xxxxx.adm
____________________, 1995
XXXXX TREASURY FUND
RE: ADMINISTRATION AND 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 Administration and Accounting
Services Agreement between PFPC and Xxxxx Treasury Fund ("you" or the "Fund")
dated _________________, 1995 (the "Agreement"). Pursuant to Paragraph 11 of
that Agreement, and in consideration of the services to be provided to each of
the Fund's investment portfolios listed on Exhibit A of the Agreement, as such
Exhibit A may be amended from time to time (each, a "Portfolio"), you will pay
PFPC the following:
1. An annual administration and accounting services fee, calculated daily
and payable monthly based upon the following: .10% of the first $200 million of
average net assets; .075% of the next $200 million of average net assets; .05%
of the next $200 million of average net assets; and .03% of average net assets
in excess of $600 million.
2. PFPC's out-of-pocket expenses including, but not limited to, overnight
express charges, outside independent pricing service charges, and travel
expenses incurred for board meeting attendance.
3. A minimum monthly fee of $8,333 per Portfolio, exclusive of out-of-
pocket expenses. The minimum monthly fee for each Portfolio with respect to
such Portfolio's first year of operations, exclusive of out-of-pocket expenses,
shall be waived for start-up portfolios in accordance with the following step-in
schedule:
Month Number Minimum Monthly
(from start of operations) Fee Waivers
-------------------------- ---------------
1-2 100%
3 90%
4 80%
5 70%
6 60%
7 50%
8 40%
9 30%
10 20%
11 10%
12 0%
If during the next three years, PFPC is removed from the Agreement
referenced above, the Fund shall pay any costs of time and material associated
with the deconversion and PFPC will recoup 100% of the fees waived during the
first two years.
The fee for the period from the date hereof until the end of that year
shall be prorated according to the proportion which such period bears to the
full annual period.
If the foregoing accurately sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.
Very truly yours,
PFPC INC.
By:_____________________________
Title:
Accepted:
XXXXX TREASURY FUND
By:______________________________
Title: