March 1, 1999
International Equity Portfolio
Xxxxxxxxxxx House
Fort Street
P.O. Box 2330
Xxxxxx Town, Grand Cayman BWI
Dear Sirs:
This letter agreement (the "Agreement") confirms the agreement of the
undersigned, Brown Brothers Xxxxxxxx Trust Company ("BBH"), to pay all of the
operating expenses of International Equity Portfolio (the "Portfolio"), as
described in the Registration Statement of the Portfolio on Form N-1A as filed
with the Securities and Exchange Commission, as amended, other than fees paid
under the Portfolio's Administration Agreement. All of the operating expenses
paid by BBH pursuant to this Agreement shall be subject to reimbursement by the
Portfolio. To accomplish such reimbursement, the Portfolio hereby agrees to pay
to BBH an expense reimbursement fee from the Portfolio estimated and accrued
daily and paid monthly in an amount such that immediately after any such payment
the aggregate expenses of the Portfolio would not on a per annum basis exceed
0.90% of the Portfolio's average daily net assets.
This Agreement shall be effective as of March 1, 1999 and may be
terminated by either party upon written notice to the other party.
If the foregoing correctly sets forth our agreement, kindly so confirm
by signing the enclosed counterpart of this letter in the space indicated for
signature on behalf of the Portfolio below.
Very truly yours,
BROWN BROTHERS XXXXXXXX TRUST COMPANY
By
Agreed:
INTERNATIONAL EQUITY PORTFOLIO
By
Xxxxxx X. Xxxxxxxx, President
WS5173B
