AMENDMENT AGREEMENT
Amendment AGREEMENT, effective as of November 30, 2001, by and between
Portfolio Partners, Inc., a company organized under the laws of the state of
Maryland (the "Company") and Investors Bank & Trust Company, a Massachusetts
trust company ("Investors Bank").
WHEREAS the Company and Investors Bank entered into a Custodian
Agreement dated August 11, 1997 (the "Custodian Agreement"); and
WHEREAS, the Company and Investors Bank desire to amend the Custodian
Agreement as set forth below.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein set forth, the parties hereto agree as follows:
1. Amendments.
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(a) The second "Whereas" clauses on page one of the Custodian Agreement is
hereby amended by deleting such "Whereas" clause in its entirety and inserting
in lieu thereof the following:
"WHEREAS, the Company, for which Aetna Life Insurance and Annuity
Company ("Adviser") serves as investment adviser, desires to retain the
Bank to serve as the Company's custodian for each such existing
investment series ("Series"), as set forth on Appendix A hereto, as
well as for some or all of any additional Series created by the Company
in the future (and as may be added to Appendix A hereto by amendment)
and the Bank is willing to serve as custodian for each such Series on
the terms set forth herein;"
(b) Section 1 of the Custodian Agreement is hereby amended by deleting such
Section 1 in its entirety and inserting in lieu thereof the following:
"Bank Appointed as Custodian. The Company hereby appoints the Bank as
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custodian of its Portfolio Securities and cash delivered to the Bank as
hereinafter described and the Bank agrees to act as such upon the terms
and conditions hereinafter set forth. For the services rendered
pursuant to this Agreement the Company agrees to pay to the Bank fees
as may be agreed to from time to time in writing between the parties."
(c) Section 13 of the Custodian Agreement is hereby amended by deleting such
Section 13 in its entirety and by inserting in lieu thereof, the following:
"Additional Services. The Bank shall perform the additional services
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for the Company as are set forth on Appendix C hereto."
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(d) Section 14.5 of the Custodian Agreement is hereby amended by deleting such
Section 14.5 in its entirety and by inserting in lieu thereof, the following:
"Fees and Expenses of the Bank. For the services rendered by the Bank
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hereunder, the Company will pay to the Bank such fees at such rate as
shall be agreed upon in writing by the parties from time to time. The
Company will also pay or reimburse the Bank from time to time for any
transfer taxes payable upon any transfers made hereunder, and for all
necessary proper disbursements, expenses and charges made or incurred
by the Bank in the performance of this Agreement (including any duties
listed on any Schedule hereto, if any) including any indemnities for
any loss, liabilities or expense to the Bank
as provided herein. The Bank will also be entitled to reimbursement by
the Company for all reasonable expenses incurred in conjunction with
termination of this Agreement and any conversion or transfer work done
in connection therewith.
Fees and expenses will be calculated monthly. Fees and expenses owed to
the Bank for any month may be charged against any cash balance held by
the Company beginning on the fifth (5th) business day after the end of
such month based on information then available. Fees charged to an
account may result in an overdraft that will be subject to normal
interest charges. The Company will have thirty (30) days after the
receipt of an invoice to dispute any charge that appears on such
invoice. After such thirty (30) day period, the invoice will be deemed
to be complete and accurate and may no longer be disputed."
(e) Appendix A to the Custodian Agreement is hereby amended by deleting such
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Appendix A in its entirety and replacing it with Appendix A attached hereto as
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Exhibit I.
2. Miscellaneous.
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(a) Except as amended hereby, the Custodian Agreement shall remain in
full force and effect.
(b) This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
executed by its duly authorized officer, as the case may be, as of the date and
year first above written.
INVESTORS BANK & TRUST COMPANY
By: _________________________________
Name: ___________________________+___
Title: ______________________________
PORTFOLIO PARTNERS, INC.
By: _________________________________
Name: _______________________________
Title: ______________________________
EXHIBIT I
Appendix A
Part I Portfolios
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MFS Emerging Equities Portfolio
MFS Research Growth Portfolio
MFS Value Equity Portfolio
Xxxxxxx International Growth Portfolio
X. Xxxx Price Growth Equity Portfolio
Part II Portfolios
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Xxxxxxx Xxxxx Capital Growth Portfolio
Salomon Brothers Capital Portfolio
OpCap Balanced Value Portfolio
Xxxxxxx Tactical Asset Allocation Portfolio
DSI Enhanced Index Portfolio
Salomon Brothers Investors Value Portfolio
Xxxxx Growth Portfolio
Xxxxx Aggressive Growth Portfolio
