Exhibit 13.40
July __, 1997
XXXXXXXX-XXXXXXXXX MUTUAL FUNDS
Re: Accounting Services Fees
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Dear Sir/Madam:
This letter constitutes our agreement with respect to compensation to
be paid to PFPC Inc. ("PFPC") under the terms of an Accounting Services
Agreement dated April 1, 1993 between PFPC and Xxxxxxxx-Xxxxxxxxx Mutual Funds
("you" or the "Fund") as amended from time to time (the "Agreement") relating to
the Funds set forth on the attached list (each individually a "Portfolio" and
together the "Portfolios"). Pursuant to Paragraph 11 of that Agreement, and in
consideration of services to be provided, each Portfolio will pay PFPC annual
accounting and servicing fees, to be calculated daily and paid monthly. Each
Portfolio will also reimburse PFPC for its out-of-pocket expenses incurred on
behalf of that Portfolio, including, but not limited to, postage, telephone,
telex, federal express, overnight delivery services, daily report
transmissions, record retention/storage and outside independent pricing service
charges.
The annual accounting fee shall be payable in equal monthly
installments of $3,250 with respect to each Portfolio of the Fund PLUS .030% of
each Portfolio's average daily net assets from $100 million to $250 million;
.020% of each Portfolio's average daily net assets from $250 million to $500
million; and .015% of each Portfolio's average daily net assets over $500
million.
The annual servicing fee shall be $3,000 per month per Portfolio, plus
a class-level servicing fee of $1,000 per month for each class of a multi-class
Portfolio. The aggregate servicing fees for all of the Portfolios and classes
combined shall be allocated daily to each Portfolio based on its net assets
relative to the total net assets of all Portfolios in the Fund. Each Portfolio
shall pay its pro-rata share of the aggregate servicing fee on a monthly basis.
The fee for the period from the date hereof until the end of that
calendar year shall be prorated according to the proportion which such period
bears to the full annual period commencing on the date hereof.
If the foregoing accurately sets forth our agreement, and you intend
to be legally bound thereby, please execute a copy of this letter and return it
to us.
Very truly yours,
PFPC INC.
By:
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Title:
Accepted:
XXXXXXXX-XXXXXXXXX MUTUAL FUNDS
By:
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Title: