Exhibit (d)(3)
May 13, 2004
X. Xxxxx Xxxxx, Xx., President
Xxxxxxxx-Xxxxxxxxx Institutional Funds, Inc.
000 Xxxx Xxxxxxxx
Xxx Xxxxx XX 00000
RE: Fee Reductions
Dear Sir/Madam:
This letter is to set forth the agreement among Xxxxxxxx-Xxxxxxxxx Fund, Inc,
(the "Fund"), Prudential Investments LLC ("PI"), and Xxxxxxxx-Xxxxxxxxx Capital
Management LLC ("NACM") regarding the fees payable by the Fund to PI and by PI
to NACM under investment advisory agreements with the Fund to reflect the waiver
for a one-year period by NACM of certain subadvisory fees. Effective June 1,
2004, and for the succeeding twelve month period, PI and NACM respectively agree
to the following annual fees payable under the advisory agreements with the
Fund:
PI NACM
-- ----
(paid by the Fund) (paid by XX)
..95% on the first $25 million of average net .75% on the first $25 million of average
assets net assets
..825% on the next $40 million .625% on the next $40 million
..70% thereafter .50% thereafter
If the foregoing agreement meets with your approval, then please indicate
the Fund's agreement and acceptance by execution below.
Very Truly Yours,
PRUDENTIAL INVESTMENTS LLC XXXXXXXX-XXXXXXXXX CAPITAL
MANAGEMENT LLC
By: /s/ Xxxxx Xxxxxx By: /s/ X. Xxxxx Xxxxx, Xx.
------------------------------- -----------------------------
Name: Xxxxx Xxxxxx Name: X. Xxxxx Xxxxx, Xx.
Title: Vice President Title: Managing Director
AGREED AND ACCEPTED:
XXXXXXXX-XXXXXXXXX FUND, INC.
By: /s/ X. Xxxxx Xxxxx, Xx.
-----------------------------
Name: X. Xxxxx Xxxxx, Xx.
Title: President
