WITNESSETH

1
Exhibit 99(h)(i)
SERVICES AGREEMENT

THIS AGREEMENT, dated as of this 1st day of July, 1999 (the "Effective Date")
between XXXXXXXX FUNDS (the "Fund"), an Ohio business trust having its principal
place of business at 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, 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 13;

WHEREAS, the Fund on behalf of the Portfolios, desires to appoint
Investor Services Group as its administrator, custody administrator, fund
accounting agent, transfer agent, dividend disbursing agent 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) "Commencement Date" shall mean the date on which Investor
Services Group commences providing services to the Fund pursuant to
this Agreement.

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

(g) "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.

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

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

(j) "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;

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

(l) "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.

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

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

(o) "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 transfer agent and dividend disbursing agent for
Shares of each respective Portfolio of the Fund and as administrator, 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. This Agreement shall be effective as
of the Effective Date.

Article 3 DUTIES OF INVESTOR SERVICES GROUP.

3.1 Investor Services Group shall be responsible for providing all
services described in Schedule B, including:

(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.

(c) Performing the services of an administrator, including
corporate secretarial, treasury and blue sky services, custody
administration services and 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 exclusive service
provider with respect to the Print/Mail Services as set forth in
Schedule C for the fees also identified in Schedule C. Investor
Services Group agrees to perform the services and its obligations
subject to the terms and conditions of this Agreement.

(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 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.

3.3 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 any rules thereunder, 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.

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 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 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.

6.6 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 6.6
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 INVESTOR SERVICES GROUP SYSTEM.

7.1 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").

7.2 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.

7.3 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 8 REPRESENTATIONS AND WARRANTIES.

8.1 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;

(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; and

(f) all equipment and software provided or used by Investor
Services Group or any of its subsidiaries or divisions in connection
with rendering services to the Fund under the terms of this Agreement,
include or shall include design and performance capabilities so that
prior to, during, and after December 31, 1999 (the "Millennium Date
Change") they will not malfunction, produce invalid or incorrect
results, cause an

interruption in or diminish the quality of the services provided to the
Fund, or abnormally cease to function due to the Millennium Date
Change. Such design and performance capabilities shall include without
limitation the ability to recognize and process the Year 2000 and
thereafter and to manage and manipulate data involving dates, including
without limitation, (i) single century and multi-century formulas and
date values without resulting in the generation of incorrect values
involving such dates or causing an abnormal ending, (ii) date data
interfaces with functionalities and data fields that indicate the
century, and (iii) date-related functions that indicate the century.

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

(a) it is duly organized and existing 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;

(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;

(d) a registration statement under the Securities Act of 1933,
as amended, and the 1940 Act on behalf of each of the Portfolios is
currently effective and will remain effective, with respect to all
Shares of the Fund being offered for sale; and

(e) all outstanding Shares are validly issued, fully paid and
non-assessable and when Shares are hereafter issued in accordance with
the terms of the Fund's Articles of Incorporation and its Prospectus
with respect to each Portfolio, such Shares shall be validly issued,
fully paid and non-assessable.

Article 9 INDEMNIFICATION.

9.1 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), 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
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, 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 ; if Investor Services Group
has relied on the Fund's instructions to file notices in such states
and has done so 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.

9.2 The Fund shall not be responsible for and Investor
Services Group shall indemnify and hold the Fund harmless from and against any
and all Claims which result from the negligence, bad faith or willful misconduct
of Investor Services Group in the performance of its duties hereunder.

9.3 In any case in which the either party (the "Indemnifying Party")
may be asked to indemnify or hold the other (the "Indemnified Party") harmless,
the Indemnified Party will notify the Indemnifying Party promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party although the
failure to do so shall not prevent recovery by the Indemnified Party and shall
keep the Indemnifying Party advised with respect to all developments concerning
such situation. The Indemnifying Party shall have the option to defend the
Indemnified Party against any Claim which may be the subject of this
indemnification, and, in the event that the Indemnifying Party so elects, such
defense shall be conducted by counsel chosen by the Indemnifying Party and
satisfactory to the Indemnified Party, and thereupon the Indemnifying Party
shall take over complete defense of the Claim and the Indemnified Party shall
sustain no further legal or other expenses in respect of such Claim. The
Indemnified Party will not confess any Claim or make any compromise in any case
in which the Indemnifying Party will be asked to provide indemnification, except
with the Indemnifying Party's prior written consent. The obligations of the
parties hereto under this Article 9 shall survive the termination of this
Agreement.

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

(a) one year after the Investor Services Group 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.

9.5 Except for remedies that cannot be waived as a matter of law (and
injunctive or provisional relief), the provisions of this Article 9 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 9 may apply.

Article 10 STANDARD OF CARE.

10.1 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 negligence, bad faith or willful misconduct or
that of its employees.

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

Article 11 CONSEQUENTIAL DAMAGES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT
SHALL EITHER PARTY, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR LOST PROFITS, INCIDENTAL,
INDIRECT OR CONSEQUENTIAL DAMAGES.

As used in the preceding paragraph "indirect or consequential damages"
means damages which do not flow directly from the act of the party or which
arise from the intervention of special circumstances not ordinarily predictable,
and does NOT include direct damages which arise naturally or ordinarily from a
breach of contract.

Article 12 TERM AND TERMINATION.

12.1 This Agreement shall be effective on the date first written above
and shall continue for a period of one (1) year (the "Initial Term").

12.2 Upon the expiration of the Initial Term, this Agreement shall,
subject to annual review and adjustment, 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.

12.3 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.

12.4 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.

12.5 Notwithstanding anything contained in this Agreement to the
contrary, should the Fund desire to move any of the services provided by
Investor Services Group hereunder to a successor service provider prior to the
expiration of the then current Initial or Renewal Term, or should the Fund or
any of its affiliates take any action which would result in Investor Services
Group ceasing to provide transfer agency, administration or fund accounting
services to the Fund prior to the expiration of the Initial or any Renewal Term,
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. In connection with the foregoing, should services be converted to a
successor service provider or should the Fund or any of its affiliates take any
action which would result in Investor Services Group ceasing to provide transfer
agency, administration or fund accounting services to the Fund prior to the
expiration of the Initial or any Renewal Term, the payment of fees to Investor
Services Group as set forth herein shall be accelerated to a date prior to the
conversion or termination of services and calculated as if the services had
remained with Investor Services Group until the expiration of the then current
Initial or Renewal Term and calculated at the asset and/or Shareholder account
levels, as the case may be, on the date notice of termination was given to
Investor Services Group.

Article 13 ADDITIONAL PORTFOLIOS

13.1 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 service provider
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, Schedule A shall be amended to include such additional Portfolios.

Article 14 CONFIDENTIALITY.

14.1 The parties agree that the Proprietary Information (defined below)
(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,
regulators, and

professional advisors, provided they first agree in writing to be bound by the
confidentiality obligations substantially similar to this Section 14.1.
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.

14.2 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, client or customer relationships, client or
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 and trade secrets,
whether or not patentable or copyrightable.

14.3 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.

14.4 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 15 FORCE MAJEURE; EXCUSED NON-PERFORMANCE.

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 addition, no party shall be liable for
any default or delay in the performance of its obligations under this Agreement
if and to the extent that such default or delay is caused, directly or
indirectly, by the actions or inactions of the other party. 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 16 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;
provided, however, that the engaging of any such subcontractor shall not affect
or alter Investor Services Group's responsibilities or liabilities under this
Agreement.

Article 17 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:
Xxxxxxxx Funds
0000 Xxxxxxx Xxx
Xxxxxxxxx XX 00000

Attention: Xxxxx Xxxxxxxx, 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 18 GOVERNING LAW/VENUE.

The laws of the State of Ohio, 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 Cleveland, and Investor Services
Group and the Fund hereby submit themselves to the exclusive jurisdiction of
those courts.

Article 19 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 20 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 21 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 22 RELATIONSHIP OF PARTIES/NON-SOLICITATION.

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

22.2 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 23 ENTIRE AGREEMENT; SEVERABILITY.

23.1 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.

23.2 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 24 MISCELLANEOUS.

"Xxxxxxxx Funds" is a business trust organized under Chapter 1746, Ohio Revised
Code and under a Declaration of Trust, to which reference is hereby made and a
copy of which is on file at the office of the Secretary of State of Ohio as
required by law, and to any and all amendments thereto so filed or hereafter
filed. The obligations of "Xxxxxxxx Funds" entered into in the name or on behalf
thereof by any of the Trustees, officers, employees or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, officers, employees, agents or shareholders of the Fund personally,
but bind only the assets of the Fund, as set forth in Section 1746.13(A), Ohio
Revised Code, and all persons dealing with any Portfolio of the Fund must look
solely to the assets of the Fund belonging to such Portfolio for the enforcement
of any claims against the Fund.

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.

XXXXXXXX FUNDS

By: /s/Xxxxx Xxxxxxxx
-----------------
Xxxxx Xxxxxxxx

Title: President
---------

FIRST DATA INVESTOR SERVICES GROUP,
INC.

By: /s/Xxxxxxx X. Xxxxx
-------------------
Xxxxxxx X Xxxxx

Title: Senior Vice President
----------------------

SCHEDULE A
----------

XXXXXXXX GROWTH AND INCOME FUND
XXXXXXXX GROWTH FUND
XXXXXXXX GOVERNMENT SECURITIES FUND
XXXXXXXX INTERNATIONAL EQUITY FUND
XXXXXXXX EMERGING GROWTH FUND

SCHEDULE B
----------

DUTIES OF INVESTOR SERVICES GROUP

Fund Accounting and Portfolio Valuation Services

DAILY ACCOUNTING SERVICES
-------------------------

1) CALCULATE NET ASSET VALUE PER SHARE:
- Update the daily market value of securities held by the Fund
using Investor Services Group's standard agents for pricing
domestic equity and bond securities as approved y the Fund's
Board of Trustees.
- If necessary, enter limited number of manual prices supplied
by the Fund.
- Prepare NAV proof sheet. Review components of change in NAV
for reasonableness.
- Review variance reporting on-line and in hard copy for price
changes in individual securities using variance levels
established by the Fund. Verify U.S. dollar security prices
exceeding variance levels by notifying the Fund and pricing
sources of noted variance.
- Review for ex-dividend items indicated by pricing sources;
trace to general ledger for agreement.
- Communicate required pricing information (NAV) to the Fund,
Transfer Agent and, electronically, to NASDAQ.

2) DETERMINE AND REPORT CASH AVAILABILITY TO FUND BY APPROXIMATELY 9:30 AM
EASTERN TIME:
- Receive daily cash and transaction statements from the
Custodian by 8:30 AM Eastern time.
- Receive previous day shareholder activity reports from the
Fund's Transfer Agent by 8:30 AM Eastern time.
- Fax hard copy Cash Availability calculations with all details
to Fund.
- Supply Fund with 5-day cash projection report.
- Prepare and complete daily bank cash reconciliation's
including documentation of any reconciling items and notify
the Custodian and the Fund.

3) RECONCILE AND RECORD ALL DAILY EXPENSE ACCRUALS:
- Accrue expenses based on Fund supplied budget either as
percentage of Fund's net assets or specific dollar amounts.
- If applicable, monitor expense limitations established by
Fund.
- If applicable, accrue daily amortization of Organizational
Expense.
- If applicable, complete daily accrual of 12b-1 expenses.

4) VERIFY AND RECORD ALL DAILY INCOME ACCRUALS FOR DEBT ISSUES:
- Review and verify all system generated Interest and
Amortization reports.
- Establish unique security codes for bond issues to permit
segregated Trial Balance income reporting.

5) MONITOR SECURITIES HELD FOR CASH DIVIDENDS:
Monitor corporate actions and capital changes such as splits,
mergers, spinoffs, etc. and process appropriately.
- Monitor electronically received information from pricing
vendors for all securities.
- Review current daily security trades for dividend activity.
- Interface with custodian to monitor timely collection and
postings of corporate actions, dividends and interest.

6) ENTER ALL SECURITY TRADES BASED ON WRITTEN INSTRUCTIONS FROM THE FUND.
- Review system verification of trade and interest calculations.
- Verify settlement through the Custodian statements.
- Maintain security ledger transaction reporting.
- Maintain tax lot holdings.
- Determine realized gains or losses on security trades.

- Provide complete broker commission reporting.

7) ENTER ALL TRUST SHARE TRANSACTIONS:
- Process activity identified on the Transfer Agent reports.
- Verify settlement through the Custodian statements.
- Reconcile to the Investor Services Group Transfer Agent report
balances.

8) PREPARE AND RECONCILE/PROVE ACCURACY OF THE DAILY TRIAL BALANCE
(listing all asset, liability, equity, income and expense accounts)
- Post manual entries to the general ledger.
- Post custodian bank activity.
- Post shareholder and security transactions.
- Post and verify system generated activity, i.e., income and
expense accruals.
- Prepare general ledger net cash proof used in NAV calculation

9) REVIEW AND RECONCILE WITH CUSTODIAN STATEMENTS:
- Verify all posted interest, dividends, expenses, and
shareholder and security payments/receipts, etc.
(Discrepancies will be reported to and resolved by the
Custodian.)
- Post all cash settlement activity to the Trial Balance.
- Reconcile to ending cash balance accounts.
- Clear subsidiary reports with settled amounts.
- Track status of past due items and failed trades handled by
the Custodian.

10) SUBMISSION OF DAILY ACCOUNTING REPORTS TO THE FUND: (Additional reports
readily available.)
- Trial Balance.
- Portfolio Valuation (listing inclusive of holdings,
costs, market values, unrealized
appreciation/depreciation and percentage of portfolio
comprised of each security).
- NAV Calculation Report.
- Cash Availability and 5 day Cash Projection Report.

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 Fund by 10th business day.

2) SUBMISSION OF MONTHLY REPORTS TO THE FUND:
- Security Purchase/Sales Journal.
- Interest and Maturity Report.
- Brokers Ledger (Commission Report).
- Security Ledger Transaction Report with Realized Gains/Losses.
- Security Ledger Tax Lot Holdings Report.
- Additional reports available upon request.

3) RECONCILE ACCOUNTING ASSET LISTING TO CUSTODIAN ASSET LISTING:
- Report any security balance discrepancies to the Custodian and
the Fund.

4) PROVIDE MONTHLY ANALYSIS AND RECONCILIATION OF ADDITIONAL TRIAL BALANCE
ACCOUNTS, such as:
- Security cost and realized gains/losses.
- Interest/dividend receivable and income.
- Payable/receivable for securities purchased and sold.
- Payable/receivable for fund shares; issued and redeemed.
- Expense payments and accruals analysis.

5) IF APPROPRIATE, PREPARE AND SUBMIT TO THE FUND:
- SEC yield reporting (non-money market funds).
- Income by state reporting.

- Standard Industry Code Valuation Report.
- Alternative Minimum Tax Income segregation schedule.

ANNUAL (AND SEMI-ANNUAL) ACCOUNTING SERVICES
--------------------------------------------

1) Assist and supply auditors with schedules supporting securities and
shareholder transactions, income and expense accruals, etc. during the
year in accordance with standard audit assistance requirements.

2) PROVIDE NSAR REPORTING (ACCOUNTING QUESTIONS):

If applicable, 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, 76

NOTE: Complete NSAR reporting is provided by Investor Services Groups'
Administration Group.

FUND ADMINISTRATION SERVICES

REGULATORY COMPLIANCE
---------------------

A. Compliance - Investment Company Act of 1940

1. Review, report and renew
a. investment advisory contracts
b. fidelity bond
c. underwriting contracts
d. distribution (12(b)-1) plans -
includes NASD Rule 26 calculations
e administration contracts
f. accounting contracts
g. custody contracts
h. transfer agent and shareholder
services

2. Filings.
a. N-SAR (semi-annual report)
b. N-1A (prospectus), post-effective
amendments and supplements
("stickers")
c. 24f-2 indefinite registration of
shares
d. filing fidelity bond under 17g-1
e. filing shareholder reports under
30b2-1

B. Performing "Blue Sky" compliance functions, as
follows:

1. Effecting and maintaining, as the case may
be, the filing of notices to sell Shares of
the Fund under the securities laws of the
jurisdictions listed in the Written
Instructions of the Fund, which instructions
will include the amount of Shares to be
registered as well as the warning threshold
to be maintained. Any Written Instructions
not received at least 45 days prior to the
date the Fund intends to offer or sell its
Shares cannot be guaranteed a timely
notification to the states. In addition,
Investor Services Group shall not be
responsible for providing to any other
service provider of the Fund a list of the
states in which the Fund may offer and sell
its Shares.

2. Filing with each appropriate jurisdiction
the appropriate materials relating to the
Fund. The Fund shall be responsible for
providing such materials to Investor
Services Group, and Investor Services Group
shall make such filings promptly after
receiving such materials.

3. Providing to the Fund quarterly reports of
sales activity in each jurisdiction in
accordance with the Written Instructions of
the Fund. Sales will be reported by
shareholder residence. NSCC trades and order
clearance will be reported by the

state provided by the dealer at the point of
sale. Trades by omnibus accounts will be
reported by trustee state of residence in
accordance with the Written Instructions of
the Fund outlining the entities which are
permitted to maintain omnibus positions with
the Fund.

4. In the event sales of Shares in a particular
jurisdiction reach or exceed the warning
levels provided in the Written Instructions
of the Fund, Investor Services Group will
promptly notify the Fund with a
recommendation of the amount of Shares to be
registered in such jurisdiction and the fee
for such registration. Investor Services
Group will not register additional Shares in
such jurisdiction unless and until Investor
Services Group shall have received written
instructions from the Fund to do so.

5. If Investor Services Group is instructed by
the Fund not to file notices to sell Shares
in a particular jurisdiction, Investor
Services Group will use its best efforts to
cause any sales in such jurisdictions to be
blocked, and such sales will not be reported
to Investor Services Group as sales of
Shares of the Fund.

C. Compliance - Other
1. applicable stock exchange rules
2. applicable state tax laws

II. CORPORATE BUSINESS AND SHAREHOLDER/PUBLIC INFORMATION
-----------------------------------------------------

A. Trustees/Management
1. Preparation of meetings
a. agendas - all necessary items of
compliance
b. keep attendance records
c. maintain corporate records/minute
book

B. Maintain Corporate Calendars and Files
1. General
2. Blue sky

C. Release Corporate Information
1. To shareholders
2. To financial and general press
3. To industry publications
a. distributions (dividends and
capital gains)
b. tax information
c. changes to prospectus
d. letters from management
e. funds'
performance
4. Respond to:
a. financial press
b. miscellaneous shareholders
inquiries
c. industry questionnaires

III. FINANCIAL AND MANAGEMENT REPORTING
----------------------------------

A. Income and Expenses
1. preparation of budgets
2. expense figures calculated and
accrual levels set
3. monitoring of expenses, including
payments of Fund expenses, and
expense caps
4. approve and authorize payment of
expenses
5. projection of income
6. checking account reconciliation

7. calculation of advisory fee, 12b-1
fee and reimbursement to Fund( if
applicable)
8. authorize the recording and
amortization of orgnaizational
costs pre-paid expenses (supplied
by the Advisor), for start-up funds
and reorgnaizations
9. calculation of average net assets
10. expense ratio calculation

B. Distributions to Shareholders

1. Projections and calculation of
distribution amounts

a. compliance with income tax
provisions

b. compliance with excise tax
provisions
c. compliance with Investment
Company Act of 1940
2. Compilation and reclassification of
distributions, where applicable,
for year end tax reporting to
shareholders
3. book/Tax identification and
adjustments at required
distribution periods(in conjuction
with the Fund and their auditors)

C. Financial Reporting
1. preparation of unaudited and
audited reports to shareholders
2. 60 day delivery to SEC and
shareholders
3. preparation of semi-annual and
annual N-SAR's
4. liaison between
fund management and printers for financial
reports

D. Subchapter M Compliance
1. Asset diversification test
2. Income qualification test

E. Other Financial Analyses

1. Sales information, portfolio
turnover (monthly)
2. Work closely with independent
auditors on return of capital
presentation, excise tax
calculation
3. Performance (total return)
calculation (monthly)
4. 1099 Miscellaneous - prepared and
filed for Directors/Trustees
(annual)
5 Analysis of interest derived from
various Government obligations
(annual) (if interest income was
distributed in a calendar year)
6. Review and characterize
1099-Dividend Forms
7. Prepare and coordinate with printer
and the printing and mailing of
1099-Dividend Insert Cards

F. Review and Monitoring Functions
1. Review NAV calculations
2. Coordinate and review transfer
agent, accounting and custody
functions
3. Review accruals, expenditures and
payment trail commissions where
applicable

G. Preparation and distribution of periodic operation
reports to management

H. Monitor money market funds under Rule 2a-7

TRANSFER AGENT/SHAREHOLDER SERVICES

THE FOLLOWING IS A LIST OF TRANSFER AGENCY SERVICES TO BE PROVIDED UNDER THIS
AGREEMENT:

A. Shareholder File Services

1. Establish new accounts and enter demographic data into shareholder
base. Includes in-house processing and NSCC - Fund/SERV - Networking
transmissions.

2. 100% quality of new account information, including verification of
initial investment.

* 3. 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.

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

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

6. Maintain tax ID certification and NRA records for each account,
including backup withholding.

7. Provide written confirmation of address changes.

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

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

10. 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.

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

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, FundSERV and
wire order trades, problem solving and process telephone transactions.

3. Silent monitoring of shareholder calls by the phone supervisor 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 track volumes, length of calls, 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 thoroughly
researched by a correspondence team member. These inquires include
such items, as account/customer file information, complete historical
account information, stop payments on checks, transaction details, and
lost certificates.

C. Investment Processing

1. Initial investment (checks or Fed wires).

2. Subsequent investments (checks or Fed wires) processed through lock
box.

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

4. Government allotments through ACH system.

5. Prepare and process telephone purchase transactions.

* 6. NSCC-FundSERV trades.

D. Redemption Processing

1. Process letter redemption requests.

2. Process telephone redemption transactions.

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

4. Issue checkbooks and process checkbook redemptions through agent bank.

5. Redemptions proceeds distributed to shareholder by check, Fed wire or
ACH processing.

* 6. Provide NSCC - FundSERV trade processing.

E. Exchange & Transfer Processing

1. Process legal transfers.

2. Issue and cancel certificates.

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

4. Process exchange transactions (letter and telephone request).

5. Process ACATS transfers.

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 70-1/2 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 IRA's and:
a. Identification of employer contributions

3. Fund sponsored Qualified plans offered:

a. Plan document available
b. Omnibus/master account processing only
c. Produce annual statements
d. Process contributions
e. Process distributions
f. Process rollover and Transfer of Assets transactions

G. Settlement & Control

1. Daily review of processed shareholder transactions to assure input was
processed correctly. Accurate trade activity figures passed to Fund's
Accounting Agent by 10:00 a.m. EST.

2. Preparation of daily cash movement information to be passed to the
Fund's Accounting Agent and Custodian Bank by 10:00 a.m. EST for use
in determining 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 include the proper notification of
any booking entries needed, as well as any necessary cash movement.

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

a. Review record date report for accuracy of shares.

b. Preparation of dividend settlement report after dividend is
posted. Verify the posting date shares, the rate used and the NAV
price of reinvest date to ensure dividend was posted properly.

c. Distribute copies to the Fund's Accounting Agent.

d. Preparation of the checks prior to being mailed.

e. Sending of any dividends via wires if requested.

f. Preparation of cash movement information for the cash portion of
the dividend payment 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 FPS clients. Monthly deposits to the IRS
of all types withhold 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/FundSERV activity.

H. 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 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 form stock and envelopes from vendor in
preparation of tax reporting. Review against IRS requirements to
ensure accuracy.

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 cross over dividends
and prior year XXX contributions.

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

I. Client Services

1. An Account Manager is assigned to each relationship. The Account
Manager acts as the liaison between the Fund and the Transfer Agency.
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 mailing and special
mailings.
b. Coordinate with the Fund the shipment of materials for scheduled
mailings.
c. Liaison between the Fund and support services for preparation of
proofs and eventual printing of statement forms, certificates,
proxy cards, envelopes, etc.
d. Handle 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. Order special reports, tapes, discs for special systems requests
received.
f. Implement any new operational procedures, i.e., check writing
feature, load discounts, minimum waivers, sweeps, telephone
options, PAD promotions, etc.
g. Coordinate with systems, services and operations any special
events, i.e., mergers, new fund start ups, small account
liquidations, combined statements, household mailings, additional
mail files, etc.
h. Prepare standard operating procedures and review prospectuses for
new start up funds and our current client base. Coordinate
implementation of suggested changes with the Fund.
i. Liaison between the Fund and the Transfer Agency staff regarding
all service and operational issues.

2. Proxy Processing (Currently one free per year)
a. Coordinate printing of cards with vendor.
b. Coordinate mailing of cards with Account Manager and mailroom.
c. Provide daily report totals to Account Manager for client
notification.

d. Preparation of affidavit of mailing documents.
e. Provide one shareholder list.
f. Prepare final tabulation letter.

3. Blue Sky Processing
a. Maintain file with additions, deletions, changes and updates at
the Fund's direction.
b. Provide daily and monthly reports to enable the Fund to do
necessary state filings.

J. Cash Management Services.

1. Investor Services Group shall establish demand deposit
accounts (DDA's) with a cash management provider to
facilitate the receipt of purchase payments and the
processing of other Shareholder-related transactions.
Investor Services Group shall retain any excess balance
credits earned with respect to the amounts in such DDA's
("Balance Credits") after such Balance Credits are first
used to offset any banking service fees charged in
connection with banking services provided on behalf of the
Fund. Balance Credits will be calculated and applied toward
the Fund's banking service charges regardless of the
withdrawal of DDA balances described in Section (b) below.

2. DDA balances which cannot be forwarded on the day of receipt
may be withdrawn on a daily basis and invested in U.S.
Treasury and Federal Agency obligations, money market mutual
funds, repurchase agreements, money market preferred
securities (rated A or better), commercial paper (rated A1
or P1), corporate notes/bonds (rated A or better) and/or
Eurodollar time deposits (issued by banks rated A or
better). Investor Services Group bears the risk of loss on
any such investment and shall retain any earnings generated
thereby. Other similarly rated investment vehicles may be
used, provided however, Investor Services Group shall first
notify the Fund of any such change.

