July 10, 2002
HILLVIEW INVESTMENT TRUST II
Re: Amendment to Administration and Accounting Services Fees
Dear Sir / Madam:
This letter constitutes a clarification to our agreement with respect
to compensation to be paid to PFPC Inc.("PFPC") under the terms of an
Administration and Accounting Services Agreement dated June 26, 2000 between
Hillview Investment Trust II (the "Fund") and PFPC (the "Agreement") as
originally set forth in the fee letter dated June 26, 2000 between the Fund and
PFPC (the "Fee Letter"). Except for the items discussed below, all matters set
forth in the Fee Letter shall remain in full force and effect.
On page two of the Fee Letter, the last sentence in the section
"Minimum Monthly Fee" and the heading and paragraph following it shall be
revised to read as follows:
Such fees are exclusive of Consultation Service Fees and
Out-of-Pocket Expenses.
Consultation Service Fees:
The consultation service fee will be an annual fee of $25,000 for
the initial Portfolio and $2,500 per year for each additional
Portfolio or class.
The fee to maintain annual NASD and state license renewals and to
monitor representative activities is hereby removed from the Fee Letter,
inasmuch as the Fund's investment manager, Hillview Capital Advisors, LLC, has
been and will continue to be responsible for the payment of such fee.
If the foregoing accurately sets forth our agreement and you intend to
be legally bound hereby, please execute a copy of this letter and return it to
us.
Very truly yours,
PFPC INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: _SVP____________
Agreed and Accepted:
HILLVIEW INVESTMENT TRUST II
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Trustee and President
HILLVIEW Capital Advisors, LLC
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President_____
