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EX-99.B9(b)
SUPPLEMENT TO AGENCY AGREEMENT
SUPPLEMENT TO AGENCY AGREEMENT
Supplement to Agency Agreement ("Supplement") made as of
April 1, 1995 and between the registered investment company
executing this document (the "Fund") and Investors Fiduciary
Trust Company ("Agent").
WHEREAS, the Fund and Agent are parties to an Agency
Agreement ("Agency Agreement"), as supplemented from time to
time;
WHEREAS, Section 5.A. of the Agency Agreement provides that
the fees payable by the Fund to Agent thereunder shall be as set
forth in a separate schedule to be agreed to by the Fund and
Agent; and
WHEREAS, the parties desire to reflect in this Supplement
the revised fee schedule for the Agency Agreement as in effect as
of the date hereof;
NOW THEREFORE, in consideration of the premises and the
mutual covenants herein provided, the parties agree as follows:
1. The revised fee schedule for services provided by Agent
to the Fund under the Agency Agreement as in effect as of the
date hereof is set forth in Exhibit A attached hereto.
2. This Supplement shall become a part of the Agency
Agreement and subject to its terms and shall supersede all
previous fee schedules under such agreement as of the date
hereof.
IN WITNESS WHEREOF, the Fund and Agent have duly executed
this Supplement as of the day and year first set forth above.
XXXXXX NATIONAL TAX-FREE INCOME SERIES
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
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INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Executive Vice President
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EXHIBIT A
FEE SCHEDULE (MULTIPLE CLASSES OF SHARES)
TRANSFER AGENCY FUNCTION FEE PAYABLE BY FUND
CLASS A, C AND I CLASS B
1. Annual open shareholder
account fee (per year per
account).
a. Non-daily dividend series. $6.00 $6.00
b. Daily dividend series. $8.00 $8.00
2. Annual closed shareholder account
fee (per year per account). $6.00 $6.00
3. Contingent deferred sales charge Not
account fee (per year per open Applicable $2.25
account).
4. Establishment of new shareholder
account (per new account). $4.00 $4.00
5. Payment of dividend (per dividend
per account). $ .40 $ .40
6. Automated transaction (per
transaction).** $ .50 $ .50
7. Non-monetary transactions fee (per
year per open account). $2.00 $2.00
8. All other shareholder inquiry,
correspondence and research trans-
actions (per transaction). $1.25 $1.25
The out-of-pocket expenses of IFTC will be reimbursed by Fund in
accordance with the provisions of Section 5 of the Agency
Agreement. All fees will be subject to offset by earnings
allowances under the Custody Agreement between Fund and IFTC.
The attached Transfer Agency Fee Schedule Supplement is a part of
this Exhibit A.
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* The new shareholder account fee is not applicable to Class A
Share accounts established in connection with a conversion
from Class B Shares.
** Automated transaction includes, without limitation, money
market series purchases and redemptions, ACH purchases,
systematic exchanges and conversions from Class B Shares to
Class A Shares.
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TRANSFER AGENCY FEE SCHEDULE SUPPLEMENT
For purposes of the following limitation, "Class Expenses" are
expenses identified as attributable to a particular class of the
Fund and charged directly to the class. Class Expenses are
limited to the following: registration fees, directors' or
trustees' fees, expenses of periodic meetings of directors,
trustees or shareholders, transfer agency fees, legal and
accounting fees (other than fees for income tax return
preparation or income tax advice), and costs of shareholder
communications required by law (e.g., the preparation and mailing
of prospectuses and proxy statements). Class Expenses
specifically do not include Rule 12b-1 fees and administrative
service fees. Transfer agency fees and expenses will be limited
for any class of the Fund to the extent necessary to ensure that
the Class Expenses allocated to each share of a class of the Fund
for a fiscal year will differ from the Class Expenses allocated
to each share of any other class of the Fund by less than 50
basis points (.50%) of the average daily net asset value per
share of the class of shares with the smallest average net asset
value (adjusted as necessary for classes in effect for a partial
year). For a Fund with multiple series, the foregoing shall be
applied to each series separately.
In addition, transfer agency fees and expenses (as a percentage
of average daily net assets) for any fiscal year will be limited
as follows:
SERIES NAME CLASS B SHARES CLASS C
SHARES
Xxxxxx Municipal .11% .08%
Bond Fund
Xxxxxx Intermediate .19% .14%
Municipal Bond Fund
