TRANSFER AGENCY AND SERVICE AGREEMENT
, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
In accordance with Article 10, ss. 10.01 of the Transfer
Agency and Service Agreement, dated October 8, 1993 (the "Agreement"), between
Warburg, ▇▇▇▇▇▇ Institutional Fund, Inc. (the "Fund") and State Street Bank and
Trust Company (the "Bank"), the Fund hereby notifies the Bank of the Fund's
desire to have the Bank render services as transfer agent under the terms of the
Agreement with respect to the Small Company Value Portfolio, a series of Shares
of the Fund.
Please confirm that the foregoing is in accordance with your
understanding by indicating your acceptance hereof at the place below indicated,
whereupon it shall become a binding agreement between us.
Very truly yours,
WARBURG, ▇▇▇▇▇▇ INSTITUTIONAL
FUND, INC.
By:
Name:
Title:
Accepted:
STATE STREET BANK AND TRUST COMPANY
By:
Name:
Title: