August 21, 1997
U.S. Mid-Cap Portfolio
Xxxxxxxxxxx Xxxxx
Xxxx Xxxxxx
P.O. Box 2330
Xxxxxx Town, Grand Cayman BWI
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned, Xxxxx Brothers Xxxxxxxx Trust Company (Cayman) Limited ("BBH-
Cayman"), to pay all of the operating expenses of U.S. Mid-Cap Portfolio (the
"Portfolio"), as described in the Registration Statement of the Portfolio on
Form N-1A as filed with the Securities and Exchange Commission, as amended,
other than fees paid under the Portfolio's Administration Agreement, and other
than expenses relating to the organization of the Portfolio. All of the
operating expenses paid by BBH-Cayman pursuant to this Agreement shall be
subject to reimbursement by the Portfolio. To accomplish such reimbursement, the
Portfolio hereby agrees to pay to BBH-Cayman an expense reimbursement fee from
the Portfolio estimated and accrued daily and paid monthly in an amount such
that immediately after any such payment the aggregate expenses of the Portfolio
would not on a per annum basis exceed 0.80% of such average daily net assets.
This Agreement shall be effective as of the date set forth above and
may be terminated by either party upon written notice to the other party.
The expense payment agreement dated August 22, 1995 by and between
Xxxxx Brothers Xxxxxxxx Trust Company (Cayman) Limited and U.S. Mid-Cap
Portfolio is hereby terminated effective as of the date hereof.
If the foregoing correctly sets forth our agreement, kindly so confirm
by signing the enclosed counterpart of this letter in the space indicated for
signature on behalf of the Portfolio below.
Very truly yours,
XXXXX BROTHERS XXXXXXXX TRUST
COMPANY (CAYMAN) LIMITED
By
Agreed:
U.S. MID-CAP PORTFOLIO
By
X.X. Xxxxxx, Chairman
