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EXHIBIT (h)(iii)(1)
AMENDMENT TO EXPENSE LIMITATION AGREEMENT
AMENDMENT TO EXPENSE LIMITATION AGREEMENT (the "Amendment"), effective
as of February 15, 2000, by and between ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C., an
Illinois limited liability company (the "Adviser") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Funds (the
"Trust"), on behalf of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Emerging Markets Growth Fund series of
the Trust (the "Fund").
WHEREAS, the Trust and the Adviser have entered into an Expense
Limitation Agreement dated September 30, 1999, ("Expense Limitation Agreement"),
which would otherwise terminate according to its terms on April 30, 2000;
WHEREAS, the Trust and the Adviser desire to extend the Expense
Limitation Agreement for another year; and
WHEREAS, the Trust and the Adviser desire to change the Operating
Expense Limit from 1.75% to 1.81% effective as of May 1, 2000;
NOW THEREFORE, the parties hereto agree that Section 1.2 and Section 2
of the Expense Limitation Agreement is hereby amended and restated to read as
follows:
"1.2 Operating Expense Limit. The Operating Expense Limit in any year
with respect to the Fund shall be 1.81% (annualized) of the average
daily net assets of the Fund for its Class I shares. For the Fund's
Class A, B, C and N shares, the Operating Expense Limit shall be 1.81%
plus any shareholder/distribution service fees under Rule 12b-1 and/or
shareholder service fees as described in the then current registration
statement offering shares of the Fund." and
"2. TERM AND TERMINATION OF AGREEMENT.
The Agreement shall terminate either upon the termination of
the Advisory Agreement or on April 30, 2001. The obligation of the
Adviser under Section 1 of this Agreement shall survive the termination
of the Agreement solely as to expenses and obligations incurred prior
to the date of such termination."
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be hereunto affixed, as of the day and year first above
written.
▇▇▇▇▇▇▇ ▇▇▇▇▇ FUNDS
By:
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ & COMPANY, L.L.C.
By:
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Name:
Title: