1
EXHIBIT 99.B9(b)
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.
▇▇▇▇▇▇ TOTAL RETURN FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Title: Vice President
-------------------------------
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Title: Executive Vice President
-------------------------------
2
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.
-----------------
* 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.
3
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
Initial Portfolio No Limit .33%