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ASSIGNMENT, AMENDMENT AND CONSENT
THIS ASSIGNMENT, AMENDMENT AND CONSENT AGREEMENT (the "Amendment") is
made and entered into effective as of June 1, 2000, by and among XXXXXX GROWTH
FUND, INC., XXXXXX GROWTH AND INCOME FUND, INC., XXXXXX INVESTMENT PORTFOLIO
TRUST, XXXXXX INSTITUTIONAL PRODUCTS TRUST, XXXXXX WORLDWIDE FUNDS TRUST, AND
XXXXXX OMNI INVESTMENT TRUST (collectively the "Xxxxxx Funds"), INVESTORS
FIDUCIARY TRUST COMPANY ("IFTC"), STATE STREET BANK AND TRUST COMPANY ("State
Street") and DST SYSTEMS, INC. ("DST").
WHEREAS, IFTC has agreed to provide certain services ("Services") to
the Xxxxxx Funds pursuant to the referenced agreements (collectively, the
"Agreements"):
XXXXXX GROWTH FUND, INC. F/K/A/ THE ONE HUNDRED FUND, INC.: Agency
Agreement dated March 24, 1992, as amended
XXXXXX GROWTH AND INCOME FUND, INC. F/K/A XXXXXX ONE HUNDRED AND ONE
FUND, INC.: Agency Agreement dated March 24, 1992, as amended
XXXXXX INVESTMENT PORTFOLIO TRUST: Agency Agreement dated December 14,
1993, as amended
XXXXXX INSTITUTIONAL PRODUCTS TRUST: Agency Agreement dated December
20, 1995, as amended
XXXXXX WORLDWIDE FUNDS TRUST F/K/A XXXXXX/BIAM WORLDWIDE FUNDS TRUST:
Agency Agreement dated October 3, 1996, as amended
XXXXXX OMNI INVESTMENT TRUST: Agency Agreement dated January 1, 1997,
as amended
WHEREAS, IFTC is a wholly owned subsidiary of State Street as a result
of the sale by DST and Xxxxxx Financial Services, Inc. of each of their
interests in IFTC to State Street;
WHEREAS, State Street and IFTC have commenced a reorganization that
will ultimately result in the liquidation of IFTC;
WHEREAS, IFTC has for the duration of the term of the Agreements
contractually delegated the performance of the Services to DST pursuant to an
agreement between IFTC and DST dated September 1, 1992, as amended;
WHEREAS, DST and the Xxxxxx Funds desire that DST continues to perform
the Services under the terms and conditions of the Agreements; and
WHEREAS, IFTC desires to assign, and DST desires to assume, each
Agreement and, the Xxxxxx Funds and DST desire to amend and supplement the
Agreements upon the following terms and conditions.
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NOW THEREFORE, for and in consideration of the mutual promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Xxxxxx Funds, IFTC, State
Street and DST hereby agree that the Agreements are assigned, amended and
supplemented as follows:
1. Effective as to all rights, duties, liabilities and obligations arising
out of transactions occurring or omitted on or after June 1, 2000, IFTC
hereby assigns all of its rights, duties, liabilities and obligations
under the Agreements to DST and DST hereby assumes all of such rights,
duties, liabilities and obligations. The Xxxxxx Funds hereby consent to
such assignment and assumption. Notwithstanding the foregoing,
effective as to all of IFTC's rights, duties, liabilities and
obligations arising out of transactions occurring or omitted before
June 1, 2000, IFTC hereby assigns all of its rights, duties,
liabilities and obligations under the Agreements to State Street and
State Street hereby assumes all of such rights, duties, liabilities and
obligations. The Xxxxxx Funds hereby consent to such assignment and
assumption.
2. This Amendment is intended to modify and amend the Agreements and the
terms of this Amendment and the Agreements are to be construed to be
cumulative and not exclusive of each other. Except as provided herein,
the Agreements are hereby ratified and confirmed and remain in full
force and effect.
THIS AMENDMENT may be executed in two or more counterparts, which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their duly authorized officers to be effective as of the date first
above written.
INVESTORS FIDUCIARY TRUST COMPANY
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
STATE STREET BANK AND TRUST COMPANY
By:
--------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
DST SYSTEMS, INC.
By:
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Name: Xxxxxxx X. Xxxxx
Title: Vice President, Chief Financial Officer
And Treasurer
XXXXXX GROWTH FUND, INC.
By:
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXX GROWTH AND INCOME FUND, INC.
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXX INVESTMENT PORTFOLIO TRUST
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
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XXXXXX INSTITUTIONAL PRODUCTS TRUST
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXX WORLDWIDE FUNDS TRUST
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXXX OMNI INVESTMENT TRUST
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President
