SECOND AMENDMENT OF AGENCY AGREEMENT
THIS SECOND AMENDMENT OF AGENCY AGREEMENT ("Agreement") is made and
entered into to be effective as of ______________, 1994 by and between XXXXXXXX
PORTFOLIOS, INC. (f/k/a Xxxxxxxx Mutual Benefit Portfolios, Inc.), a Maryland
corporation ("Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust
company ("IFTC").
RECITALS
A. Fund and IFTC are parties to that certain Agency Agreement dated June 1,
1988, as amended by that certain First Amendment of Agency Agreement dated
as of May 3, 1993 (collectively, "Agency Agreement"), pursuant to which
Fund appointed IFTC as transfer agent and dividend disbursing agent of the
Fund's six then-existing portfolios.
B. Fund is instituting three new portfolios, to be known as the Xxxxxxxx
Communications and Information Portfolio, the Xxxxxxxx Frontier Portfolio,
and the Xxxxxxxx Xxxxxxxxx Global Emerging Companies Portfolio
(collectively, the "New Portfolios"), and desires to appoint IFTC as
transfer agent and dividend disbursing agent thereof upon and subject to
the terms, conditions and agreements set forth in the Agency Agreement and
IFTC is willing to accept such appointment.
AGREEMENT
1. Fund hereby appoints IFTC as transfer agent and dividend disbursing agent
of the New Portfolios, and IFTC hereby accepts such appointment and agrees
that it will act as the transfer agent and dividend disbursing agent of
the New Portfolios.
2. Such appointment and agreement is made upon and subject to all the terms,
conditions and agreements set forth in the Agency Agreement, which is
hereby incorporated herein by reference. Fund and IFTC hereby ratify and
confirm the Agency Agreement and agree that it remains in full force and
effect and is binding upon the parties in accordance with its terms,
except as amended hereby. Each party hereby confirms that except as
amended herein all of its representations and warranties set forth in the
Agency Agreement remain true and correct as of the date of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers to be effective as of the date and year first
above written.
INVESTORS FIDUCIARY TRUST COMPANY
By:
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Title:
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XXXXXXXX PORTFOLIOS, INC.
(f/k/a Xxxxxxxx Mutual Benefit Portfolios,
Inc.)
By:
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Title:
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