FIRST AMENDMENT TO AGENCY AGREEMENT

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                               FIRST AMENDMENT TO
                                AGENCY AGREEMENT

         THIS FIRST AMENDMENT TO AGENCY AGREEMENT (the "Amendment") is made and
entered into as of May 12, 2000 by and among INVESTORS FIDUCIARY TRUST COMPANY
("IFTC"), XXXXXX WORLDWIDE FUNDS TRUST, a Delaware business trust (the "Fund"),
BBOI WORLDWIDE LLC, a Delaware limited liability company ("BBOI") and XXXXXX
LLC, a Nevada limited liability company ("Xxxxxx").

                                   WITNESSETH:

         WHEREAS, Investors Fiduciary Trust Company ("IFTC"), the Funds and BBOI
are parties to that certain Agency Agreement dated as of October 3, 1996 whereby
the Fund and BBOI appointed IFTC as Transfer Agent and Dividend Disbursing Agent
for the Fund (the "Agreement");

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

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

         WHEREAS, the Fund, Xxxxxx, BBOI, and IFTC desire to amend and assign
the 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 Fund, Xxxxxx, BBOI, and IFTC
hereby agree that the Agreement is amended and assigned as follows:

         1.       All references in the Agreement to Xxxxxx/BIAM Worldwide Funds
                  Trust are hereby changed to Xxxxxx Worldwide Funds Trust.

         2.       BBOI hereby assigns all interests, rights, duties, and
                  obligations under the Agreement and Xxxxxx hereby assumes all
                  of such rights, duties, and obligations. IFTC, 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.


INVESTORS FIDUCIARY TRUST COMPANY           BBOI WORLDWIDE LLC

By:                                         By:
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Name:                                       Name:
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Title:                                      Title:
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XXXXXX WORLDWIDE FUNDS TRUST                XXXXXX LLC

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