▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Institutional Investors Fund, LLC ("Company")
on behalf of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Countries Series ("Emerging Countries Series")
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June __, 2000
Brown Brothers ▇▇▇▇▇▇▇▇ & CO.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Administration and Fund Accounting Agency
Agreement between ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Institutional Funds and Brown Brothers
▇▇▇▇▇▇▇▇ & Co. dated May 1, 1999, as amended ("Agreement").
Pursuant to Section 10 of the Agreement we wish to amend the
Agreement to add the Company, on behalf of the Emerging Countries Series, as
a party to the Agreement. The full list of series of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇
Institutional Fund and the series of the Company covered by the Agreement,
under Appendix C of the Agreement, is hereby amended as attached to this
Letter Agreement.
We also wish to amend the Agreement to interpret the use of the
term "Fund" or "the Fund" to mean "Fund and Company" or "the Fund and the
Company."
Please indicate your acceptance of this amendment to the Agreement
and Appendix C thereof by signing this Letter Agreement below and returning a
copy to us. Thank you for your assistance regarding this matter.
Sincerely,
▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
Secretary
AGREED:
Brown Brothers ▇▇▇▇▇▇▇▇ & Co.
By:
------------------------------
Title:
---------------------------
APPENDIX "C"
TO
THE ADMINISTRATION AND FUND ACCOUNTING AGENCY AGREEMENT ("Agreement")
BETWEEN
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS ("Institutional Funds")
AND
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL INVESTORS FUND, LLC ("Company")
AND
BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO. ("Delegate")
DATED AS OF JUNE __, 2000
THE FOLLOWING IS A LIST OF THE SERIES OF THE INSTITUTIONAL FUNDS FOR WHICH THE
DELEGEE SHALL SERVE AS ADMINISTRATOR AND ACCOUNTING AGENT UNDER THE AGREEMENT:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Worldwide Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Growth & Income Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Technology Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International Core Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ International Small Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Countries Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Pacific Rim Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Latin America Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Large Cap Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Mid Cap Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Small Cap Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Mini Cap Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Value Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Convertible Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Short Intermediate Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ High Quality Bond Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ High Yield Bond Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Health Care Fund
THE FOLLOWING IS A LIST OF SERIES OF THE COMPANY FOR WHICH THE DELEGATE SHALL
SERVE AS ADMINISTRATOR AND ACCOUNTING AGENT UNDER THE AGREEMENT:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Countries Series
IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAVE CAUSED THIS APPENDIX TO
BE EXECUTED IN ITS NAME AND ON BEHALF OF EACH SUCH FUND OR SERIES AS INDICATED.
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL
INVESTORS FUND, LLC (ON BEHALF OF
THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ EMERGING
COUNTRIES SERIES)
BY:
---------------------------------
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL
FUNDS ON (BEHALF OF EACH OF THE
FUNDS LISTED ABOVE) BROWN BROTHERS ▇▇▇▇▇▇▇▇ & CO.
BY: BY:
--------------------------------- ------------------------------
▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇. NAME:
SECRETARY ----------------------------
TITLE:
---------------------------
