TRANSFER AGENCY AND SERVICE AGREEMENT
_____________ __, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Bank and Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
In accordance with Article 10 of the Transfer Agency and Service
Agreement, dated June 20, 1995 (the "Agreement"), between Warburg, ▇▇▇▇▇▇ Trust
(the "Trust") and State Street Bank and Trust Company (the "Bank"), the Trust
hereby notifies the Bank of the Trust's desire to have the Bank render services
as transfer agent under the terms of the Agreement with respect to the Growth &
Income Portfolio, a series of shares of beneficial interest of the Trust.
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, ▇▇▇▇▇▇ TRUST
By:__________________________
Name:
Title:
Accepted:
STATE STREET BANK AND TRUST COMPANY
By:________________________________
Name:
Title: