________ __, 1997
Warburg, Xxxxxx Institutional Fund, Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CO-ADMINISTRATION SERVICE FEES
Ladies and Gentlemen:
This letter constitutes our agreement with respect to compensation to be
paid to PFPC Inc. ("PFPC") under the terms of a Co-Administration Agreement
dated _________ ___, 1997 between you (the "Fund"), on behalf of the Value
Portfolio (the "Portfolio"), and PFPC. Pursuant to Paragraph 11 of that
Agreement, and in consideration of the services to be provided to you, you will
pay PFPC an annual co-administration fee, to be calculated daily and paid
monthly. You will also reimburse PFPC for its out-of-pocket expenses incurred on
behalf of the Portfolio, including, but not limited to: postage and handling,
telephone, telex, FedEx and outside pricing service charges.
The annual administration and accounting fee with respect to the Value
Portfolio shall be .10% of the Portfolio's first $500 million in average daily
net assets, .075% of the next $1 billion in average daily net assets and .05% of
average daily net assets over $1.5 billion.
In each month the Portfolio shall pay to PFPC the asset based fee as
calculated above. The fee for the period from the day of the year this agreement
is entered into until the end of that year shall be pro-rated according to the
proportion which such period bears to the full annual period.
If the foregoing accurately sets forth our agreement, and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By:________________________
Name:
Title:
Accepted:
WARBURG, XXXXXX INSTITUTIONAL
FUND, INC.
By:___________________________
Name:
Title:
