December ___ , 0000
Xxxxx Xxxxxx Xxxxxxxx & Management Company
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Advisory Agreement dated June 30, 1999 by and
between State Street Research & Management Company
and State Street Research Institutional Funds (the "Agreement")
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Ladies and Gentlemen:
Pursuant to Section 1(b) of the Agreement, State Street Research
Institutional Funds (the "Company") hereby notifies you that it has created two
new series of shares, namely, the "State Street Research Institutional
Concentrated International Equity Fund" and the "State Street Research
Institutional Large Cap Analyst Fund" (each a "New Fund", and together the "New
Funds"), with respect to which the Company desires that you serve as investment
advisor under the terms of the Agreement. The fee for investment management
services will be paid monthly by each New Fund and computed on the basis of the
average daily net asset value of such Fund for such calendar month at the annual
rate of 0.70% for the State Street Research Institutional Concentrated
International Equity Fund, and at the annual rate of 0.45% for the State Street
Research Institutional Large Cap Analyst Fund.
If you agree to so serve as investment advisor for each New Fund,
kindly sign and return to the Company the enclosed counterpart hereof, whereupon
each New Fund shall be deemed a "Fund" under the Agreement. This letter
agreement shall constitute an amendment to the Agreement and, as such, a binding
agreement between the Company and you in accordance with its terms.
Very truly yours,
STATE STREET RESEARCH INSTITUTIONAL FUNDS
By__________________________________
Name:
Title:
The foregoing is hereby
accepted and agreed.
STATE STREET RESEARCH & MANAGEMENT COMPANY
By__________________________________
Name:
Title:
