SUPPLEMENTAL AGREEMENT TO
ANTI-MONEY LAUNDERING AMENDMENT
WHEREAS, PFPC Inc. ("PFPC") and Xxxxxxxxx Tax-Free Trust (the "Fund") have
entered into an Anti-Money Laundering Amendment (the "Amendment") dated October
23, 2002, which amends the Transfer Agency Agreement between PFPC and the Fund;
and
WHEREAS, PFPC and the Fund wish to clarify the scope of the Amendment by
entering into this Supplemental Agreement;
NOW THEREFORE, PFPC and the Fund agree as follows:
The Amendment does not apply to Section 326 (i.e., Customer Identification
Procedures ("CIP")) of the PATRIOT Act (or other sections other than
Section 352) or regulations promulgated thereunder. If the parties agree in
the future that PFPC will provide services to help the Fund satisfy its
obligations under regulations promulgated under Section 326, fees for such
services ("CIP Fees") shall not exceed, on a per covered account or
shareholder or volume basis or any other basis upon which PFPC charges CIP
Fees, the median fees charged by PFPC among all of PFPC's full-service
transfer agency clients paying CIP Fees. The parties recognize that PFPC
intends to have a standard fee schedule for CIP Fees charged to its
full-service transfer agency clients, and that the language in the
immediately preceding sentence is necessary in lieu of language operating
similar to a "Most Favored Nation" clause because, notwithstanding this
intention, PFPC may be prohibited from charging certain clients for CIP
services.
This Supplemental Agreement contains the entire understanding between the
parties with respect to the issues contemplated hereby. Except as expressly set
forth herein, the Amendment shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Agreement
to be executed by their duly authorized officers, as of the day and year first
above written.
XXXXXXXXX TAX-FREE TRUST
By: ____________________________________
Name:
Title:
PFPC INC.
By: ____________________________________
Name:
Title:
