WITNESSETH

SERVICES AGREEMENT

THIS AGREEMENT, dated as of this 1st day of April, 1998 between WINTHROP
OPPORTUNITY FUNDS (the "Fund"), each a Massachusetts business trust having its
principal place of business at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and
FIRST DATA INVESTOR SERVICES GROUP, INC. ("Investor Services Group"), a
Massachusetts corporation with principal offices at 0000 Xxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxxxx 00000.

WITNESSETH

WHEREAS, the Fund is authorized to issue Shares in separate series,
with each such series representing interests in a separate portfolio of
securities or other assets.

WHEREAS, the Fund initially intends to offer Shares in those Portfolios
identified in the attached Schedule A, each such Portfolio, together with all
other Portfolios subsequently established by the Fund shall be subject to this
Agreement in accordance with Article 14;

WHEREAS, the Fund on behalf of the Portfolios, desires to appoint
Investor Services Group as its fund accounting agent, transfer agent, dividend
disbursing agent, custody administrator and agent in connection with certain
other activities and Investor Services Group desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth, the Fund and Investor Services Group agree as follows:

Article 1 Definitions.

1.1 Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

(a) "Articles of Incorporation" shall mean the Articles of
Incorporation, Declaration of Trust, or other similar organizational
document as the case may be, of the Fund as the same may be amended
from time to time.

(b) "Authorized Person" shall be deemed to include (i) any
authorized officer of the Fund; or (ii) any person, whether or not such
person is an officer or employee of the Fund, duly authorized to give
Oral Instructions or Written Instructions on behalf of the Fund as
indicated in writing to Investor Services Group from time to time.

(d) "Board of Directors" shall mean the Board of Directors or
Board of Trustees of the Fund, as the case may be.

(e) "Commission" shall mean the Securities and Exchange
Commission.

(f) "Custodian" refers to any custodian or subcustodian of
securities and other property which the Fund may from time to time
deposit, or cause to be deposited or held under the name or account of
such a custodian pursuant to a Custodian Agreement.

(g) "1934 Act" shall mean the Securities Exchange Act of 1934
and the rules and regulations promulgated thereunder, all as amended
from time to time.

(h) "1940 Act" shall mean the Investment Company Act of 1940
and the rules and regulations promulgated thereunder, all as amended
from time to time.

(i) "Oral Instructions" shall mean instructions, other than
Written Instructions, actually received by Investor Services Group from
a person reasonably believed by Investor Services Group to be an
Authorized Person;

(j) "Portfolio" shall mean each separate series of shares
offered by the Fund representing interests in a separate portfolio of
securities and other assets;

(k) "Prospectus" shall mean the most recently dated Fund
Prospectus and Statement of Additional Information, including any
supplements thereto if any, which has become effective under the
Securities Act of 1933 and the 1940 Act.

(l) "Shares" refers collectively to such shares of capital
stock or beneficial interest, as the case may be, or class thereof, of
each respective Portfolio of the Fund as may be issued from time to
time.

(m) "Shareholder" shall mean a record owner of Shares of each
respective Portfolio of the Fund.

(n) "Written Instructions" shall mean a written communication
signed by a person reasonably believed by Investor Services Group to be
an Authorized Person and actually received by Investor Services Group.
Written Instructions shall include manually executed originals and
authorized electronic transmissions, including telefacsimile of a
manually executed original or other process.

Article 2 Appointment of Investor Services Group.

The Fund, on behalf of the Portfolios, hereby appoints and constitutes
Investor Services Group as its sole and exclusive transfer agent and dividend
disbursing agent for Shares of each respective Portfolio of the Fund and as
custody administrator, fund accounting agent, shareholder servicing agent for
the Fund and Investor Services Group hereby accepts such appointments and agrees
to perform the duties hereinafter set forth.

Article 3 Duties of Investor Services Group.

3.1 Investor Services Group shall be responsible for:

(a) Administering and/or performing the customary services of
a transfer agent; acting as service agent in connection with dividend
and distribution functions; and for performing shareholder account and
administrative agent functions in connection with the issuance,
transfer and redemption or repurchase (including coordination with the
Custodian) of Shares of each Portfolio, as more fully described in the
written schedule of Duties of Investor Services Group annexed hereto as
Schedule B and incorporated herein, and in accordance with the terms of
the Prospectus of the Fund on behalf of the applicable Portfolio,
applicable law and the procedures established from time to time between
Investor Services Group and the Fund.

(b) Recording the issuance of Shares and maintaining pursuant
to Rule 17Ad-10(e) of the 1934 Act a record of the total number of
Shares of each Portfolio which are authorized, based upon data provided
to it by the Fund, and issued and outstanding. Investor Services Group
shall provide the Fund on a regular basis with the total number of
Shares of each Portfolio which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance
of Shares, to monitor the issuance of such Shares or to take cognizance
of any laws relating to the issue or sale of such Shares, which
functions shall be the sole responsibility of the Fund.

(c) Investor Services Group shall be responsible for the
following: performing the customary services of a fund accounting agent
for the Fund, as more fully described in the written schedule of Duties
of Investor Services Group annexed hereto as Schedule B and
incorporated herein, and subject to the supervision and direction of
the Board of Directors of the Fund.

(d) In addition to providing the foregoing services, the Fund
hereby engages Investor Services Group as its agent for the limited
purpose of (i) accepting invoices charged to the Fund for custody
services performed by the Custodian on the Fund's behalf, (ii)
remitting payment to the Custodian for such services, and (iii) as more
fully described in the written schedule of Duties of Investor Services
Group annexed hereto as Schedule B and incorporated herein.

(e) Notwithstanding any of the foregoing provisions of this
Agreement, Investor Services Group shall be under no duty or obligation
to inquire into, and shall not be liable for: (i) the legality of the
issuance or sale of any Shares or the sufficiency of the amount to be
received therefor; (ii) the legality of the redemption of any Shares,
or the propriety of the amount to be paid therefor; (iii) the legality
of the declaration of any dividend by the Board of Directors, or the
legality of the issuance of any Shares in payment of any dividend; or
(iv) the legality of any recapitalization or readjustment of the
Shares.

3.2 In addition, the Fund shall (i) identify to Investor Services Group
in writing those transactions and assets to be treated as exempt from blue sky
reporting for each State and (ii) verify the establishment of transactions for
each State on the system prior to activation and thereafter monitor the daily
activity for each State. The responsibility of Investor Services Group for the
Fund's blue sky State registration status is solely limited to the initial
establishment of

transactions subject to blue sky compliance by the Fund and the reporting of
such transactions to the Fund as provided above.

3.3 In performing its duties under this Agreement, Investor Services
Group: (a) will act in accordance with the Articles of Incorporation, By-Laws,
Prospectuses and with the Oral Instructions and Written Instructions of the Fund
and will conform to and comply with the requirements of the 1940 Act and all
other applicable federal or state laws and regulations; and (b) will consult
with legal counsel to the Fund, as necessary and appropriate. Furthermore,
Investor Services Group shall not have or be required to have any authority to
supervise the investment or reinvestment of the securities or other properties
which comprise the assets of the Fund or any of its Portfolios and shall not
provide any investment advisory services to the Fund or any of its Portfolios.

3.4 In addition to the duties set forth herein, Investor Services Group
shall perform such other duties and functions, and shall be paid such amounts
therefor, as may from time to time be agreed upon in writing between the Fund
and Investor Services Group.

Article 4 Recordkeeping and Other Information.

4.1 Investor Services Group shall create and maintain all records
required of it pursuant to its duties hereunder and as set forth in Schedule B
in accordance with all applicable laws, rules and regulations, including records
required by Section 31(a) of the 1940 Act. Where applicable, such records shall
be maintained by Investor Services Group for the periods and in the places
required by Rule 31a-2 under the 1940 Act.

4.2 To the extent required by Section 31 of the 1940 Act, Investor
Services Group agrees that all such records prepared or maintained by Investor
Services Group relating to the services to be performed by Investor Services
Group hereunder are the property of the Fund and will be preserved, maintained
and made available in accordance with such section, and will be surrendered
promptly to the Fund on and in accordance with the Fund's request.

4.3 In case of any requests or demands for the inspection of
Shareholder records of the Fund, Investor Services Group will endeavor to notify
the Fund of such request and secure Written Instructions as to the handling of
such request. Investor Services Group reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel that
it may be held liable for the failure to comply with such request.

Article 5 Fund Instructions.

5.1 Investor Services Group will have no liability when acting upon
Written or Oral Instructions believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from the Fund. Investor Services Group will also have no liability when
processing Share certificates which it reasonably believes to bear the proper
manual or facsimile signatures of the officers of the Fund and the proper
countersignature of Investor Services Group.

5.2 At any time, Investor Services Group may request Written
Instructions from the Fund and may seek advice from legal counsel for the Fund,
or its own legal counsel, with respect to any matter arising in connection with
this Agreement, and it shall not be liable for any action taken or not taken or
suffered by it in good faith in accordance with such Written Instructions or in
accordance with the opinion of counsel for the Fund or for Investor Services
Group. Written Instructions requested by Investor Services Group will be
provided by the Fund within a reasonable period of time.

5.3 Investor Services Group, its officers, agents or employees, shall
accept Oral Instructions or Written Instructions given to them by any person
representing or acting on behalf of the Fund only if said representative is an
Authorized Person. The Fund agrees that all Oral Instructions shall be followed
within one business day by confirming Written Instructions, and that the Fund's
failure to so confirm shall not impair in any respect Investor Services Group's
right to rely on Oral Instructions.

Article 6 Compensation.

6.1 The Fund on behalf of each of the Portfolios will compensate
Investor Services Group for the performance of its obligations hereunder in
accordance with the fees and other charges set forth in the written Fee Schedule
annexed hereto as Schedule C and incorporated herein.

6.2 In addition to those fees and other charges set forth in Section
6.1 above, the Fund on behalf of each of the Portfolios agrees to pay, and will
be billed separately for, out-of-pocket expenses incurred by Investor Services
Group in the performance of its duties hereunder. Out-of-pocket expenses shall
include, but shall not be limited to, the items specified in the written
schedule of out-of-pocket charges annexed hereto as Schedule D and incorporated
herein. Schedule D may be modified by written agreement between the parties.
Unspecified out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by Investor Services Group in the performance of
its obligations hereunder.

6.3 The Fund on behalf of each of the Portfolios hereby authorizes
Investor Services Group to collect its fees, other charges and related
out-of-pocket expenses by debiting the Fund's or Portfolio's custody account for
invoices which are rendered for the services performed for the applicable
function. Invoices for the services performed will be sent to the Fund after
such debiting with an indication that payment has been made.

6.4 Any compensation agreed to hereunder may be adjusted from time to
time by attaching to Schedule C, a revised Fee Schedule executed and dated by
the parties hereto.

6.5 The Fund acknowledges that the fees and charges that Investor
Services Group charges the Fund under this Agreement reflect the allocation of
risk between the parties, including the disclaimer of warranties in Section 9.3
and the limitations on liability and exclusion of remedies in Section 11.2 and
Article 12. Modifying the allocation of risk from what is stated here would
affect the fees that Investor Services Group charges, and in consideration of
those fees, the Fund agrees to the stated allocation of risk.

6.6 Investor Services Group will from time to time employ or associate
with itself such person or persons as Investor Services Group may believe to be
particularly suited to assist it in performing services under this Agreement.
Such person or persons may be officers and employees who are employed by both
Investor Services Group and the Fund. The compensation of such person or persons
shall be paid by Investor Services Group and no obligation shall be incurred on
behalf of the Fund in such respect.

6.7 Investor Services Group shall not be required to pay any of the
following expenses incurred by the Fund: membership dues in the Investment
Company Institute or any similar organization; investment advisory expenses;
costs of printing and mailing stock certificates, prospectuses, reports and
notices; interest on borrowed money; brokerage commissions; stock exchange
listing fees; taxes and fees payable to Federal, state and other governmental
agencies; fees of Board Members of the Fund who are not affiliated with Investor
Services Group; outside auditing expenses; outside legal expenses; Blue Sky
registration or filing fees; or other expenses not specified in this Section 6.7
which may be properly payable by the Fund. Investor Services Group shall not be
required to pay any Blue Sky registration or filing fees unless and until it has
received the amount of such fees from the Fund.

Article 7 Documents.

In connection with the appointment of Investor Services Group, the Fund
shall, on or before the date this Agreement goes into effect, but in any case
within a reasonable period of time for Investor Services Group to prepare to
perform its duties hereunder, deliver or caused to be delivered to Investor
Services Group the documents set forth in the written schedule of Fund Documents
annexed hereto as Schedule E.

Article 8 Investor Services Group System.

8.1 Investor Services Group shall retain title to and ownership of any
and all data bases, computer programs, screen formats, report formats,
interactive design techniques, derivative works, inventions, discoveries,
patentable or copyrightable matters, concepts, expertise, patents, copyrights,
trade secrets, and other related legal rights utilized by Investor Services
Group in connection with the services provided by Investor Services Group to the
Fund herein (the "Investor Services Group System").

8.2 Investor Services Group hereby grants to the Fund a limited license
to the Investor Services Group System for the sole and limited purpose of having
Investor Services Group provide the services contemplated hereunder and nothing
contained in this Agreement shall be construed or interpreted otherwise and such
license shall immediately terminate with the termination of this Agreement.

8.3 In the event that the Fund, including any affiliate or agent of the
Fund or any third party acting on behalf of the Fund is provided with direct
access to the Investor Services Group System for either account inquiry or to
transmit transaction information, including but not limited to maintenance,
exchanges, purchases and redemptions, such direct access capability shall be
limited to direct entry to the Investor Services Group System by means of
on-line mainframe terminal entry or PC emulation of such mainframe terminal
entry and any other non-conforming

method of transmission of information to the Investor Services Group System is
strictly prohibited without the prior written consent of Investor Services
Group.

Article 9 Representations and Warranties.

9.1 Investor Services Group represents and warrants to the Fund that:

(a) it is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Massachusetts;

(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement;

(d) it is duly registered with its appropriate regulatory
agency as a transfer agent and such registration will remain in effect
for the duration of this Agreement; and

(e) it has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.

9.2 The Fund represents and warrants to Investor Services Group that:

(a) it is duly organized, existing and in good standing under
the laws of the jurisdiction in which it is organized;

(b) it is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into this Agreement; and

(c) all corporate proceedings required by said Articles of
Incorporation, By-Laws and applicable laws have been taken to authorize
it to enter into this Agreement.

9.3 THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, INVESTOR SERVICES GROUP DISCLAIMS ALL OTHER REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF
ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS
PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. INVESTOR SERVICES
GROUP DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE
SET FORTH IN THIS AGREEMENT.

Article 10 Indemnification.

10.1 Investor Services Group shall not be responsible for and the Fund
on behalf of each Portfolio shall indemnify and hold Investor Services Group
harmless from and against any and all claims, costs, expenses (including
reasonable attorneys' fees), losses, damages, charges, payments and liabilities
of any sort or kind which may be asserted against Investor Services Group or for
which Investor Services Group may be held to be liable (a "Claim") arising out
of or attributable to any of the following:

(a) any actions of Investor Services Group required to be
taken pursuant to this Agreement unless such Claim resulted from a
grossly negligent act or omission to act or bad faith by Investor
Services Group in the performance of its duties hereunder;

(b) Investor Services Group's reasonable reliance on, or
reasonable use of information, data, records and documents (including
but not limited to magnetic tapes, computer printouts, hard copies and
microfilm copies) received by Investor Services Group from the Fund, or
any authorized third party acting on behalf of the Fund, including but
not limited to any prior transfer agent for the Fund, excluding FPS
Services, Inc., in the performance of Investor Services Group's duties
and obligations hereunder;

(c) the reliance on, or the implementation of, any Written or
Oral Instructions or any other instructions or requests of the Fund on
behalf of the applicable Portfolio;

(d) the offer or sales of shares in violation of any
requirement under the securities laws or regulations of any state that
such shares be registered in such state or in violation of any stop
order or other determination or ruling by any state with respect to the
offer or sale of such shares in such state; and

(e) the Fund's refusal or failure to comply with the terms of
this Agreement, or any Claim which arises out of the Fund's negligence
or misconduct or the breach of any representation or warranty of the
Fund made herein.

10.2 The Fund agrees and acknowledges that Investor Services Group has
not prior to the date hereof assumed, and will not assume, any obligations or
liabilities arising out of the conduct by the Company prior to the date hereof
of those duties which Investor Services Group has agreed to perform pursuant to
this Agreement. The Fund further agrees to indemnify Investor Services Group
against any losses, claims, damages or liabilities to which Investor Services
Group may become subject in connection with the conduct by the Fund or its agent
of such duties prior to the date hereof.

10.3 In any case in which the Fund may be asked to indemnify or hold
Investor Services Group harmless, Investor Services Group will notify the Fund
promptly after identifying any situation which it believes presents or appears
likely to present a claim for indemnification against the Fund although the
failure to do so shall not prevent recovery by Investor Services Group and shall
keep the Fund advised with respect to all developments concerning such
situation. The Fund shall have the option to defend Investor Services Group
against any Claim which may be the subject of this indemnification, and, in the
event that the Fund so elects, such defense shall be conducted by counsel chosen
by the Fund and satisfactory to Investor Services Group, and thereupon the Fund
shall take over complete defense of the Claim and Investor

Services Group shall sustain no further legal or other expenses in respect of
such Claim. Investor Services Group will not confess any Claim or make any
compromise in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent. The obligations
of the parties hereto under this Article 10 shall survive the termination of
this Agreement.

10.4 Any claim for indemnification under this Agreement must be made
prior to the earlier of:

(a) one year after the Fund becomes aware of the event for which
indemnification is claimed; or

(b) one year after the earlier of the termination of this
Agreement or the expiration of the term of this Agreement.

10.5 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 10 shall be
Investor Services Group's sole and exclusive remedy for claims or other actions
or proceedings to which the Fund's indemnification obligations pursuant to this
Article 10 may apply.

Article 11 Standard of Care.

11.1 Investor Services Group shall at all times act in good faith and
agrees to use its best efforts within commercially reasonable limits to ensure
the accuracy of all services performed under this Agreement, but assumes no
responsibility for loss or damage to the Fund unless said errors are caused by
Investor Services Group's own gross negligence, bad faith or willful misconduct
or that of its employees.

11.2 Neither party may assert any cause of action against the other
party under this Agreement that occurred more than two (2) years prior to the
filing of the suit (or commencement of arbitration proceedings) alleging such
cause of action.

11.3 Each party shall have the duty to mitigate damages for which the
other party may become responsible.

Article 12 Consequential Damages.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL INVESTOR SERVICES GROUP, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF
TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST
PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL
DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS
OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Article 13 Term and Termination.

13.1 This Agreement shall be effective on the date first written above
and shall continue for a period of two (2) years (the "Initial Term").

13.2 Upon the expiration of the Initial Term, this Agreement shall
automatically renew for successive terms of one (1) year ("Renewal Terms") each,
unless the Fund or Investor Services Group provides written notice to the other
of its intent not to renew. Such notice must be received not less than ninety
(90) days and not more than one-hundred eighty (180) days prior to the
expiration of the Initial Term or the then current Renewal Term.

13.3 In the event a termination notice is given by the Fund, all
expenses associated with movement of records and materials and conversion
thereof to a successor service provider will be borne by the Fund.

13.4 If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the Defaulting Party,
and if such material breach shall not have been remedied within thirty (30) days
after such written notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of such termination to
the Defaulting Party. If Investor Services Group is the Non-Defaulting Party,
its termination of this Agreement shall not constitute a waiver of any other
rights or remedies of Investor Services Group with respect to services performed
prior to such termination of rights of Investor Services Group to be reimbursed
for out-of-pocket expenses. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting Party of any other
rights it might have under this Agreement or otherwise against the Defaulting
Party.

13.5 Should the Fund desire to move any of the services outlined in
this Agreement to a successor service provider prior to the expiration of the
Initial Term or any renewal Term, or without the required notice period,
Investor Services Group shall make a good faith effort to facilitate the
conversion on such prior date, however, there can be no guarantee that Investor
Services Group will be able to facilitate a conversion of services on such prior
date. Should services be converted to a successor service provider, or if the
Fund is liquidated or its assets merged or purchased or the like with another
entity, prior to the end of the required notice period, payment of fees to
Investor Services Group shall be accelerated to a date prior to the conversion
or termination of services and calculated at the asset levels on the date notice
of termination was given to Investor Services Group.

Article 14 Additional Portfolios

14.1 In the event that the Fund establishes one or more Portfolios in
addition to those identified in Schedule A, with respect to which the Fund
desires to have Investor Services Group render services as transfer agent, fund
accounting agent and custody administrator under the terms hereof, the Fund
shall so notify Investor Services Group in writing, and if Investor Services
Group agrees in writing to provide such services, Exhibit 1 shall be amended to
include such additional Portfolios.

Article 15 Confidentiality.

15.1 The parties agree that the Proprietary Information (defined below)
and the contents of this Agreement (collectively "Confidential Information") are
confidential information of the parties and their respective licensors. The Fund
and Investor Services Group shall exercise at least the same degree of care, but
not less than reasonable care, to safeguard the confidentiality of the
Confidential Information of the other as it would exercise to protect its own
confidential information of a similar nature. The Fund and Investor Services
Group shall not duplicate, sell or disclose to others the Confidential
Information of the other, in whole or in part, without the prior written
permission of the other party. The Fund and Investor Services Group may,
however, disclose Confidential Information to their respective parent
corporation, their respective affiliates, their subsidiaries and affiliated
companies and employees, provided that each shall use reasonable efforts to
ensure that the Confidential Information is not duplicated or disclosed in
breach of this Agreement. The Fund and Investor Services Group may also disclose
the Confidential Information to independent contractors, auditors, and
professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 15.1.
Notwithstanding the previous sentence, in no event shall either the Fund or
Investor Services Group disclose the Confidential Information to any competitor
of the other without specific, prior written consent.

15.2 Proprietary Information means:

(a) any data or information that is competitively sensitive
material, and not generally known to the public, including, but not
limited to, information about product plans, marketing strategies,
finance, operations, customer relationships, customer profiles, sales
estimates, business plans, and internal performance results relating to
the past, present or future business activities of the Fund or Investor
Services Group, their respective subsidiaries and affiliated companies
and the customers, clients and suppliers of any of them;

(b) any scientific or technical information, design, process,
procedure, formula, or improvement that is commercially valuable and
secret in the sense that its confidentiality affords the Fund or
Investor Services Group a competitive advantage over its competitors;
and

(c) all confidential or proprietary concepts, documentation,
reports, data, specifications, computer software, source code, object
code, flow charts, databases, inventions, know-how, show-how and trade
secrets, whether or not patentable or copyrightable.

15.3 Confidential Information includes, without limitation, all
documents, inventions, substances, engineering and laboratory notebooks,
drawings, diagrams, specifications, bills of material, equipment, prototypes and
models, and any other tangible manifestation of the foregoing of either party
which now exist or come into the control or possession of the other.

15.4 The obligations of confidentiality and restriction on use herein
shall not apply to any Confidential Information that a party proves:

(a) Was in the public domain prior to the date of this
Agreement or subsequently came into the public domain through no fault
of such party; or

(b) Was lawfully received by the party from a third party free
of any obligation of confidence to such third party; or

(c) Was already in the possession of the party prior to
receipt thereof, directly or indirectly, from the other party; or

(d) Is required to be disclosed in a judicial or
administrative proceeding after all reasonable legal remedies for
maintaining such information in confidence have been exhausted
including, but not limited to, giving the other party as much advance
notice of the possibility of such disclosure as practical so the other
party may attempt to stop such disclosure or obtain a protective order
concerning such disclosure; or

(f) Is subsequently and independently developed by employees,
consultants or agents of the party without reference to the
Confidential Information disclosed under this Agreement.

Article 16 Force Majeure.

No party shall be liable for any default or delay in the performance of
its obligations under this Agreement if and to the extent such default or delay
is caused, directly or indirectly, by (i) fire, flood, elements of nature or
other acts of God; (ii) any outbreak or escalation of hostilities, war, riots or
civil disorders in any country, (iii) any act or omission of the other party or
any governmental authority; (iv) any labor disputes (whether or not the
employees' demands are reasonable or within the party's power to satisfy); or
(v) nonperformance by a third party or any similar cause beyond the reasonable
control of such party, including without limitation, failures or fluctuations in
telecommunications or other equipment. In any such event, the non-performing
party shall be excused from any further performance and observance of the
obligations so affected only for as long as such circumstances prevail and such
party continues to use commercially reasonable efforts to recommence performance
or observance as soon as practicable.

Article 17 Assignment and Subcontracting.

This Agreement, its benefits and obligations shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. This Agreement may not be assigned or otherwise transferred
by either party hereto, without the prior written consent of the other party,
which consent shall not be unreasonably withheld; provided, however, that
Investor Services Group may, in its sole discretion, assign all its right, title
and interest in this Agreement to an affiliate, parent or subsidiary, or to the
purchaser of substantially all of its business. Investor Services Group may, in
its sole discretion, engage subcontractors to perform any of the obligations
contained in this Agreement to be performed by Investor Services Group.

Article 18 Arbitration.

18.1 Any claim or controversy arising out of or relating to this
Agreement, or breach hereof, shall be settled by arbitration administered by the
American Arbitration Association in Boston, Massachusetts in accordance with its
applicable rules, except that the Federal Rules of Evidence and the Federal
Rules of Civil Procedure with respect to the discovery process shall apply.

18.2 The parties hereby agree that judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction.

18.3 The parties acknowledge and agree that the performance of the
obligations under this Agreement necessitates the use of instrumentalities of
interstate commerce and, notwithstanding other general choice of law provisions
in this Agreement, the parties agree that the Federal Arbitration Act shall
govern and control with respect to the provisions of this Article 18.

Article 19 Notice.

Any notice or other instrument authorized or required by this Agreement
to be given in writing to the Fund or Investor Services Group, shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.

To the Fund:

Winthrop Opportunity Funds
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President

To Investor Services Group:

First Data Investor Services Group, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: President

with a copy to Investor Services Group's General Counsel

Article 20 Governing Law/Venue.

The laws of the Commonwealth of Massachusetts, excluding the laws on
conflicts of laws, shall govern the interpretation, validity, and enforcement of
this agreement. All actions arising from or related to this Agreement shall be
brought in the state and federal courts sitting in the City of Boston, and
Investor Services Group and the Fund hereby submit themselves to the exclusive
jurisdiction of those courts.

Article 21 Counterparts.

This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original; but such counterparts shall, together,
constitute only one instrument.

Article 22 Captions.

The captions of this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.

Article 23 Publicity.

Neither Investor Services Group nor the Fund shall release or publish
news releases, public announcements, advertising or other publicity relating to
this Agreement or to the transactions contemplated by it without the prior
review and written approval of the other party; provided, however, that either
party may make such disclosures as are required by legal, accounting or
regulatory requirements after making reasonable efforts in the circumstances to
consult in advance with the other party.

Article 24 Relationship of Parties/Non-Solicitation.

24.1 The parties agree that they are independent contractors and not
partners or co-venturers and nothing contained herein shall be interpreted or
construed otherwise.

24.2 During the term of this Agreement and for one (1) year afterward,
the Fund shall not recruit, solicit, employ or engage, for the Fund or others,
Investor Services Group's employees.

Article 25 Entire Agreement; Severability.

25.1 This Agreement, including Schedules, Addenda, and Exhibits hereto,
constitutes the entire Agreement between the parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous proposals,
agreements, contracts, representations, and understandings, whether written or
oral, between the parties with respect to the subject matter hereof. No change,
termination, modification, or waiver of any term or condition of the Agreement
shall be valid unless in writing signed by each party. No such writing shall be
effective as against Investor Services Group unless said writing is executed by
a Senior Vice President, Executive Vice President, or President of Investor
Services Group. A party's waiver of a breach of any term or condition in the
Agreement shall not be deemed a waiver of any subsequent breach of the same or
another term or condition.

25.2 The parties intend every provision of this Agreement to be
severable. If a court of competent jurisdiction determines that any term or
provision is illegal or invalid for any reason, the illegality or invalidity
shall not affect the validity of the remainder of this Agreement. In such case,
the parties shall in good faith modify or substitute such provision consistent
with the original intent of the parties. Without limiting the generality of this
paragraph, if a court

determines that any remedy stated in this Agreement has failed of its essential
purpose, then all other provisions of this Agreement, including the limitations
on liability and exclusion of damages, shall remain fully effective.

Article 26 Miscellaneous.

The Fund and Investor Services Group agree that the obligations of the
Fund under the Agreement shall not be binding upon any of the Board Members,
shareholders, nominees, officers, employees or agents, whether past, present or
future, of the Fund individually, but are binding only upon the assets and
property of the Fund, as provided in the Articles of Incorporation. The
execution and delivery of this Agreement have been authorized by the Board
Members of the Fund, and signed by an authorized officer of the Fund, acting as
such, and neither such authorization by such Board Members nor such execution
and delivery by such officer shall be deemed to have been made by any of them or
any shareholder of the Fund individually or to impose any liability on any of
them or any shareholder of the Fund personally, but shall bind only the assets
and property of the Fund as provided in the Articles of Incorporation.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.

WINTHROP OPPORTUNITY FUNDS

By:
------------------------
Title:
---------------------

FIRST DATA INVESTOR SERVICES GROUP, INC.

By:
------------------------
Title:
---------------------

SCHEDULE A

LISTING OF PORTFOLIOS

Below are listed the portfolios/series to which services under this Agreement
are to be performed.

WINTHROP OPPORTUNITY FUNDS

1. Winthrop Municipal Money Fund
2. Winthrop U. S. Government Money Fund
3. Winthrop Developing Markets Fund, Class A, Class B
4. Winthrop International Equity Fund, Class A, Class B

SCHEDULE B

TRANSFER AGENCY SERVICES

for

WINTHROP OPPORTUNITY FUNDS

Services Related to Shareholders and Share Transactions

A. Shareholder File

1. Establish new accounts and enter demographic data into shareholder
base. Includes in-house processing and National Securities Clearing
Corporation (NSCC) - Fund/SERV and/or Networking transmissions.

2. Provide sales reporting information equivalent to what is being
provided as of April 1, 1998 using either ACS, the existing vendor,
or Investor Services Group sales reports which have been modified to
include, at a minimum, all of the information provided by the ACS
reports as of April 1, 1998.

3. 100% quality control of new account information including
verification of initial investment.

4. Maintain account and customer file records based on shareholder
request and routine quality review.

5. Maintain tax ID certification and Non Resident Agent (NRA) records
for each account, including backup withholding.

6. Provide written confirmation of address changes.

7. Produce shareholder statements for daily activity, dividends,
on-request, interested party and periodic mailings.

8. Establish and maintain dealer file by Fund Group, including dealer,
branch, representative number and name.

9. Automated processing of dividends and capital gains with daily,
monthly, quarterly or annual distributions. Payment options include
reinvestment, directed payment to another fund, cash via mail, Fed
wire or ACH.

10. Image all applications, account documents, data changes,
correspondence, monetary transactions and other pertinent shareholder
documents.

11. Provide daily ACAMS sweep file to Pershing within their time frame
requirements.

12. Blue Sky download file to Client's Blue Sky vendor.

13. Provide a monthly file to Pershing of their non-networked accounts.

14. Provide monthly and dividend files to client for integration into
client's in-house accounting system.

15. Handle client's specialized 12b-1 processing needs as structured as of
April 1, 1998.

16. Provide a daily file to DST in FANMail format at a cost of $0.70 per
Rep per month or less.

17. Continue to provide the 401(k) recordkeeper interface product called
Expeditor until such time as client may direct otherwise.

B. Shareholder Services

1. Provide quality service through a staff of highly trained NASD
licensed customer service personnel, including phone, research and
correspondence representatives.

2. Answer shareholder calls: provide routine account information,
transaction details including direct and wire purchases, redemptions,
exchanges, systematic withdrawals, pre-authorized drafts, Fund/SERV
and wire order trades, problem solving and process telephone
transactions.

3. Silent monitoring of telephone representative calls by the phone
supervisor during live conversations to ensure exceptional customer
service.

4. Record and maintain tape recordings of all shareholder calls for a six
month period.

5. Phone Supervisor produces daily management reports of shareholder
calls which include tracking volume, call length, average wait time
and abandoned call rates to ensure quality service.

6. Phone representatives are thoroughly trained through in-house
training programs on the techniques of providing Exceptional Customer
Service.

7. Customer inquiries received by letter or telephone are researched by
a correspondence team. These inquires include such items as
account/customer file information, complete historical account
information, stop payments on checks, transaction details and lost
certificates.

8. Provide written correspondence in response to shareholder inquiries.
Whenever possible, unclear shareholder instructional letters are
handled by a phone call to the shareholder from our phone
representatives to avoid delay in processing of the request.

C. Investment Processing

1. Establish and maintain Rights of Accumulation and Letter of Intent
files

2. Initial investment

3. Subsequent investments processed through lock box

4. Pre-authorized investments (PAD) through ACH system

5. Government allotments through ACH system

6. Wire order and NSCC - Fund/SERV trades

7. Prepare and process daily bank deposit of shareholder investments

D. Redemption Processing

1. Process mail redemption requests

2. Process telephone redemption transactions

3. Establish Systematic Withdrawal file and process automated
transactions on monthly basis

4. Provide wire order and NSCC - Fund/SERV trade processing

5. Distribute redemption proceeds to shareholder by check, wire or ACH
processing

E. Exchange & Transfer Processing

1. Process legal transfers

2. Process ACATS transfers

3. Issue and cancel certificates

4. Replace certificates through surety bonds (separate charge to
shareholder)

5. Process exchange transactions (letter and/or telephone requests)

F. Retirement Plan Services

1. Fund sponsored IRAs offered using Semper Trust Company as custodian.
Services include:
a. Contribution processing
b. Distribution processing
c. Apply rollover transactions
d. Process Transfer of Assets
e. Letters of Acceptance to prior custodians
f. Notify XXX holders of 70 ? requirements
g. Calculate Required Minimum Distributions (RMD)
h. Maintain beneficiary information file
i. Solicit birth date information

2. Fund sponsored SEP-XXX plans offered using Semper Trust Company as
custodian. Services include those listed under IRAs and:
a. Identification of employer contributions

G. Commission Processing

1. Settlement and payment of dealer commission fees weekly for Class A and
Class B of the load funds.

2. Settlement and payment of CDSC fees on the 1st of each month for back
end load funds

H. Settlement & Control

1. Daily review of processed shareholder transactions to assure input
was processed correctly. Accurate trade activity figures passed to
the Fund's Accounting Agent.

2. Preparation of daily cash movement sheets to be passed to the Fund's
Accounting Agent and Custodian Bank for use in determining the Fund's
daily cash availability.

3. Prepare a daily share reconcilement which balances the shares on the
Transfer Agent system to those on the books of the Fund.

4. Resolve any outstanding share or cash issues that are not cleared by
trade date + 2.

5. Process shareholder adjustments to also include the proper
notification of any booking entries needed, as well as any necessary
cash movement.

6. Settlement and review of the Fund's declared dividends and capital
gains will include the following:

a. Review of record date report for accuracy of shares
b. Prepare dividend settlement report after dividend is posted
c. Verify the posting date shares, the rate used and the NAV price
of reinvest date to ensure dividend was posted properly
d. Distribute copies to the Fund's Accounting Agent
e. Prepare the checks prior to being mailed

f. Send any dividends via wire, if requested
g. Prepare cash movement sheets for the cash portion of the dividend
payout on payable date

7. Placement of stop payments on dividend and liquidation checks as well
as the issuance of their replacements.

8. Maintain inventory control for stock certificates and dividend check
form.

9. Aggregate tax filings for all Investor Services Group clients.
Monthly deposits are made to the IRS for all taxes withheld from
shareholder disbursements, distributions and foreign account
distributions. Correspond with the IRS concerning any of the above
issues.

10. Timely settlement and cash movement for all NSCC - Fund/SERV activity.

I. Year-End Processing

1. Maintain shareholder records in accordance with IRS notices for
under-reporting and invalid tax IDs. This includes initiating 31%
backup withholding and notifying shareholders of their tax status and
the corrective action which is needed.

2. Conduct annual W-9 solicitation of all uncertified accounts. Update
account tax status to reflect backup withholding or certified status
depending upon responses.

3. Conduct periodic W-8 solicitation of all non-resident alien
shareholder accounts. Update account tax status with updated
shareholder information and treaty rates for NRA tax.

4. Review IRS Revenue Procedures for changes in transaction and
distribution reporting and specifications for the production of forms
to ensure compliance.

5. Coordinate year-end activity with client. Activities include
producing year-end statements, scheduling record dates for year-end
dividends and capital gains, production of combined statements and
printing of inserts to be mailed with tax forms.

6. Distribute Dividend Letter to funds for them to sign off on all
distributions paid year-to-date. Dates and rates must be authorized
so that they can be used for reporting to the IRS.

7. Coordinate the ordering of forms and envelopes from vendors in
preparation of tax reporting. Compare forms with IRS requirements to
ensure accuracy. Upon receipt of forms and envelopes, allocate space
for storage.

8. Prepare form flashes for the microfiche vendor. Test and oversee the
production of fiche for year-end statements and tax forms.

9. Match and settle tax reporting totals to fund records and on-line data
from INVESTAR.

10. Produce forms 1099R, 1099B, 1099Div, 5498, 1042S and year-end
valuations. Quality assure forms before mailing to shareholders.

11. Monitor IRS deadlines and special events such as crossover dividends
and prior year XXX contributions.

12. Prepare magnetic tapes and appropriate forms for the filing of all
reportable activity to the IRS.

J. Client Services

1. An Account Manager is assigned to each relationship and is the
liaison between the Fund and the Transfer Agency staff.
Responsibilities include scheduling of events, system enhancement
implementation, special promotion/event implementation and follow-up
and constant fund interaction on daily operational issues.

Specifically:

a. Scheduling of dividends, proxies, report mailings and special
mailings
b. Coordinating with the Fund the shipment of materials for
scheduled mailings
c. Acting as liaison between the Fund and support services for
preparation of proofs and eventual printing of statement forms,
certificates, proxy cards, envelopes, etc.
d. Handling all notification to the client regarding proxy
tabulation through the meeting coordinate scheduling of
materials, including voted cards, tabulation letters and
shareholder list to be available for the meeting
e. Ordering special reports, tapes and/or discs for special systems
requests received
f. Implementing new operational procedures, i.e., check writing
feature, load discounts, minimum waivers, sweeps, telephone
options, PAD promotions, etc.
g. Coordinating with systems, services and operations, special
events, i.e., mergers, new fund start ups, small account
liquidations, combined statements, household mailings,
additional mail files
h. Preparing standard operating procedures and review prospectuses
- coordinate implementation of suggested changes with the Fund
i. Acting as liaison between the Fund and the Transfer Agency staff
regarding all service and operational issues

2. Blue Sky Processing

a. Maintain file with additions, deletions, changes and updates at
the Fund's direction

K. Special Reporting

1. Activity by Dealer report (weekly, monthly and quarterly)

2. Reinvested Dividends by State report

3. EQ Financial weekly commission tapes

L. Cash Management Services.

Funds received by Investor Services Group in the course of performing
its services hereunder will be held in bank accounts and/or money
market fund accounts. With respect to funds maintained in money
market fund accounts, Investor Services Group shall retain any
interest generated or earned. With respect to funds maintained in
bank accounts, Investor Services Group shall retain any excess
balance credits or excess benefits earned or generated by or
associated with such bank accounts or made available by the
institution at which such bank accounts are maintained after such
balance credits or benefits are first applied towards banking service
fees charged by such institution in connection with banking services
provided on behalf of the Fund.

M. Lost Shareholders.

Investor Services Group shall perform such services as are required
in order to comply with Rules 17a-24 and 17Ad-17 of the '34 Act (the
"Lost Shareholder Rules"), including, but not limited to those set
forth below. Investor Services Group may, in its sole discretion, use
the services of a third party to perform the some or all such
services.

o documentation of electronic search policies and procedures;
o execution of required searches;
o creation and mailing of confirmation letters;
o taking receipt of returned verification forms;
o providing confirmed address corrections in batch via
electronic media;
o tracking results and maintaining data sufficient to comply with
the Lost Shareholder Rules; and
o preparation and submission of data required under the Lost
Shareholder Rules.

N. Other Related Services (separate fees will apply)

1. Systematic linkage of shareholder accounts with exact matches on SSN
and address for the purpose of consolidated account history
reporting. Periodic production of laser printed combined statements.

2. Production of household mailing labels which enable the Fund to do
special mailings to each address in the Fund Group rather than each
account.

3. Produce shareholder lists, labels and ad hoc reports to Fund
management as requested.

FUND ACCOUNTING AND PORTFOLIO VALUATION SERVICES

for

WINTHROP OPPORTUNITY FUNDS

Investor Services Group will provide the following Fund Accounting standard
services. Additional services may be completed upon request for an additional
charge.

Daily Accounting Services

1) Calculate Net Asset Value ("NAV") and Offering Price Per Share ("POP"):

Fund Level
o Update the daily market value of securities held by the Fund using
Investor Services Group's standard agents for pricing U.S. equity, bond
and foreign securities. The U.S. equity pricing services are Reuters,
Inc., Xxxxxx Data Corporation, X.X. Xxxxx Co., Inc. and Interactive Data
Corporation (IDC). Xxxxxx Data, Dow Xxxxx Markets (formerly Telerate
Systems, Inc.), X.X. Xxxxx Co., Inc., Municipal Market Data and IDC are
also used for bond, money market prices/yields and foreign prices/exchange
rates. Bloomberg is available and used for price research.
o Enter limited number of manual prices supplied by the client and/or
broker.
o Review variance reporting on-line and in hard copy for price changes in
individual securities using variance levels established by the client.
Verify U.S. dollar security prices exceeding variance levels by notifying
the client and pricing sources of noted variances.
o Complete daily variance analysis on foreign exchange rates and local
foreign prices. Notification of changes exceeding established levels for
client verification. The client should establish tolerance levels for each
country/currency so that local price changes and foreign exchange rate
changes exceeding this tolerance are identified and NAV problems
minimized).
o Review for ex-dividend items indicated by pricing sources; trace to Fund's
general ledger for agreement.

Fund and Each Class
o Allocate daily unrealized Fund appreciation/depreciation, unrealized
currency gains/losses and unrealized gains/losses on futures and forwards
to classes based upon value of outstanding class shares.
o Prepare NAV proof sheets. Review components of change in NAV for
reasonableness. Complete Fund and class control proofs.
o Communicate pricing information (NAV/POP) to the client, the Funds
transfer agent

("Transfer Agent") and electronically to NASDAQ.

2) Provide Money Market (Daily Dividend) Fund Requirements:

Fund Level
o Provide money market original and amortized cost schedules in accordance
with valuing the Fund based on amortized cost, inclusive of all debt
issues income accruals.
o Verify system calculated dollar weighted average maturity.

Fund and Each Class
o Calculate daily net investment income available for distribution.
o Calculate daily rate and 1, 7, 30-day yields.
o Supply Transfer Agent and client with distribution rates.
o Communicate required information electronically to NASDAQ, if applicable

3) Determine and Report Cash Availability to client by approximately 9:30 a.m.
Eastern Time:

Fund Level
o Receive daily cash and transaction statements from the agent
responsible for the safekeeping of the Fund's assets (the "Custodian")
by 8:30 a.m. Eastern time.
o Receive previous day shareholder activity reports from the
transfer Agent by 8:30 a.m. Eastern time. Class level shareholder
activity will be accumulated into the Fund's available cash balances.
o Fax hard copy Cash Availability calculations with all details to
the client.
o Supply the client with 3-day cash projection report.
o Prepare daily bank cash reconciliations. Notify the Custodian and
client of any reconciling items.
o For Money Market Funds, the Fund's Transfer Agent will also supply the
client with receipt of timely cash information.

4) Reconcile and Record All Daily Expense Accruals:

Fund Level
o Accrue expenses based on budget supplied by the client either as
percentage of net assets or specific dollar amounts.
o If applicable, monitor expense limitations established by the client.
o If applicable, accrue daily amortization of organizational expense.
o If applicable, complete daily accrual of 12b-1 expenses.

Fund and Each Class
o Class specific accruals completed such as daily accrual of 12b-1
expenses.
o Allocate Fund expenses to classes based upon value of
outstanding class shares.

5) Verify and Record All Daily Income Accruals for Debt Issues:

Fund Level
o Review and verify all system generated Interest and Amortization reports.
o Establish unique security codes for bond issues to permit segregated
trial balance income reporting.

Fund and Each Class

o Allocate Fund income to classes based upon value of outstanding class
shares.

6) Monitor Securities Held for Cash Dividends, Corporate Actions and
Capital Changes such as splits, mergers, spinoffs, etc. and process
appropriately.

Fund Level
o Monitor electronically received information from Xxxxxx Data Corporation
for all domestic securities.
o Review current daily security trades for dividend activity.
o Monitor collection and postings of corporate actions, dividends
and interest.
o Process international dividend and capital change information received
from the Custodian and Advisor.
o Provide xxxx-to-market analysis for currency exchange rate fluctuations
on unsettled dividends and interest.

Fund and Each Class
o Allocate Fund dividend income and unrealized currency gains/losses on
dividends/interest to classes based upon value of outstanding class
shares.

7) Enter All Security Trades on Accounting System based on written instructions
from the Fund's Advisor.

Fund Level
o Review system verification of trade and interest calculations.
o Verify settlement through statements supplied by the Custodian.
o Maintain security ledger transaction reporting.
o Maintain tax lot holdings.
o Determine realized gains or losses on security trades.
o Provide broker commission reporting.
o Provide foreign currency exchange rate realized and unrealized
gains/losses detail.

Fund and Each Class

o Allocate all Fund level realized and unrealized capital and currency
gains/losses to classes based upon value of class outstanding shares.

8) Enter All Fund Share Transactions on Accounting System:

Each Class
o Process activity identified on reports supplied by the Transfer Agent.

o Verify settlement through statements supplied by the Custodian.
o Reconcile to Investor Services Group's Transfer Agent report balances.
o Roll each classes' capital share values into Fund and determine
allocation percentages based upon the value of each classes'
outstanding shares to the Fund total.

9) Prepare and Reconcile/Prove Accuracy of the Daily Trial Balance
(listing all asset, liability, equity, income and expense accounts).

