February 20, 2001
00 Xxxx Xxxxxx Fund, Inc.
00 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Re: 00 Xxxx Xxxxxx International Equity Fund
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of 00 Xxxx
Xxxxxx Administrators, Inc. ("00 Xxxx Xxxxxx Administrators") and The 00 Xxxx
Xxxxxx Fund, Inc. (the "Corporation") (collectively, the "Parties").
00 Xxxx Xxxxxx Administrators hereby agrees to pay all of the operating
expenses of the Class I shares of The 00 Xxxx Xxxxxx International Equity Fund
(the "Fund"), as described in the Prospectus and/or Statement of Additional
Information for the Fund included as part of the Corporation's currently
effective Registration Statement on Form N-1A (the "Registration Statement"),
other than (i) fees paid under the Administration Agreement between the
Corporation and Brown Brothers Xxxxxxxx Trust Company, LLC (the "Administrator")
referred to in the Registration Statement (the "Administration Agreement") and
(ii) expenses relating to the organization of the Fund.
The Corporation hereby agrees to pay to 00 Xxxx Xxxxxx Administrators a
fee with respect to the Class I shares of the Fund in an amount, estimated and
accrued daily and paid monthly, to be determined from time to time by the
Parties; provided, however, that immediately after any such payment the
aggregate expenses of the Fund's Class I shares shall not in any event exceed,
on a per annum basis, 1.10% of the average daily net assets attributable to
Class I shares. The payments described herein are separate from, and in addition
to, the fees payable to the Administrator under the Administration Agreement.
This Agreement shall be effective as of the date hereof and shall
terminate on October 31, 2004, unless sooner terminated by mutual agreement of
the Parties or pursuant to the following sentence. In the event that the
Administration Agreement shall cease to be in full force and effect, 00 Xxxx
Xxxxxx 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
