April ___, 1999
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Ladies and Gentlemen:
This Letter of Acceptance executed by and among The Xxxxxxx Fund, Inc.,
Xxxxxxx Investors Trust and State Street Bank and Trust Company concerns the
transfer of certain rights and obligations under the Transfer Agency and Service
Agreement between State Street Bank and Trust Company (the "Transfer Agent") and
The Xxxxxxx Fund, Inc., a Maryland corporation (the "Corporation"), dated
____________, 1989 (the "Agreement") by the Corporation to Xxxxxxx Investors
Trust, a Delaware business trust (the "Trust").
The Trust hereby agrees to assume all of the Corporation's rights and
obligations under the Agreement and all modifications and amendments thereof, as
attached in Exhibit A.
The Transfer Agent consents to the transfer and agrees to continue the
performance of all of the terms, covenants and conditions of the Agreement and
all modifications and amendments thereof, as if the Trust had originally signed
and was a party to the Agreement.
Accepted,
THE XXXXXXX FUND, INC.
By:__________________________________
Name:_________________________________
Title:________________________________
Date:_________________________________
XXXXXXX INVESTORS TRUST
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
STATE STREET BANK AND TRUST COMPANY
By:__________________________________
Name:________________________________
Title:_______________________________
Date:________________________________
