▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Institutional Investors Fund, LLC ("Company")
on behalf of the
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Countries Series ("Emerging Countries Series")
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
June __, 2000
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & CO.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Custodian Agreement between
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Institutional Funds and ▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co. dated
May 1, 1999, as amended ("Agreement").
Pursuant to Section 12.3 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 Funds 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.
Pursuant to Section 12.3 of the 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,
E. ▇▇▇▇▇ ▇▇▇▇▇, Jr.
Secretary
AGREED:
▇▇▇▇▇ Brothers ▇▇▇▇▇▇▇▇ & Co.
By:
--------------------------------
Title:
-----------------------------
APPENDIX "C"
TO
THE CUSTODIAN AGREEMENT ("Agreement")
BETWEEN
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL FUNDS ("Institutional Funds")
AND
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ INSTITUTIONAL INVESTORS FUND, LLC ("Company")
AND
▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO. ("Custodian")
DATED AS OF JUNE __, 2000
THE FOLLOWING IS A LIST OF THE SERIES OF THE INSTITUTIONAL FUNDS FOR WHICH THE
CUSTODIAN SHALL SERVE UNDER THE AGREEMENT:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Worldwide Growth Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Blue Chip Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Growth & Income Fund
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Global Techology 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 CUSTODIAN SHALL
SERVE UNDER THE AGREEMENT:
▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Emerging Countries Series
IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAVE CAUSED THIS APPENDIX C 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) ▇▇▇▇▇ BROTHERS ▇▇▇▇▇▇▇▇ & CO.
BY: BY:
--------------------------------- --------------------------------
E. ▇▇▇▇▇ ▇▇▇▇▇, JR. NAME:
SECRETARY ------------------------------
TITLE:
-----------------------------