August 11, 1998
The 00 Xxxx Xxxxxx Fund, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: The 00 Xxxx Xxxxxx Tax-Efficient Equity Fund
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned 00 Xxxx Xxxxxx Administrators, Inc. ("Administrators") and The 00
Xxxx Xxxxxx Fund, Inc. (the "Corporation") (collectively, the "Parties").
Administrators agrees to pay all of the operating expenses of The 00 Xxxx Xxxxxx
Tax-Efficient Equity Fund (the "Fund"), as described in the Prospectus or
Statement of Additional Information with respect to the Fund included as part of
the Registration Statement on Form N-1A of the Corporation filed with the
Securities and Exchange Commission as amended (the "Prospectus" and "SAI",
respectively) other than fees paid under the Administration Agreement referred
to in the Prospectus and SAI, and other than expenses relating to the
organization of the Fund.
The Corporation hereby agrees to pay to Administrators a fee from the
Fund, in addition to the administration fees payable pursuant to such
Administration Agreement, estimated and accrued daily and paid monthly in an
amount to be determined from time to time by the Corporation and Administrators
provided, however, that such amount shall not exceed the amount such that
immediately after any such payment the aggregate expenses of the Fund would not
on a per annum basis exceed 1.20% of such average daily net assets or such other
percentage as may from time to time be agreed upon among the Parties.
This Agreement shall be effective as of the date hereof and shall
terminate on July 31, 2003, unless sooner terminated by mutual agreement of the
Parties or pursuant to the following sentence. In the event that the
Administration Agreement between the Corporation and Administrators shall cease
to be in full force and effect, Administrators may, at its option, upon not less
than 30 days nor more than 60 days written notice to the Corporation, terminate
this Agreement.
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 Corporation below.
Very truly yours,
00 XXXX XXXXXX ADMINISTRATORS, INC.
By/S/XXXXXX X. XXXXXXXX
Xxxxxx X. Xxxxxxxx, President
Agreed:
THE 00 XXXX XXXXXX FUND, INC.
By:/S/XXXXXX X. XXXXXXX, XX.
Xxxxxx X. Xxxxxxx, Xx., Chairman
WS5080C
