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ASSIGNMENT, AMENDMENT AND CONSENT
THIS ASSIGNMENT, AMENDMENT AND CONSENT AGREEMENT (the "Amendment") is
made and entered into effective as of March 1, 2000 by and among XXXXXX
INVESTMENT PORTFOLIO TRUST, XXXXXX GROWTH FUND, INC., XXXXXX GROWTH AND INCOME
FUND, INC., XXXXXX/BIAM WORLDWIDE FUNDS TRUST, XXXXXX/BIAM WORLDWIDE PORTFOLIOS
TRUST, XXXXXX OMNI INVESTMENT TRUST, AND XXXXXX INSTITUTIONAL PRODUCTS TRUST
(collectively "Xxxxxx"), INVESTORS FIDUCIARY TRUST COMPANY ("IFTC"), and STATE
STREET BANK AND TRUST COMPANY ("State Street").
WHEREAS, IFTC has agreed to provide certain services to the entity
referenced below pursuant to the referenced agreements (collectively, the
"Agreements"):
XXXXXX INVESTMENT PORTFOLIO TRUST: Recordkeeping and Pricing Agent
Agreement dated December 14, 1993 as amended December 1, 1998, Custody
Agreement dated December 20, 1995, and various related Special Custody
Account (Short Sales) and Procedural and Safekeeping Agreements
XXXXXX GROWTH FUND, INC. F/K/A/ THE ONE HUNDRED FUND, INC.:
Recordkeeping and Pricing Agent Agreement dated October 1, 1992 as
amended December 1, 1998 and January 31, 2000, Custody Agreement dated
December 20, 1995 as amended January 31, 2000, and various related
Special Custody Account Agreement (Short Sales) and Procedural and
Safekeeping Agreements
XXXXXX GROWTH AND INCOME FUND, INC. F/K/A XXXXXX ONE HUNDRED AND ONE
FUND, INC.: Recordkeeping and Pricing Agent Agreement dated October 1,
1992 as amended December 1, 1998 and January 31, 2000, Custody
Agreement dated December 20, 1995 as amended January 31, 2000, and
various related Special Custody Account (Short Sales) and Procedural
and Safekeeping Agreements
XXXXXX/BIAM WORLDWIDE FUNDS TRUST: Recordkeeping and Pricing Agent
Agreement dated October 3, 1996 as amended December 1, 1998 and Custody
Agreement dated October 3, 1996
XXXXXX/BIAM WORLDWIDE PORTFOLIOS TRUST: Recordkeeping, Pricing Agent
and Transfer Agency Agreement dated October 3, 1996 as amended December
1, 1998 and Custody Agreement dated October 3, 1996
XXXXXX OMNI INVESTMENT TRUST: Recordkeeping and Pricing Agent Agreement
dated January 1, 1997 as amended December 1, 1998 and Custody Agreement
dated January 1, 1997; and
XXXXXX INSTITUTIONAL PRODUCTS TRUST: Recordkeeping and Pricing Agent
Agreement dated December 20, 1995 as amended December 1, 1998, Custody
Agreement dated December 20, 1995 and various related Special Custody
Account (Short Sales) and Procedural and Safekeeping Agreements
WHEREAS, State Street and IFTC, its wholly owned subsidiary, have
commenced a reorganization that will ultimately result in the liquidation of
IFTC, and, therefore, IFTC desires to assign, and State Street desires to
assume, each of the Agreements; and
WHEREAS, Xxxxxx and State Street desire to amend and supplement the
Agreements upon the following terms and conditions.
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, Xxxxxx, IFTC and State Street
hereby agree that the Agreements are assigned, amended and supplemented as
follows:
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1. IFTC hereby assigns all of its rights, duties and obligations under the
Agreements to State Street and State Street hereby assumes all of such
rights, duties and obligations. Xxxxxx hereby consents to such
assignment and assumption.
2. The first paragraph of each Agreement is hereby amended by deleting
"127 Xxxx 00xx Xxxxxx" and replacing it with "801 Pennsylvania Avenue".
3. The "Notice" provisions of the Agreements are hereby amended by
replacing the address of State Street as follows:
State Street Bank and Trust Company
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Chief Financial Officer
4. General Provisions. This Amendment may be executed in any number of
counterparts, each constituting an original and all considered one and
the same agreement. 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.
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
XXXXXX INVESTMENT PORTFOLIO TRUST
By:
---------------------------------
Name, Title
XXXXXX GROWTH FUND, INC
By:
---------------------------------
Name, Title
XXXXXX GROWTH AND INCOME FUND, INC
By:
---------------------------------
Name, Title
XXXXXX/BIAM WORLDWIDE FUNDS TRUST
By:
---------------------------------
Name, Title
XXXXXX/BIAM WORLDWIDE PORTFOLIOS TRUST
By:
---------------------------------
Name, Title
XXXXXX OMNI INVESTMENT TRUST
By:
---------------------------------
Name, Title
XXXXXX INSTITUTIONAL PRODUCTS TRUST
By:
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Name, Title
