covered by
the Agreement).
NOW, THEREFORE, in consideration of the mutual covenants and agreements
of the parties hereto as herein set forth, the parties covenant and agree as
follows:
1. Schedule A of the Agreement is amended and restated in its
entirety as follows:
Each Fund that is a series of a Trust shall pay LFS for the services to
be provided by LFS under the Agreement an amount equal to the sum of
the following:
1. The Fund's Share of LFS Compensation; PLUS
2. A transaction fee of $1.40 per Transaction occurring in Fund
Accounts during any month; PLUS
3. An account fee for Open Accounts of $4.00 per annum; PLUS
4. An account fee for Closed Accounts of $1.50 per annum; PLUS
5. The Fund's Allocated Share of LFS Reimbursable Out-of-Pocket
Expenses.
Also, LFS shall be able to recover from the Funds, in the same manner
it charges for LFS Reimbursable Out-of-Pocket Expenses, fees payable to
DST under the remote services agreement with DST and one-time expenses
incurred during the conversion from CTRAN to DST. Such expenses will be
recovered at a rate of 1/24th per month.
All determinations hereunder shall be in accordance with generally
accepted accounting principles and subject to audit by the Funds'
independent accountants.
Definitions
"Allocated Share" for any month means that percentage of LFS
Reimbursable Out-of-Pocket Expenses which would be allocated
to the Fund for such month in accordance with the methodology
described in Exhibit 1 hereto.
"Closed Account" is any account on the books of LFS
representing record ownership of shares of a Fund which as of
the first day of any calendar month has a share balance of
zero and does not meet account purge criteria. The Closed
Account fee shall be payable on a monthly basis, in an amount
equal to 1/12 the per annum charge.
"LFS Reimbursable Out-of-Pocket Expenses" means (i)
out-of-pocket expenses incurred on behalf of the Fund by LFS
for stationery, forms, postage and similar items, (ii)
networking account fees paid to dealer firms by LFS on
shareholder accounts established or maintained pursuant to the
National Securities Clearing Corporation's networking system,
which fees are approved by the Trustees from time to time and
(iii) fees paid by LFS or its affiliates to third-party dealer
firms or transfer agents that maintain omnibus accounts with a
Fund in respect of expenses similar to those referred to in
clause (i) above, to the extent the Trustees have approved the
reimbursement by the Fund of such fees.
"Distributor Fees" means the amount due LFS pursuant to any
agreement with the Fund's principal underwriter for
processing, accounting and reporting services in connection
with the sale of shares of the Fund.
"Fund" means each of the open-end investment companies advised
or administered by CMA that are series of the Trusts which are
parties to the Agreement.
"Fund Accounts" means all Open Accounts and all Closed
Accounts.
"Fund's Share of LFS Compensation" for any month means 1/12 of
an amount equal to 0.06 percent of the average daily closing
value of the total net assets of the Fund for such month.
"Open Accounts" is any account on the books of LFS
representing record ownership of shares of a Fund which as of
the first day of any calendar month has a share balance
greater than zero. The Open Account fee shall be payable on a
monthly basis, in an amount equal to 1/12 the per annum
change.
"Transaction" means any activity that has occurred relating to
any Fund Account, including all debits and credits to account
balances as well as maintenance and service activities
performed with respect to such Fund Account in any month.
2. Schedule B of the Agreement is amended and restated in its
entirety in the form attached hereto.
LIBERTY-XXXXX XXX FUNDS TRUST
By: /s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Secretary
LIBERTY FUNDS SERVICES, INC.
By: /s/Xxxx X. XxXxxxxx
Xxxx X. XxXxxxxx, President
EXHIBIT 1
METHODOLOGY OF ALLOCATING LFS
REIMBURSABLE OUT-OF-POCKET EXPENSES
1. LFS Reimbursable Out-of-Pocket Expenses are allocated to the Funds as
follows:
A. Identifiable Based on actual services performed and
invoiced to a Fund.
B. Unidentifiable Allocation will be based on three evenly
weighted factors.
- number of shareholder
accounts
- number of transactions
- average assets
Schedule B
The Series of the Trust covered by the Agreement are as follows:
LIBERTY-XXXXX XXX FUNDS TRUST
Xxxxx Xxx Institutional Client High Yield Fund
