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Exhibit 23(e)(2)
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LM Institutional Fund Advisors II, Inc.
100 Light Street
Baltimore, MD 21202
November 1, 1999
Legg Mason Wood Walker, Incorporated
100 Light Street
P.O. Box 1476
Baltimore, MD 21203-1476
Re: The Notice of Creation of New Series of LM Institutional Fund
Advisors II, Inc. (the "Corporation")
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Reference is made to the Underwriting Agreement (the "Agreement") between
the Corporation and Legg Mason Wood Walker, Incorporated ("LMWW") dated as of
June 3, 1998. The Corporation hereby notifies LMWW that it intends to establish
three additional series of the Corporation, to be known as the LM Balanced
Institutional Portfolio, Batterymarch US MidCapitalization Equity Portfolio and
Batterymarch US Small Capitalization Equity Portfolio (the "New Portfolios").
The Corporation desires to have LMWW render services with respect to the New
Portfolios as Underwriter under the Agreement. Attached as Annex I is an
amended and restated Schedule A to the Agreement.
Please indicate your agreement to provide such services by having an
authorized officer sign the enclosed receipt copy of this notice and return it
in the enclosed self-addressed stamped envelope. If you have any questions or
comments, please call Jason Brown, Esq. at (617) 951-7942.
Accepted:
LEGG MASON LM INSTITUTIONAL FUND
WOOD WALKER, INCORPORATED ADVISORS II, INC.
By: By:
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Title: Title:
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Annex I
Schedule A
LM Value Institutional Portfolio
LM Special Investment Institutional Portfolio
LM Total Return Institutional Portfolio
LM Balanced Institutional Portfolio
Legg Mason Fund Adviser/Western Asset Balanced Portfolio
Brandywine Small Cap Value Portfolio
Batterymarch International Equity Portfolio
Batterymarch Emerging Markets Portfolio
Batterymarch US MidCapitalization Equity Portfolio
Batterymarch US Small Capitalization Equity Portfolio
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