Exhibit (h)(3)
SUPPLEMENT TO SERVICES AGREEMENT
Supplement to the Services Agreements between INVESTORS FIDUCIARY TRUST
COMPANY ("IFTC") and ▇▇▇▇▇▇ SERVICE COMPANY ("KSvC").
WHEREAS, IFTC and each Fund listed on the Attachment hereto (each a
"Fund") and IFTC are parties to an Agency Agreement, as supplemented from time
to time (each an "Agency Agreement");
WHEREAS, IFTC and KSvC are parties to certain Services Agreements, as
supplemented from time to time, pursuant to which KSvC has agreed to assume and
perform the duties and responsibilities of IFTC under each Agency Agreement;
WHEREAS, Section 7 of each Services Agreement provides that the fees
payable by IFTC to KSvC thereunder shall be as set forth in a separate schedule
to be agreed upon by IFTC and KSvC; and
WHEREAS, the parties desire to reflect in this Supplement the revised
fee schedule for each Services Agreement as in effect as of January 1, 1999;
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 KSvC for each Fund
under each respective Services Agreement as in effect on January 1, 1999, is set
forth in Exhibit A hereto;
2. This Supplement shall become a part of each respective Services
Agreement and subject to its terms and shall supersede all previous fee
schedules under such Agreement as of the date hereof.
INVESTORS FIDUCIARY TRUST COMPANY
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: EXECUTIVE VICE PRESIDENT
▇▇▇▇▇▇ SERVICE COMPANY
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
ATTACHMENT
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Investors Fund Series
▇▇▇▇▇▇ Blue Chip Portfolio
▇▇▇▇▇▇ Contrarian Value Portfolio
▇▇▇▇▇▇ Global Blue Chip Portfolio
▇▇▇▇▇▇ Global Income Portfolio
▇▇▇▇▇▇ Government Securities Portfolio
▇▇▇▇▇▇ Growth Portfolio
▇▇▇▇▇▇ High Yield Portfolio
▇▇▇▇▇▇ Horizon 5 Portfolio
▇▇▇▇▇▇ Horizon 10+ Portfolio
▇▇▇▇▇▇ Horizon 20+ Portfolio
▇▇▇▇▇▇ International Growth And Income Portfolio
▇▇▇▇▇▇ International Portfolio
▇▇▇▇▇▇ Investment Grade Bond Portfolio
▇▇▇▇▇▇ Money Market Portfolio
▇▇▇▇▇▇ Small Cap Growth Portfolio
▇▇▇▇▇▇ Small Cap Value Portfolio
▇▇▇▇▇▇ Total Return Portfolio
▇▇▇▇▇▇ Value+Growth Portfolio
▇▇▇▇▇▇-▇▇▇▇▇▇ Financial Services Portfolio
▇▇▇▇▇▇-▇▇▇▇▇▇ High Return Equity Portfolio
▇▇▇▇▇▇ Adjustable Rate U. S. Government Fund
▇▇▇▇▇▇ Aggressive Growth Fund
▇▇▇▇▇▇ Asian Growth Fund
▇▇▇▇▇▇ Blue Chip Fund
▇▇▇▇▇▇ Diversified Income Fund
▇▇▇▇▇▇ Europe Fund
▇▇▇▇▇▇ Global Income Fund
▇▇▇▇▇▇ Growth Fund
▇▇▇▇▇▇ High Income Trust
▇▇▇▇▇▇ High Yield Series
▇▇▇▇▇▇ High Yield Fund
▇▇▇▇▇▇ High Yield Opportunity Fund
▇▇▇▇▇▇ Horizon Fund
▇▇▇▇▇▇ Horizon 20+ Portfolio
▇▇▇▇▇▇ Horizon 10+ Portfolio
▇▇▇▇▇▇ Horizon 5 Portfolio
▇▇▇▇▇▇ Income and Capital Preservation Fund
▇▇▇▇▇▇ Intermediate Government Trust
▇▇▇▇▇▇ International Fund
▇▇▇▇▇▇ Multi-Market Income Trust
▇▇▇▇▇▇ Municipal Income Trust
▇▇▇▇▇▇ National Tax-Free Income Series
▇▇▇▇▇▇ Municipal Bond Fund
▇▇▇▇▇▇ Intermediate Municipal Bond Fund
▇▇▇▇▇▇ Portfolios
Kemper Cash Reserves Fund
▇▇▇▇▇▇ U.S. Mortgage Fund
▇▇▇▇▇▇ Short-Intermediate Government Fund
▇▇▇▇▇▇ Quantitative Equity Fund
▇▇▇▇▇▇ Small Capitalization Equity Fund
▇▇▇▇▇▇ State Tax-Free Income Series
▇▇▇▇▇▇ California Tax-Free Income Fund
▇▇▇▇▇▇ Florida Tax-Free Income Fund
▇▇▇▇▇▇ New York Tax-Free Income Fund
▇▇▇▇▇▇ Ohio Tax-Free Income Fund
▇▇▇▇▇▇ Strategic Income Fund
▇▇▇▇▇▇ Strategic Municipal Income Trust
▇▇▇▇▇▇ Target Equity Fund
▇▇▇▇▇▇ Retirement Fund - Series I
▇▇▇▇▇▇ Retirement Fund - Series II
▇▇▇▇▇▇ Retirement Fund - Series III
▇▇▇▇▇▇ Retirement Fund - Series IV
▇▇▇▇▇▇ Retirement Fund - Series V
▇▇▇▇▇▇ Retirement Fund - Series VI
▇▇▇▇▇▇ Retirement Fund - Series VII
▇▇▇▇▇▇ Worldwide 2004 Fund
2
▇▇▇▇▇▇ Technology Fund
▇▇▇▇▇▇ Total Return Fund
▇▇▇▇▇▇ U.S. Government Securities Fund
▇▇▇▇▇▇ Value Plus Growth Fund
▇▇▇▇▇▇ Value Series, Inc.
