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May 12, 2000
▇▇▇▇▇▇ Worldwide Portfolios Trust
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
As you know, Section 7 of our Investment Advisory Agreement,
dated May 12, 2000 (the "Agreement"), provides for compensation to ▇▇▇▇▇▇ LLC
("▇▇▇▇▇▇") with respect to the series of the Trust known as the ▇▇▇▇▇▇
International Portfolio (the "Portfolio"), formerly known as ▇▇▇▇▇▇/BIAM
International Portfolio. ▇▇▇▇▇▇ hereby agrees to waive all or a portion of its
fee under the Agreement as follows:
In the event the normal operating expenses of the Portfolio,
including amounts payable to ▇▇▇▇▇▇ pursuant to Section 7 of
the Agreement, for any fiscal year ending on a date on which
the Agreement is in effect, exceed 1.00% of the Portfolio's
average daily net assets, ▇▇▇▇▇▇ shall reduce its advisory fee
due from the Portfolio by the amount of such excess; provided,
however, there shall be excluded from such expenses the amount
of any interest, taxes, brokerage commissions and
extraordinary expenses (including but not limited to legal
claims and liabilities and litigation costs and any
indemnification related thereto) paid or payable by the
Portfolio. Whenever the expenses of the Portfolio exceed a pro
rata portion of the applicable annual expense limitation, the
estimated amount of the waiver under such limitation shall be
applied as an offset against the monthly payment of the fee
due to ▇▇▇▇▇▇ under the Agreement.
This waiver may not be terminated by ▇▇▇▇▇▇ without the prior
written consent of the Trust, following due consideration of any proposed
termination by the Trustees of the Trust, including the Trust's independent
Trustees. In addition, this waiver shall terminate automatically upon the
termination of the Agreement.
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This waiver is applicable only to that series of the Trust
known as the ▇▇▇▇▇▇ International Portfolio (the "Portfolio") and shall not be
applicable to any other series of the Trust, whether now existing or hereafter
created. This waiver supercedes and replaces in its entirety that certain waiver
relating to the Portfolio which was previously executed and delivered by BBOI
Worldwide, dated April 30, 1998.
Very truly yours,
▇▇▇▇▇▇ LLC
By:
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
Agreed to and accepted by:
▇▇▇▇▇▇ WORLDWIDE PORTFOLIOS TRUST,
with respect to the ▇▇▇▇▇▇ INTERNATIONAL PORTFOLIO
By:
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
