FIRST AMENDMENT TO CUSTODY AGREEMENT

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                               FIRST AMENDMENT TO
                                CUSTODY AGREEMENT

         THIS FIRST AMENDMENT TO CUSTODY AGREEMENT (the "Amendment") is made and
entered into as of May 12, 2000 by and among STATE STREET BANK AND TRUST COMPANY
("State Street"), XXXXXX WORLDWIDE FUNDS TRUST, a Delaware business trust (the
"Fund"), BBOI WORDWIDE LLC, a Delaware business trust, ("BBOI"), and XXXXXX LLC,
a Nevada limited liability company ("Xxxxxx")

                                   WITNESSETH:

         WHEREAS, Investors Fiduciary Trust Company ("IFTC"), the Fund and BBOI
are parties to that certain Custody Agreement dated as of October 3, 1996
whereby the Fund and BBOI appointed IFTC as custodian;

         WHEREAS, IFTC as a wholly owned subsidiary of State Street has been
reorganized and the Custody Agreement has been assigned to State Street pursuant
to the Assignment, Amendment and Consent dated March 1, 2000;

         WHEREAS, BBOI desires to assign its interests, rights, duties, and
obligations under the Custody Agreement to Xxxxxx and Xxxxxx desires to assume
such rights, duties, and obligations;

         WHEREAS, effective May 12, 2000, the Fund has changed its name to
Xxxxxx Worldwide Funds Trust; and

         WHEREAS, the Funds, Xxxxxx, BBOI and State Street desire to amend and
assign the Custody Agreement 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, the Funds, Xxxxxx, and State
Street hereby agree that the Custody Agreement is amended and assigned as
follows:

         1.       All references in the Custody Agreement to Xxxxxx/BIAM
                  Worldwide Funds Trust are hereby changed to Xxxxxx Worldwide
                  Funds Trust.
         2.       BBOI hereby assigns all of its rights, duties, and obligations
                  under the Custody Agreement and Xxxxxx hereby assumes all of
                  such rights, duties, and obligations. State Street, the Fund,
                  and Xxxxxx hereby consent to such assignment and assumption.

         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.

STATE STREET BANK & TRUST COMPANY           BBOI WORLWIDE LLC

By:                                         By:
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Name:                                       Name:
     ----------------------------                -------------------------------
Title:                                      Title:
      ---------------------------               --------------------------------

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XXXXXX WORLDWIDE FUNDS TRUST                XXXXXX LLC

By:                                         By:
   ------------------------------              ---------------------------------
Name:  Xxxx X. Xxxxxxxx                     Name:  Xxxx X. Xxxxxxxx
Title: President                            Title: President