Fund Level
o Post manual entries to the general ledger.
o Post Custodian activity.
o Post security transactions.
o Post and verify system generated activity, i.e. income and expense
accruals.
o Segregate foreign tax expense.
o Prepare daily xxxx-to-market analysis for all unrealized foreign currency
exchange rate gains/losses by asset/liability category.

Fund and Each Class
o Prepare Fund's general ledger net cash proof used in NAV calculation.
o Post class specific shareholder activity and roll values into Fund.
o Allocate all Fund level net cash accounts on the Fund trial balance to
each specific class based upon value of class outstanding shares.
o Maintain allocated Trial Balance accounts on class specific Allocation
Reports.
o Maintain class-specific expense accounts.
o Prepare class-specific proof/control reports to ensure accuracy of
allocations.

10) Review and Reconcile with Custodian Statements:

Fund Level
o Verify all posted interest, dividends, expenses and shareholder and
security payments/receipts, etc. (Discrepancies will be reported to the
Custodian).
o Post all cash settlement activity to the trial balance.
o Reconcile to ending cash balance accounts.
o Clear subsidiary reports with settled amounts.
o Track status of past due items and failed trades as reported by the
Custodian.

11) Submission of Daily Accounting Reports to the Client:

Non-Money Market Fund
Fund Level
o Portfolio Valuation (listing inclusive of holdings, costs, market
values, unrealized appreciation/depreciation and percentage of
portfolio comprised of each security).
o Cash availability.
o 3-Day Cash Projection Report.

Fund and Each Class
o Fund Trial Balance and Class Allocation Report.

o NAV Calculation Report.

Money Market Fund
Fund Level
o Cash availability.
o 3-Day Cash Projection Report.
o Dollar weighted average maturity.

Fund and Each Class
o Fund Trial Balance and Class Allocation Report.
o Daily, 7-day and 30-day yield calculations.
o NAV Calculation Report with daily distribution rate.

Weekly Accounting Services

If applicable, submit Money Market Fund Xxxx-to-Market Report and Interest and
Amortization schedule to the Client (based on client or vendor supplied money
market yields or prices). If applicable, submit Guarantor Report based on
client-supplied Guarantor information.

Monthly Accounting Services

1) Full Financial Statement Preparation (automated Statements of Assets
and Liabilities, of Operations and of Changes in Net Assets) and
submission to the client by 10th business day.

o Class specific capital share activity and expenses will be isclosed also.

2) Submission of Monthly Automated Reports to the Client:

Fund Level
o Security Purchase/Sales Journal.
o Interest and Maturity Report.
o Brokers Ledger (Commission Report).
o Security Ledger Transaction Report with Realized Gains/Losses.
o Security Ledger Tax Lot Holdings Report.
o Additional reports available upon request.

3) Reconcile Accounting Asset Listing to Custodian Asset Listing:

Fund Level
o Report any security balance discrepancies to the Custodian/client.

4) Provide Monthly Analysis and Reconciliation of Additional Trial Balance
Accounts, such as:

Fund Level
o Security cost and realized gains/losses.
o Interest/dividend receivable and income.

o Payable/receivable for securities purchased and sold.
o Unrealized and realized currency gains/losses.

Fund and Each Class
o Payable/receivable for fund shares; issued and redeemed.
o Expense payments and accruals analysis.

5) If Appropriate, Prepare and Submit to client (additional fees may apply):

Fund Level
o Income by state reporting.
o Standard Industry Code Valuation Report.
o Alternative Minimum Tax Income segregation schedule.
o SEC yield reporting (non-money market funds with domestic and ADR
securities only).

Annual (and Semi-Annual) Accounting Services

1) Annually assist and supply Fund's auditors with schedules supporting
securities and shareholder transactions, income and expense accruals,
etc. for each Fund and each Class during the year in accordance with
standard audit assistance requirements.

2) Provide N-SAR Reporting (Accounting Questions) on a Semi-Annual Basis:

If applicable for Fund and Classes, answer the following items:
2, 12B, 20, 21, 22, 23, 28, 30A, 31, 32, 35, 36, 37, 43, 53, 55, 62, 63,
64B, 71, 72, 73, 74, 75 and 76

3) Provide Schedule of Investments (based on client-supplied categories)
in Excel-formatted file. Provide data from the Accounting System,
including automated financial statements in Excel-formatted file.

FUND ACCOUNTING SERVICES BASIC ASSUMPTIONS

for

WINTHROP OPPORTUNITY FUNDS

The Fund Accounting Fees, are based on certain assumptions as follows. To the
extent these assumptions and requirements should change, fee revisions may be
necessary.

Basic Assumptions:

1. The Funds portfolio asset composition and trading activity will be
comparable to those existing in the past twelve months.

2. Each Fund has a tax year-end which coincides with its fiscal year-end.
No additional accounting requirements are necessary to identify or
maintain book-tax differences. Investor Services Group does not provide
security tax accounting which differs from its book accounting under
this fee schedule.

3. Each Fund agrees to the use of Investor Services Group's standard
current pricing services for domestic equity, debt, ADR and foreign
securities.

It is assumed that Investor Services Group will work closely with each
Fund to ensure the accuracy of the Funds NAV and to obtain the most
satisfactory pricing sources and specific methodologies. Each Fund will
establish security variance procedures to minimize NAV miscalculations.

4. To the extent a Fund requires a limited number of daily security prices
from specific brokers (as opposed to pricing information received
electronically), these manual prices will be obtained by the Funds
Advisor and faxed to Investor Services Group by 4:00 p.m. Eastern time
for inclusion in the NAV calculations. The Advisor will supply Investor
Services Group with the appropriate pricing contacts for these manual
quotes.

5. Procedural discussions between Investor Services Group and a Fund are
required to clarify the appropriate pricing and dividend rate sources
if the Fund invests in open-end regulated investment companies (RIC?s).
Depending on the methodologies selected by the Fund, additional fees
may apply.

6. Investor Services Group will supply daily Portfolio Valuation Reports
to each Funds Advisor identifying current security positions,
original/amortized cost, security market values and changes in
unrealized appreciation/depreciation. It will be the responsibility

of the Advisor to review these reports and to promptly notify Investor
Services Group of any possible problems, trade discrepancies, incorrect
security prices or corporate action/capital change information that
could result in a misstated NAV.

Investor Services Group will submit weekly xxxx-to-market reports and
interest amortization reports to the client (based on client or vendor
supplied money market yields or prices) for the Money Market Funds. It
is assumed that the stability of the Funds $1.00 NAV will be reviewed
by the Advisor/Administrator.

7. The Funds do not currently expect to invest in Open-end Regulated
Investment Company's (Rica's), REIT's, Swaps, Futures, Xxxxxx,
Derivatives or foreign (non-U.S. dollar denominated) securities and
currency. To the extent these investment strategies should change,
additional fees may apply after the appropriate procedural discussions
have taken place between Investor Services Group and Fund management.
(Two weeks advance notice is required should the Funds commence trading
in these investments.)

8. Each Fund will supply Investor Services Group with income information
such as accrual methods, interest payment frequency details, coupon
payment dates, floating rate reset dates, and complete security
descriptions with issue types and CUSIP/Sedol numbers for all debt
issues. The Funds Advisor shall supply the yield to maturity, related
cash flow schedules and principal repayment factors for any
mortgage/asset-backed securities held in the Fund not available on
Bloomberg.

Any income accrual adjustments (to the extent necessary) based upon
initial estimates will be completed by Investor Services Group when
actual principal/income payments are collected by the Custodian and
reported to Investor Services Group.

9. Investor Services Group will use the ICI/NAREIT Tracking System along
with Bloomberg to obtain receipt of complete and accurate information
on REITs. The Advisor will also supply/support Investor Services Group
in timely receipt of dividend information and return of capital
characterization for the REITs held in each Fund, if not available from
the ICI or Bloomberg systems.

To the extent applicable, Investor Services Group will maintain on a
daily basis U.S. dollar-denominated qualified covered call options and
index options reporting on the daily Trial Balance and value the
respective options and underlying positions. This Agreement does not
provide for tax classifications if they are required.

10. Each Fund is responsible for the establishment and monitoring of any
segregated accounts pertaining to any line of credit for temporary
administrative purposes, and/or leveraging/hedging the portfolio.
Investor Services Group will reflect appropriate trial balance account
entries for interest expense accrual charges on the daily trial balance
adjusting as necessary at month-end.

11. If a Fund commences participation in security lending or short sales
within its portfolio securities, additional fees may apply. Should a
Fund require these additional services, procedural discussions must
take place between Investor Services Group and the Funds

Advisor to clarify responsibilities. (Two weeks advance notice to
Investor Services Group is required should a Fund desire to participate
in the above.)

12. Each Fund will supply Investor Services Group with portfolio specific
expense accrual procedures and monitor the expense accrual balances for
adequacy based on outstanding liabilities monthly.

13. The following specific deadlines will be met and complete information
will be supplied by each Fund in order to minimize any settlement
problems, NAV miscalculations or income accrual adjustments.

Each Fund will direct its Advisor to provide Trade Authorization Forms
to Investor Services Group with the appropriate officer?s signature on
all security trades placed by the Fund no later than 12:30 p.m. Eastern
time on settlement/value date for short term money market securities
issues (assuming that trade date equals settlement date); and by 11:00
a.m. Eastern time on trade date plus one for non-money market
securities. Receipt by Investor Services Group of trade information
within these identified deadlines may be made via telex, fax or on-line
system access. The Advisor will supply Investor Services Group with the
trade details in accordance with the above stated deadlines.

The Advisor will provide all information required by Investor Services
Group, including CUSIP/Sedol numbers and/or ticker symbols for all
trades on the Trade Authorization, telex or on-line support. Investor
Services Group will supply the Advisor with recommended trade ticket
documents to minimize receipt of incomplete information. Investor
Services Group will not be responsible for NAV changes or distribution
rate adjustments that result from incomplete trade information.

14. To the extent a Fund utilizes purchases in-kind (U.S. dollar
denominated securities only) as a method for shareholder subscriptions,
Investor Services Group will provide the Fund with procedures to
properly handle and process such transactions. Should a Fund prefer
procedures other than those provided by Investor Services Group,
additional fees may apply. Discussions shall take place at least two
weeks in advance between Investor Services Group and the Fund to
clarify the appropriate in-kind operational procedures to be followed.

15. The Parties will establish mutually agreed upon amortization procedures
and accretion requirements for debt issues held by the Fund prior to
commencement of operations/conversion.

16. All foreign currency will be held within the Custodian and
sub-custodian network. Time deposits and interest bearing currency
accounts will all be reflected on the Funds' custodian asset listings.
The Fund or Custodian will supply Investor Services Group with
appropriate and timely information for any trades/changes in the
currency accounts, as well as interest rates to ensure income accrual
accuracy for the debt issues, time deposits, and currency accounts.
Income accrual adjustments (expected to be immaterial) will be
completed when the interest is actually collected and posted on the
Custodian's statements.

17. The Accounting fees assume that Investor Services Group will provide
Transfer Agency and Custody Administration services.

CUSTODY ADMINISTRATION SERVICES

for

WINTHROP OPPORTUNITY FUNDS

through

CITIBANK, N.A.

Custody Administration services to be provided include:

o Assign a Custody Administrator to accept, control and process daily
portfolio transactions through direct computer link with the Custodian for
both U.S. and non-U.S trades.

o Generate various U.S. and non-U.S. reports daily, i.e., cash reports,
pending/fail reports, Account Transaction Detail (by country) from the
Custodian?s system and distribute to the Fund Accounting Agent and Client
by 8:30 a.m. Eastern time.

o Communicate and coordinate portfolio trades from client to the Fund
Accounting Agent for booking within proper time frames. Provide trade
authorization to the Fund Accounting Agent on all security trades placed by
the Funds no later than 12:30 p.m. Eastern time on settlement/value date
for short-term money market securities (assuming that trade date equals
settlement date) and by 11:00 a.m. Eastern time on trade date plus one
(T+1) for non-money market securities.

o Systematically settle all depository eligible issues. Transactions
requiring physical delivery will be settled through the Custodian's New
York office.

o Communicate and process non-U.S. trades and FXs from AXA with the Custodian
and communicate to the Fund Accounting Agent by 12:30 p.m. Eastern time on
settlement/value date for short-term money market securities (assuming that
trade date equals settlement date) and by 11:00 a.m. Eastern time on trade
date plus one (T+1) for non money market securities. Provide FX price.
Follow up with Fund Accounting Agent and Custodian on tax reclaims.
Non-U.S. confirmations are received via fax from broker, matched and
reviewed with client authorization.

o Assist the client in placing cash management trades through the Custodian,
such as commercial paper, CD's and repurchase agreements.

o Provide AXA with weekly Asset Reports from the Custodian?s system.

o Review client?s authorizations and match with DTC IDs for correctness and
affirmation, and resolve differences with client. All trade revisions must
be communicated to Fund Accounting Agent immediately.

o Provide the fund accounting agent and investment advisor with daily
custodian statements reflecting all prior day cash activity on behalf of
each portfolio by 8:30 a.m. Eastern time. Complete descriptions of any
posting, inclusive of Sedol/CUSIP numbers, interest/dividend payment date,
capital stock details, expense authorizations, beginning/ending cash
balances, etc., will be provided by the Custodian's reports or system.

o Provide monthly activity statements combining both cash changes and
security trades, and a full portfolio listing.

o Communicate to the client and the fund accounting agent on any corporate
actions, capital changes and interest rate changes supported by appropriate
supplemental reports received from the Custodian. Follow-up will be made
with the Custodian to ensure all necessary actions and/or paperwork is
completed.

o Work with fund accounting and the Custodian on monthly asset
reconciliations to ensure any discrepancies are resolved in a timely
manner.

o Coordinate and resolve unsettled dividends, interest, paydowns and capital
changes. Assist in resolution of failed transactions and any settlement
problems.

o Arrange for securities lending, lines of credit and/or letters of credit
through the Custodian.

o Monitor and review cash daily. Identify any overdrafts and their reason by
9:30 a.m. Eastern time and document.

o Provide automated mortgage-backed processing through the Custodian.

o Provide broker interface ensuring trade settlement with fail trade
follow-up.

o Provide the client's auditors with trade documentation to help expedite
the Funds audit.

SCHEDULE C

FEE SCHEDULE

for

WINTHROP OPPORTUNITY FUNDS

TRANSFER AGENCY AND SHAREHOLDER SERVICES FEES

I. TRANSFER AGENT AND SHAREHOLDER SERVICES: (1/12th payable monthly)

For Winthrop Opportunity Funds: U.S. Government Money Fund and
Municipal Money Fund

$17.00 per account per year
$15.00 per account per year for accounts over 25,000
$13.00 per account per year for accounts over 50,000
$11.00 per account per year per portfolio for each sweep account

$3.00 per account per year per portfolio for closed accounts.

Annual minimum for the above named single class funds is $24,000
per fund

For Winthrop Opportunity Funds: Developing Markets Fund and
International Equity Fund.

$18.00 per account per year

$3.00 per account per year per portfolio for closed accounts.

Annual minimum for the above named dual class funds is $45,000

II. IRA's, 403(b) PLANS, DEFINED CONTRIBUTION/BENEFIT PLANS:
Annual Maintenance Fee - $15.00 per participant as identified by tax
ID/social security number, regardless of the number of funds held.

III. FUND/SERV PROCESSING
No additional Investor Services Group charge

IV. NETWORKING PROCESSING

No Additional Investor Services Group charge

V. IMPRESSNet -- Web Transaction Engine
Set up Fee: $150 per hour WAIVED

o Reviewing client network requirements and signing off on the
requirements
o Recommending method of linking to the Web Transaction Engine
o Installing the network hardware and software
o Implementing the network connectivity
o Testing the network connectivity and performance

Transaction Cost:

o Account Inquiry $.10 per inquiry*
o Financial Transactions $.50 per transaction

* When the average number of inquiries reaches a cost of
$2,000 per month both, parties in good faith agree to
negotiate a volume discount.

Annual Maintenance Fee: $50,000 per annum

o Releases of new versions of the Web Transaction Engine (does
not include customization)
o Maintain security infrastructure with auditing function
o Monthly usage reports
o Help Desk Support

Hardware Maintenance Fee: $50,000 per annum WAIVED

o Does not include client hardware and software requirements. That
is an out-of-pocket expense for the client
o Installation of hardware is billed as time and materials
o Does not include third party hardware and software maintenance
agreements

Customized Development: $150 per hour

Call Center Services for Registration (one-time): $2.50 per call

FUND ACCOUNTING AND PORTFOLIO VALUATION FEES

I. ANNUAL FEE SCHEDULE on Total Relationship Basis, i.e. Focus and Opportunity
Funds (1/12th payable monthly)

$20,000 minimum per domestic fund and $25,000 minimum per global fund, plus

.00016 On First $1 Billion of combined funds' Average Net Assets

.0001 Over $1 Billion of combined funds' Average Net Assets

Average Net Assets are based on combined classes total net assets.

In addition, a base multi-class fee of $7,500 per year per each
additional class is assessed on multiple class portfolios. This fee
is not included in the minimums discussed above.

These fees apply to the current Focus and Opportunity funds as
identified on Schedule A of their respective contracts with the
existing class levels. To the extent the structure or composition of
these funds should change, the fees will be subject to revision.

II. PRICING SERVICES QUOTATION FEE

Specific costs will be identified based upon options selected by the
client and will be billed monthly.

Investor Services Group does not currently pass along charges for
U.S. equity prices supplied by Xxxxxx Data. Should the Fund invest in
security types other than domestic equities supplied by Xxxxxx, the
following fees would apply.

Xxxxxx Data Interactive X.X. Xxxxx
Security Types Corp.* Data Corp.* Co., Inc.*

Government Bonds $ .50 $ .50 $ .25 (a)
Mortgage-Backed (evaluated, seasoned, closing) .50 .50 .25 (a)

Corporate Bonds (short and long term) .50 .50 .25 (a)

U.S. Municipal Bonds (short and long term) .55 .80 .50 (b)

CMO's/ARM's/ABS 1.00 .80 1.00 (a)

Convertible Bonds .50 .50 1.00 (a)

High Yield Bonds .50 .50 1.00 (a)

Mortgage-Backed Factors (per Issue per Month) 1.00 n/a n/a

U.S. Equities (d) .15 n/a

U.S. Options n/a .15 n/a

Domestic Dividends & Capital Changes

(per Issue per Month) (d) 3.50 n/a

Foreign Securities .50 .50 n/a

Foreign Securities Dividends & Capital Changes

(per Issue per Month) 2.00 4.00 n/a

Set-up Fees n/a n/a (e) .25 (c)

Xxxxxx Data Interactive X.X. Xxxxx
Security Types Corp.* Data Corp.* Co., Inc.*

All Added Items n/a n/a .25 (c)

* Based on current Vendor costs, subject to change. Costs are
quoted based on individual security CUSIP/identifiers and are
per issue per day.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no CUSIP
(d) At no additional cost to FPS clients
(e) Interactive Data also charges monthly transmission
costs and disk storage charges.

