WS5080F
August 15, 2000
BBH Common Settlement Fund, Inc.
21 Milk Street
Boston, Massachusetts 02109
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned Brown Brothers Harriman Trust Company, LLC ("BBH") and BBH Common
Settlement Fund, Inc. (the "Fund") (collectively, the "Parties"). BBH agrees to
pay all of the operating expenses of the Fund, as described in the Registration
Statement on Form N-1A of the Fund filed with the Securities and Exchange
Commission other than fees paid under the Administration Agreement, and other
than expenses relating to the organization of the Fund.
The Fund hereby agrees to pay to BBH a fee, 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 Fund and BBH 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 0.16% 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 June 30, 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 Fund and BBH shall cease to be in full
force and effect, BBH may, at its option, upon not less than 30 days nor more
than 60 days written notice to the Fund, 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 Fund below.
Very truly yours,
BROWN BROTHERS HARRIMAN TRUST COMPANY, LLC
By
Name:
Title:
Agreed:
BBH COMMON SETTLEMENT FUND, INC.
By
Joseph V. Shields, Jr., Chairman
