FORM OF
AMENDMENT AGREEMENT
Amendment AGREEMENT, effective as of November 30, 2001, by and among
Portfolio Partners, Inc., a company organized under the laws of the state of
Maryland (the "Company"), Aetna Life Insurance and Annuity Company, a company
organized under the laws of the State of Connecticut (the "Administrator") and
Investors Bank & Trust Company, a Massachusetts trust company ("Investors
Bank").
WHEREAS the Company, the Administrator and Investors Bank entered into
a Transfer Agency and Service Agreement dated March 1, 2001 (the "Transfer
Agency Agreement"); and
WHEREAS, the Company and Investors Bank desire to amend the Transfer
Agency 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.
-----------
(a) Section 11 of the Transfer Agency Agreement is hereby amended by deleting
paragraphs 11.1 and 11.2 thereof in their entirety and inserting in lieu thereof
the following:
"11.1 For performance by the Bank pursuant to this Agreement, the
Administrator, on behalf of the Company, agrees to pay the Bank an
annual maintenance fee as may be agreed in writing between the parties.
11.2 In addition to the fee paid under Section 11.1 above, the
Administrator, on behalf of the Company, agrees to reimburse the Bank
for out-of-pocket expenses or advances incurred by the Bank in
performing its obligations under this Agreement as may be agreed in
writing between the parties. In addition, any other expenses incurred
by the Bank at the request or with the written consent of the Company
including, without limitation, any equipment or supplies which the
Company specifically orders or requires the Bank to purchase, will be
reimbursed by the Company."
(b) Appendix A to the Transfer Agency Agreement is hereby amended by deleting
----------
such Appendix A in its entirety and replacing it with Appendix A attached hereto
----------
as Exhibit I.
(c) Appendix B to the Agreement is deleted in its entirety and reserved.
2. Miscellaneous.
--------------
(a) Except as amended hereby, the Transfer Agency 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: ______________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: _________________________________
Name: _______________________________
Title: ______________________________
EXHIBIT I
Appendix A
Part I Portfolios
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
Goldman Capital Growth Portfolio
Salomon Brothers Mid-Capital Portfolio
OpCap Balanced Value Portfolio
Xxxxxxx Tactical Asset Allocation Portfolio
DSI Enhanced S&P Index Portfolio
Salomon Brothers Investors Value Portfolio
Xxxxx Growth Portfolio
Xxxxx Mid-Cap Growth Portfolio
