EXHIBIT 9.5
XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT
000 Xxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
_______________, 1996
Xxxxxxxx-Xxxxxxxxx Series Trust
000 Xxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
Pursuant to the Investment Advisory Agreement between us dated as of
___________, 1996 (the "Agreement"), this letter will confirm our agreement
whereby Xxxxxxxx-Xxxxxxxxx Capital Management will reduce its fees and reimburse
other operating expenses of the various portfolios (each a "Series") of
Xxxxxxxx-Xxxxxxxxx Series Trust set forth below to ensure that total annual
operating expenses for each such Series (other than interest, taxes, brokerage
commissions and other portfolio transaction expenses, capital expenditures and
extraordinary expenses) do not exceed the percentage of average daily net assets
of such Series set forth opposite the name of such Series, through December 31,
1996, subject to the provisions set forth in the Agreement with respect to
repayment of such reductions and reimbursements.
Name of Series Percentage Limitation
-------------- ---------------------
Core Growth Series 1.00%
Emerging Growth Series 1.25%
International Growth Series 1.40%
Value Series 1.00%
Diversified Income Series 0.45%
International Fixed Income Series 0.95%
Please sign this letter below to confirm your agreement with these
limitations.
Very truly yours,
_________________________
X. Xxxxx Xxxxx, Xx.
Secretary
AGREED:
Xxxxxxxx-Xxxxxxxxx Series Trust
By:________________________
X. Xxxxx Xxxxx, Xx.
Secretary
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