3. Investor Services Group may facilitate the payment of distributions from
the Fund which are made by check ("Distributions") through the "IPS
Official Check" program. "IPS Official Check" is a product and service
provided by Investor Services Group's affiliate, Integrated Payment Systems
("IPS"). IPS is licensed and regulated as an "issuer of payment
instruments". In the event the IPS Official Check program is utilized,
funds used to cover such Distributions shall be forwarded to and held by
IPS. IPS may invest such funds while awaiting presentment of items for
payment. In return the services provided by IPS, IPS imposes a per item
charge which is identified in the Schedule of Out-of-Pocket Expenses
attached hereto and shall retain, and share with Investor Services Group,
the benefit of the revenue generated from its investment practices.

K. 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.

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

* Separate fees will apply for these services.

CUSTODY ADMINISTRATION SERVICES

- Assign an experienced Custody Administrator to accept, control and
process the Fund's daily portfolio transactions.

- Match and review DTC eligible ID's and trade information with the
Fund's instructions for accuracy and coordinating with the Custodian
and the Accounting Agent for recording and affirmation processing with
the depository.

- Settle all depository eligible issues in a totally automated
environment. Transactions requiring physical delivery will be settled
through the Custodian's New York office.

- Assist the Fund in placing cash management trades through the
Custodian, such as commercial paper, CDs and repurchase agreements.

- Provide the Fund's fund accounting agent and investment Adviser 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.

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

- Communicate to the Fund and the Fund's 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.

- Work with fund accounting and the Custodian Bank on monthly asset
reconciliations.

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

- Provide a comprehensive program that audits transactions, monitors and
evaluates the Custodian's service and recommends changes that may
improve performance.

- Arrange for Securities Lending, Lines of Credit, and/or Letters of
Credit through the Custodian.

- Monitor Fund cash positions.

- Provide Automated Mortgage-Backed processing through the Custodian.

- Provide the Fund's auditors with trade documentation to help expedite
the fund's audit.

- Investor Services Group shall be entitled to retain any excess balance
credits or fee reductions or other concessions or benefits earned or
generated by or associated with the Fund's custodial accounts or made
available by the institution at

which such accounts are maintained after such benefits are first applied
towards banking service fees charged to the Fund by such institution.
- Give instructions and pay the Fund's fees and expenses, under each of the
Fund's Custody/Custodian Agreements, as agent for the Fund.
- Coordinate with each Custodian the payment of Fund dividends, distributions
under each of the Fund's Custody/Custodian Agreements and otherwise fulfill
the Fund's duties and responsibilities under each Agreement.

SCHEDULE C
----------

FEE SCHEDULE

I. Fees related to Portfolio Valuation and Mutual Fund Accounting,
Administration and Custody Administration

A. ANNUAL FEE SCHEDULE

.0020 On Average Daily Net Assets of $ 0 to $150 million
.0015 On Average Daily Net Assets of $150 to $300 million
.0010 On Average Daily Net Assets of $300 to $500 million
.0005 On Average Daily Net Assets over $500 million

1. The above fee is subject to a monthly minimum of $17,000 for the
portfolios listed in Schedule A as Existing. Any International
portfolios will increase this minimum by $5,000 per month. Any
other Portfolios will increase this fee by $4,000 per month

2. Fees are based on Combined Funds' Average Daily Net Assets.

B. PRICING SERVICES QUOTATION FEE
Specific costs will be identified based upon options selected by the
Trust and will be billed monthly.

Investor Services Group does not currently pass along the charges for
the 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 1.00 n/a n/a
--------------------------------------------------- ----------------- ---------------- ----------------

----------------- ---------------- ----------------

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

Month)
--------------------------------------------------- ----------------- ---------------- ----------------

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 (one-time) n/a n/a (e) .25 (c)
--------------------------------------------------- ----------------- ---------------- ----------------

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 EXCEPT AS NOTED.
(a) $35.00 per day minimum
(b) $25.00 per day minimum
(c) $ 1.00, if no cusip
(d) At no additional cost to Investor Services Group clients
(e) Interactive Data also charges monthly transmission costs
and disk storage charges.

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

2) 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 Trust and will be billed monthly.

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

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

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

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

E. SEC YIELD CALCULATION - For Domestic Funds Only: (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).

II. Fees related to Shareholder Servicing

A. TRANSFER AGENT AND SHAREHOLDER SERVICES:
$15.00 per account per year per portfolio

Minimum monthly fee - $2,000 per portfolio Each additional class
minimum monthly fee is $1,500.

B. RETIREMENT PLANS:
$12.00 per account per year annual maintenance fee

III. Fees related to Custody Administration

A. United Missouri Bank
CUSTODY DOMESTIC SECURITIES TRANSACTIONS CHARGE

Book Entry DTC, Federal Book Entry $ 12.00
NOW Accounts $ 2.50
Physical/Options/Physical GNMA's/RICs $ 24.50
Mortgage Backed Securities - Principal Pay Down Per Pool $ 10.00

B. The Bank of New York

Custody Domestic Securities Transactions Charge: (billed monthly)

Book Entry DTC, Federal Book Entry, PTC $ 12.00
Options/Futures $ 20.00
Physical Securities $ 20.00
P & I Paydowns $ 5.50
Wires $ 7.00
Check Request $ 6.00

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

CEDEL/EUROCLEAR
4 BPS safekeeping charge, $25 transaction charge.
Fee expressed in basis points per annum based upon month end market
value.

