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February __, 1999
Warburg, Xxxxxx Trust
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
RE: CO-ADMINISTRATION SERVICE FEES
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 "Trust"), and PFPC.
Pursuant to Paragraph 11 of that Agreement, and in consideration of the services
to be provided to you, on behalf of the Emerging Growth Portfolio (the
"Portfolio"), 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 Portfolios, 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
Portfolio shall be .10% of the Portfolio's first $500 million in average daily
net assets, .075% of the Portfolio's next $1 billion in average daily net assets
and .05% of the Portfolio's average daily net assets over $1.5 billion,
exclusive of out-of-pocket expenses.
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 TRUST
By: ___________________________
Name:
Title:
