ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT



      THIS AGREEMENT is made as of March __, 2003 by and between PFPC Inc., a

Massachusetts corporation ("PFPC"), and ACP FUNDS TRUST a Delaware business

trust (the "Fund").



                              W I T N E S S E T H:



      WHEREAS, the Fund is registered as an open-end management investment

company under the Investment Company Act of 1940, as amended (the "1940 Act");

and



      WHEREAS, the Fund wishes to retain PFPC to provide administration and

accounting services to its investment portfolios listed on Exhibit A attached

hereto and made a part hereof, as such Exhibit A may be amended from time to

time (each a "Portfolio"), and PFPC wishes to furnish such services.



      NOW, THEREFORE, in consideration of the premises and the mutual covenants

herein contained, and intending to be legally bound hereby the parties hereto

agree as follows:



1.    DEFINITIONS. AS USED IN THIS AGREEMENT:



      (a)   "1933 Act" means the Securities Act of 1933, as amended.



      (b)   "1934 Act" means the Securities Exchange Act of 1934, as amended.



      (c)   "Authorized Person" means any officer of the Fund and any other

            person duly authorized by the Fund's Board of Trustees to give Oral

            Instructions and Written Instructions on behalf of the Fund. An

            Authorized Person's scope of authority may be limited by setting

            forth such limitation in a written document signed by both parties

            hereto.



      (d)   "CEA" means the Commodities Exchange Act, as amended.





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      (e)   "Change of Control" means a change in ownership or control (not

            including transactions between wholly-owned direct or indirect

            subsidiaries of a common parent) of 25% or more of the beneficial

            ownership of the shares of common stock or shares of beneficial

            interest of an entity or its parent(s).



      (f)   "Oral Instructions" mean oral instructions received by PFPC from an

            Authorized Person or from a person reasonably believed by PFPC to be

            an Authorized Person. PFPC may, in its sole discretion in each

            separate instance, consider and rely upon instructions it receives

            from an Authorized Person via electronic mail as Oral Instructions.



      (g)   "SEC" means the Securities and Exchange Commission.



      (h)   "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act and

            the CEA.



      (i)   "Shares" means the shares of beneficial interest of any series or

            class of the Fund.



      (j)   "Written Instructions" mean (i) written instructions signed by an

            Authorized Person and received by PFPC or (ii) trade instructions

            transmitted (and received by PFPC) by means of an electronic

            transaction reporting system access to which requires use of a

            password or other authorized identifier. The instructions may be

            delivered by hand, mail, tested telegram, cable, telex or facsimile

            sending device.



2.    APPOINTMENT. The Fund hereby appoints PFPC to provide administration and

      accounting services to each of the Portfolios, in accordance with the

      terms set forth in this Agreement. PFPC accepts such appointment and

      agrees to furnish such services.



3.    DELIVERY OF DOCUMENTS. The Fund has provided or, where applicable, will

      provide PFPC with the following:



      (a)   at PFPC's request, certified or authenticated copies of the

            resolutions of the Fund's





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            Board of Trustees, approving the appointment of PFPC or its

            affiliates to provide services to each Portfolio and approving this

            Agreement;



      (b)   a copy of Fund's most recent effective registration statement;



      (c)   a copy of each Portfolio's advisory agreement or agreements;



      (d)   a copy of the distribution/underwriting agreement with respect to

            each class of Shares representing an interest in a Portfolio;



      (e)   a copy of each additional administration agreement with respect to a

            Portfolio;



      (f)   a copy of each distribution and/or shareholder servicing plan and

            agreement made in respect of the Fund or a Portfolio; and



      (g)   copies (certified or authenticated, where applicable) of any and all

            amendments or supplements to the foregoing.

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