CUSTODY OF FOREIGN SECURITIES PER GLOBAL PORTFOLIO
(Bank of New York Custody Schedule)

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

Argentina 22 75
--------------------------------------- ------------------------- -------------------------

Australia 5 65
--------------------------------------- ------------------------- -------------------------

Austria 6 90
--------------------------------------- ------------------------- -------------------------

Bangladesh 49 180
--------------------------------------- ------------------------- -------------------------

Belgium (reg bds) 3.5 80
--------------------------------------- ------------------------- -------------------------

Belgium (equities and Cpn bds) 6 80
--------------------------------------- ------------------------- -------------------------

Brazil 34 40
--------------------------------------- ------------------------- -------------------------

Canada 3 20
--------------------------------------- ------------------------- -------------------------

Chile 34 65
--------------------------------------- ------------------------- -------------------------

China 24 20
--------------------------------------- ------------------------- -------------------------

Colombia 54 165
--------------------------------------- ------------------------- -------------------------

Xxxxx Xxxxxxxx 00 00
--------------------------------------- ------------------------- -------------------------

Denmark 4 110
--------------------------------------- ------------------------- -------------------------

Euromarket (Cedel/Euroclear) 4 20
--------------------------------------- ------------------------- -------------------------

Finland 16 75
--------------------------------------- ------------------------- -------------------------

France 5 75
--------------------------------------- ------------------------- -------------------------

Germany 3 40
--------------------------------------- ------------------------- -------------------------

Greece 34 150
--------------------------------------- ------------------------- -------------------------

Hong Kong 10 70
--------------------------------------- ------------------------- -------------------------

Hungary 69 205
--------------------------------------- ------------------------- -------------------------

India 54 180**
--------------------------------------- ------------------------- -------------------------

Indonesia 15 105
--------------------------------------- ------------------------- -------------------------

Ireland 4.5 55
--------------------------------------- ------------------------- -------------------------

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

Israel 79 60
--------------------------------------- ------------------------- -------------------------

Italy 5 95
--------------------------------------- ------------------------- -------------------------

Japan (bonds) 5 15
--------------------------------------- ------------------------- -------------------------

Japan (equities) 4 15
--------------------------------------- ------------------------- -------------------------

Luxembourg 9.50 85
--------------------------------------- ------------------------- -------------------------

Malaysia 11 95
--------------------------------------- ------------------------- -------------------------

Mexico 15 30
--------------------------------------- ------------------------- -------------------------

Morocco 39 115
--------------------------------------- ------------------------- -------------------------

Netherlands 8 17
--------------------------------------- ------------------------- -------------------------

New Zealand 4.5 90
--------------------------------------- ------------------------- -------------------------

Norway 4 90
--------------------------------------- ------------------------- -------------------------

Pakistan 44 170
--------------------------------------- ------------------------- -------------------------

Xxxx 00 195
--------------------------------------- ------------------------- -------------------------

Philippines 15 145
--------------------------------------- ------------------------- -------------------------

Poland 59 155
--------------------------------------- ------------------------- -------------------------

Portugal 34 145
--------------------------------------- ------------------------- -------------------------

Russia 31 170
--------------------------------------- ------------------------- -------------------------

Singapore 7 45
--------------------------------------- ------------------------- -------------------------

South Africa 3 40
--------------------------------------- ------------------------- -------------------------

South Korea 16 30
--------------------------------------- ------------------------- -------------------------

Spain 6 55
--------------------------------------- ------------------------- -------------------------

Sri Lanka 21 75
--------------------------------------- ------------------------- -------------------------

Sweden 4 65
--------------------------------------- ------------------------- -------------------------

Switzerland 4 105
--------------------------------------- ------------------------- -------------------------

Taiwan 20 105
--------------------------------------- ------------------------- -------------------------

Thailand 6 50
--------------------------------------- ------------------------- -------------------------

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

Turkey 34 105
--------------------------------------- ------------------------- -------------------------

United Kingdom 4 40
--------------------------------------- ------------------------- -------------------------

United Kingdom (gilts) 4 55
--------------------------------------- ------------------------- -------------------------

Uruguay (Equities) 64 90
--------------------------------------- ------------------------- -------------------------

Uruguay (bonds) 44 90
--------------------------------------- ------------------------- -------------------------

Venezuela 54 180

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.

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

GLOBAL NETWORK USAGE FEE:
$350 per portfolio per month.

If trades in foreign assets denominated in foreign currencies held in
the local country, the above fee will apply. The $350 fee is waived on
Euroclear/Cedel transactions.

Minimum charges imposed by Agent Banks/Local Administrators
Chile - USD 5,000 per annum.
Columbia - USD 600 per month.
Peru - USD 6,000 per annum per account.
Brazil - USD 15 basis points for annual administrative charge.
Taiwan - USD 3,000 account opening charge.

C. 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.

D. 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.

IV 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.

V Print/Mail Fees.

(a) Standard Pricing:

IMPLEMENTATION FEE: $ 5000.00 (Waived for conversion)

TESTING APPLICATION OR DATA REQUIREMENTS: $3.00/fax

WORK ORDER: $15.00 per workorder

DAILY WORK (CONFIRMS):
Hand: $71/K with $20.00 minimum (includes BRE or CRE)
$0.07/each additional insert

Machine: $42/K with $15.00 minimum (includes BRE or CRE)
$0.01/each additional insert

DAILY CHECKS*:
Hand: $91/K with $30.00 minimum daily (includes 1
insert)
$0.08/each additional insert

Machine: $52/K with $20.00 minimum (includes 1 insert)
$0.01/each additional insert

* There is a $3.00 charge for each 3606 Form sent.

STATEMENTS:
Hand: $78/K with $20.00 minimum (includes BRE or CRE)
$0.08/each additional insert
$125/K for intelligent inserting

Machine: $52/K with $20.00 minimum (includes BRE or CRE)
$0.01 each additional insert
$58/K for intelligent inserting

PERIODIC CHECKS:
Hand: $91/K with $30.00 minimum (includes 1 insert)
$0.08/each additional insert

Machine: $52/K with $30.00 minimum (includes 1 insert)
$0.01/each additional insert

12B1/DEALER COMMISSION CHECKS/STATEMENTS: $0.78/each envelope with
$30.00 minimum

SPAC REPORTS/GROUP STATEMENTS: $78/K with $20.00 minimum

LISTBILLS: $0.78 per envelope with $20.00 minimum

PRINTING CHARGES: (price ranges dependent on volumes)
$0.08/per confirm/statement/page
$0.10/per check

FOLDING (MACHINE): $18/K

FOLDING (HAND): $.12 each

PRESORT CHARGE: postage rate
$0.035 per piece

COURIER CHARGE: $15.00 for each on call courier trip/or actual cost
for on demand

OVERNIGHT CHARGE: $3.50 per package service charge plus Federal
Express/Airborne charge

INVENTORY STORAGE: $20.00 for each inventory location as of the 15th
of the month

INVENTORY RECEIPT: $20.00 for each SKU / Shipment

HOURLY WORK; SPECIAL PROJECTS, OPENING ENVELOPES, ETC...:
$24.00 per hour

SPECIAL PULLS: $2.50 per account pull

BOXES/ENVELOPES: Shipping boxes $0.85 each
Oversized Envelopes $0.45 each

FORMS DEVELOPMENT/PROGRAMMING FEE: $100/hr

SYSTEMS TESTING: $85/hr

CUTTING CHARGES: $10.00/K

(b) Special Mailings:
Special mailing pricing is based on appropriate notification
(standard of 30 day notification) and scheduling for special
mailings. Scheduling requirements include having collateral
arrive at agreed upon times in advance of deadlines. Mailings
which arise with shorter time frames and turns will be billed
at a premium based on turn around requirements.

WORK ORDER: $30.00 per Workorder

DAILY WORK (CONFIRMS):
Hand: $135.00 to create an admark tape
$10.00/K to zip + 4 data enhance/$125.00 minimum
$80.00/hr for any data manipulation
$10.00/K combo charge

ADMARK & MACHINE INSERT
#10, #11, 6x9: $62/K to admark envelope and machine insert
1 piece/$125.00 min
$2.50/K for each additional insert
$38/K to admark only with $75.00 minimum
$25.00/X xxxx sort
9x12: $135/K to admark envelope and machine insert
1 piece/$125.00 min
$5.00/K for each additional insert
$38/K to admark only/$75.00 minimum
$0.08 for each hand insert

ADMARK & HAND INSERT:
#10, #11, 6x9: $0.08 for each hand insert
$25.00/X xxxx sort
9x12 $0.09 for each hand insert

$35.00/X xxxx sort

PRESSURE/SENSITIVE LABELS:
$0.32 each to create, affix and hand insert 1 piece/$75.00
minimum $0.08 for each hand insert $0.10 to affix labels only
$0.10 to create labels only

LEGAL DROP: $150.00 / compliant legal drop per job and processing fees

CREATE MAILING LIST: $0.40 per entry with $75.00 minimum

PRESORT FEE: $0.035 per piece

VI Investor Services Group shall be entitled to the following fee for the
performance of any Special Legal Services as described in Schedule B in
accordance with the Written Instructions of the Fund: $185 per hour subject to
certain project caps as may be agreed to by Investor Services Group and the
Fund. Services and charges may vary based on volume.

VII Miscellaneous Charges. The Fund shall be charged for the following products
and services as applicable:
1 Ad hoc reports
2 Ad hoc SQL time
3. COLD Storage
Digital Recording
5. Banking Services, including incoming
and outgoing wire charges
6. Microfiche/microfilm production
7. Magnetic media tapes and freight
8. Manual Pricing
9. Materials for Rule 15c-3 Presentations
10. Pre-Printed Stock, including business
forms, certificates, envelopes,
checks and stationary

VII Fee Adjustments. After the one year anniversary of the effective date of
this Agreement, Investor Services Group may adjust the fees described in the
above sections once per calendar year, upon thirty (30) days prior written
notice in an amount not to exceed the cumulative percentage increase in the
Consumer Price Index for All Urban Consumers (CPI-U) U.S. City Average, All
items (unadjusted) - (1982-84=100), published by the U.S. Department of Labor
since the last such adjustment in the Client's monthly fees (or the Effective
Date absent a prior such adjustment).

IX. 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

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:
1. Postage - direct pass through to the Fund
2. Telephone and telecommunication costs, including all lease,
maintenance and line costs
3. Proxy solicitations, mailings and tabulations
4. Shipping, Certified and Overnight mail and insurance
5 Terminals, communication lines, printers and other
equipment and any expenses incurred in connection with
such terminals and lines
6. Duplicating services
7. Distribution and Redemption Check Issuance
8. Courier services
9. Federal Reserve charges for check clearance
10. Overtime, as approved by the Fund
11. Temporary staff, as approved by the Fund
12. Travel and entertainment, as approved by the Fund
13. Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by
third party record keeping vendors
14. Third party audit reviews
15. Insurance

- Pricing services (or services used to determine Fund NAV)
- Vendor set-up charges for Blue Sky and other services
- Blue Sky filing or registration fees
- XXXXX filing fees
- Vendor pricing comparison
- 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.

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WITNESSETH

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