▇▇▇▇▇▇ Contrarian Fund
▇▇▇▇▇▇-▇▇▇▇▇▇ High Return Equity Fund
▇▇▇▇▇▇ Small Cap Value Fund
Zurich Money Funds
Zurich Money Market Fund
Zurich Government Money Fund
Zurich Tax-Free Money Fund
Zurich YieldWise Funds
Zurich YieldWise Money Fund
Zurich YieldWise Government Money Fund
Zurich YieldWise Municipal Money Fund
As of: January 1, 1999
3
EXHIBIT A
FEE SCHEDULE EFFECTIVE AS OF JANUARY 1, 1999
--------------------------------------------
For all accounts except ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retirement Services: ▇▇▇▇▇▇ KemFlex
A Shares B Shares C Shares I Shares ZMF, ZYF
-------- -------- -------- -------- --------
Per Account Fee (in $)
Annual Open Account Fee
Equity 10.00 10.00 10.00 10.00
Taxable Bond 14.00 14.00 14.00 14.00
Tax-Free Bond 14.00 14.00 14.00 14.00
Zurich Money Funds and 10.00
Zurich YieldWise Funds
CDSC Fee N/A 2.00 N/A N/A N/A
New Accounts Fee*
Equity 5.00 5.00 5.00 5.00
Taxable Bond 5.00 5.00 5.00 5.00
Tax-Free Bond 5.00 5.00 5.00 5.00
Zurich Money Funds and 5.00
Zurich YieldWise Funds
Asset Based Fee (in bps)
Equity 8 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Taxable Bond 5 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Tax-Free Bond 2 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ ▇▇
▇▇▇▇▇▇ Money Funds and 5 bp
Zurich YieldWise Funds
FEE SCHEDULE EFFECTIVE AS OF JANUARY 1, 1999
--------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Retirement Services: ▇▇▇▇▇▇ KemFlex
A Shares B Shares C Shares I Shares ZMF, ZYF
-------- -------- -------- -------- --------
Per Account Fee (in $)
Annual Open Account Fee
Equity 18.00 18.00 18.00 18.00
Taxable Bond 23.00 23.00 23.00 23.00
Tax-Free Bond 23.00 23.00 23.00 23.00
Zurich Money Funds and 10.00
Zurich YieldWise Funds
CDSC Fee N/A 2.00 N/A N/A N/A
New Accounts Fee*
Equity 5.00 5.00 5.00 5.00
Taxable Bond 5.00 5.00 5.00 5.00
Tax-Free Bond 5.00 5.00 5.00 5.00
Zurich Money Funds and 5.00
Zurich YieldWise Funds
Asset Based Fee (in bps)
Equity 8 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Taxable Bond 5 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ bp
Tax-Free Bond 2 ▇▇ ▇ ▇▇ ▇ ▇▇ ▇ ▇▇
▇▇▇▇▇▇ Money Funds and 5 bp
Zurich YieldWise Funds
-----------------------------------
* The new shareholder account fee is not applicable to Class A Share accounts
established in connection with a conversion from Class B Shares.
The out-of-pocket expenses of Agent will be reimbursed by Fund in accordance
with the provisions of Section 5 of the Agency Agreement. Fees and out-of-pocket
expenses shall be paid or reimbursed on a monthly basis upon receipt of an
invoice therefor.
The asset based fee for each month shall be equal to 1/12 of the applicable
annual fee rate, as set forth in this schedule, of the average daily net assets
of the Fund for each month. The asset based fee in the schedule is expressed in
basis points ("bps") as an annual rate. 100 basis points is equivalent to one
percentage point (1.00%). For certain Funds listed in Exhibit B, total transfer
agency fees and related out-of-pocket expenses payable by the Fund shall be
limited for any fiscal year of the Fund to the levels set forth in Exhibit B,
which levels are expressed as a percentage of average daily net assets for the
applicable fiscal year.
EXHIBIT B
TRANSFER AGENT EXPENSE CAPS
A Shares B Shares C Shares
-------- -------- --------
▇▇▇▇▇▇ Adjustable Rate U.S. Government Fund 0.22% 0.14%
▇▇▇▇▇▇ Blue Chip Fund 0.38% 0.30%
Kemper Cash Reserves Fund 0.14%
▇▇▇▇▇▇ Diversified Income Fund 0.14%
▇▇▇▇▇▇ Global Income Fund 0.22% 0.14%
▇▇▇▇▇▇ Growth Fund 0.30%
▇▇▇▇▇▇ High Yield Opportunity Fund 0.10%
▇▇▇▇▇▇ Income and Capital Preservation Fund 0.22% 0.14%
▇▇▇▇▇▇ International Fund 0.38% 0.30%
▇▇▇▇▇▇ Small Capitalization Equity Fund 0.30%
▇▇▇▇▇▇ Technology Fund 0.38% 0.30%
▇▇▇▇▇▇ Total Return Fund 0.30%
▇▇▇▇▇▇ U.S. Government Securities Fund 0.22% 0.14%
▇▇▇▇▇▇ U.S. Mortgage Fund 0.14%