A) Futures and Currency Forward Contracts $2.00 per Issue per Day

B) Dow Xxxxx Markets (formerly Telerate Systems, Inc.)* (if
applicable)

*Based on current vendor costs, subject to change.

Specific costs will be identified based upon options selected by
the client and will be billed monthly.

C) Reuters, Inc.*
*Based on current vendor costs, subject to change.

Investor Services Group does not currently pass along charges
for domestic security prices supplied by Reuters, Inc.

D) Municipal Market Data* (if applicable)
*Based on current vendor costs, subject to change.

Specific costs will be identified based upon options selected by
the client and will be billed monthly.

III. SEC YIELD CALCULATION: (if applicable)
Provide up to 12 reports per year to reflect the yield calculations
for non-money market Funds required by the SEC, $1,000 per year per
Fund. For multiple class Funds, $1,000 per year per class. Daily SEC
yield reporting is available at $3,000 per year per Fund (US dollar
denominated securities only).

CUSTODY ADMINISTRATION FEES

70% of the following fees will apply to Custody Administration Fees

I. DOMESTIC SECURITIES AND ADRs Per Portfolio: (1/12th payable monthly)
U.S. Dollar Denominated Securities only

For the Developing Markets Fund and International Equity Fund:
.000168 On First $75 Million of Average Net Assets
.000120 On the Next $75 Million of Average Net Assets
.000100 Over $150 Million of Average Net Assets

Minimum monthly fee is $500 per portfolio.

For the U.S. Government Money Fund and the Municipal Money Fund

.00015 On First $50 Million of Average Net Assets
.000125 On the Next $50 Million of Average Net Assets
.0001 On the Next $400 Million of Average Net Assets
.00008 On the Next $500 Million of Average Net Assets
.00006 Over $1 Billion of Average Net Assets

Minimum monthly fee is $500 per portfolio.

II. CUSTODY DOMESTIC SECURITIES TRANSACTIONS CHARGE: (billed monthly)
Long Term
Funds Money Funds

Book Entry DTC, Federal Book Entry $14.00 $12.00
PTC, held elsewhere securities $14.00 $15.00
Physical/Options/RIC's $24.00 $24.00
Mortgage Backed Securities --
Principal paydown per pool $11.00 $ 7.00
Wires N/A $ 5.00
Check Request N/A $ 8.50

A transaction includes buys, sells, maturities or free security
movements.

III. WHEN ISSUED, SECURITIES LENDING, INDEX FUTURES, etc.:

Should any investment vehicle require a separate segregated custody
account, a fee of $250 per account per month will apply to the long
term funds, $125 per account per month for the money funds.

IV. CUSTODY OF FOREIGN SECURITIES PER GLOBAL PORTFOLIO

Countries *Safekeeping Charges Transaction Fee
(BASIS POINTS) (USD)
--------- -------------------- ---------------

Argentina 26 65

Countries *Safekeeping Charges Transaction Fee
(BASIS POINTS) (USD)
--------- -------------------- ---------------

Australia 4 00

Xxxxxxx 00 00

Xxxxxxx (xxx bds) 5 75

Belgium (equities and Cpn bds) 5 75

Xxxxxx 00 00

Xxxxxx 0 00

Xxxxx 29 90

China 29 105

Xxxxxxxx 00 000

Xxxxx Xxxxxxxx 44 105

Denmark 6 85

Euromarket (Cedel/Euroclear) 3 30

Xxxxxxx 00 00

Xxxxxx 0 00

Xxxxxxx 4 60

Greece 39 125

Hong Kong 6 00

Xxxxxxx 00 000

Xxxxx 49 135**

Indonesia 24 90

Ireland 4 45

Israel 14 00

Xxxxx 0 00

Xxxxx (xxxxx) 0 00

Xxxxx (equities) 5 55

Luxembourg 3 30

Malaysia 10 85

Mexico 10 65

Morocco 38 130

Countries *Safekeeping Charges Transaction Fee
(BASIS POINTS) (USD)
--------- -------------------- ---------------

Netherlands 4 50

New Zealand 6 50

Xxxxxx 0 00

Xxxxxxxx 00 000

Xxxx 00 000

Xxxxxxxxxxx 00 000

Poland 64 125

Portugal 00 000

Xxxxxx (xxxxxxxx) 00 000

Xxxxxxxxx 0 000

Xxxxx Xxxxxx 8 50

South Korea 16 00

Xxxxx 0 00

Xxx Xxxxx 29 75

Sweden 5 85

Xxxxxxxxxxx 0 00

Xxxxxx 00 00

Xxxxxxxx 10 00

Xxxxxx 00 000

Xxxxxx Xxxxxxx 3 40

Venezuela 39 100

CHART NOTES:

* Fee expressed in basis points per annum is calculated based
upon month-end market value.
** Transaction charge is per 10,000 shares or part thereof.

Funds Transfer -- $25.00 per transaction (for cash transfers not
related to security settlements).

A transaction includes buys, sells, maturities or Free Security
movements.

GLOBAL NETWORK USAGE FEE -- Minimum monthly fee is $500 per
portfolio.

V. CUSTODY MISCELLANEOUS FEES

Administrative fees incurred in certain local markets will be passed
onto the customer with a detailed description of the fees. Fees
include income collection, corporate action handling, overdraft
charges, funds transfer, special local taxes, stamp duties,
registration fees, messenger and courier services and other
out-of-pocket expenses.

Lost Shareholder Search/Reporting $2.75 per account search*
*The per account search fee shall be waived until June 2000 so long
as the Fund retains Xxxxx Tracers, Inc. ("KTI") to provide the Fund
with KTI's In-Depth Research Program" services.

MISCELLANEOUS CHARGES

The Fund shall be charged for the following products and services as
applicable:
o Ad hoc reports
o Ad hoc SQL time
o COLD Storage
o Document Retrieval
o SAS 70
o Banking Services, including incoming and outgoing wire charges
o Microfiche/microfilm production
o Magnetic media tapes and freight
o Manual Pricing
o Pre-Printed Stock, including business forms, certificates,
envelopes, checks and stationary

PROGRAMMING COSTS

The following programming rates are subject to an annual 5% increase
after the one year anniversary of the effective date of this Agreement.

(a) Dedicated Team:
Programmer: $100,000 per annum
BSA: $ 85,000 per annum
Tester: $ 65,000 per annum

(b) System Enhancements (Non Dedicated Team): $150.00 per/hr per
programmer

ADDITIONAL SERVICES

To the extent the Funds commence using investment techniques such as Security
Lending, Swaps, Leveraging, Short Sales, Derivatives, Precious Metals, or
foreign currency futures and options, additional fees will apply.
Activities of a non-recurring nature such as shareholder

in-kinds, fund consolidations, mergers or reorganizations will be subject to
negotiation. Any additional/enhanced services, programming requests, or reports
will be quoted upon request.

SCHEDULE D

Out-of-pocket Expenses

The Fund shall reimburse Investor Services Group monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:

o Postage - direct pass through to the Fund
o Telephone and telecommunication costs, including all lease,
maintenance and line costs
o Proxy solicitations, mailings and tabulations
o Shipping, Certified and Overnight mail and insurance
o Terminals, communication lines, printers and other equipment and
any expenses incurred in connection with such terminals and lines
o Duplicating services
o Due diligence mailings
o Daily & Distribution advice mailings
o Year-end form production and mailings
o Forms and supplies for the preparation of Board meetings and
other materials for the Fund
o Courier services
o Federal Reserve charges for check clearance
o Overtime, as approved by the Fund
o Temporary staff, as approved by the Fund
o Travel and entertainment, as approved by the Fund
o Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping vendors
o Third party audit reviews
o Insurance
o Pricing services (or services used to determine Fund NAV)
o Vendor set-up charges for Blue Sky and other services
o Vendor pricing comparison
o Such other expenses as are agreed to by Investor Services Group and
the Fund

The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with Investor Services Group. In addition,
the Fund will promptly reimburse Investor Services Group for any other
unscheduled expenses incurred by Investor Services Group whenever the Fund and
Investor Services Group mutually agree that such expenses are not otherwise
properly borne by Investor Services Group as part of its duties and obligations
under the Agreement.

SCHEDULE E

FUND DOCUMENTS

1. Certified copy of the Declaration of Trust of the Fund, as amended

2. Certified copy of the By-laws of the Fund, as amended

3. Copy of the resolution of the Board of Trustees authorizing the execution and
delivery of this agreement

4. Specimens of the certificates for Shares of the Fund, if applicable, in the
form approved by the Board of Trustees of the Fund, with a certificate of
the Secretary of the Fund as to such approval

5. All account application forms and other documents relating to Shareholder
accounts or to any plan, program or service offered by the Fund

6. All notices issued by the Fund with respect to the Shares including the
giving of notice of any special or annual meetings of shareholders

7. Listing of all jurisdictions in which each portfolio is lawfully available
for sale and all information relative to the monitoring of sales and
registrations of Fund shares in such jurisdictions

8. Each Fund's most recent post-effective amendment to its Registration
Statement

9. Each Fund's most recent Prospectus and Statement of Additional Information
and all amendments and supplements thereto

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