FORM OF
AMENDMENT AGREEMENT
Amendment AGREEMENT, effective as of November 30, 2001, by and between
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 Administrator and Investors Bank entered into a
Sub-Administration Agreement dated August 11, 1997 (the "Sub-Administration
Agreement"); and
WHEREAS, the Administrator and Investors Bank desire to amend the
Sub-Administration 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) Section 1 of the Sub-Administration Agreement is hereby amended by deleting
such Section 1 in its entirety and inserting in lieu thereof the following:
"Appointment. The Administrator hereby appoints Investors Bank to act
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as sub-administrator of each of the portfolios of Portfolio Partners,
Inc. listed on Appendix A hereto (the "Company"), on the terms set
forth in this Agreement. Investors Bank accepts such appointment and
agrees to render the services herein set forth for the compensation as
agreed to from time to time in writing between the parties."
(b) Paragraph 5(a) of the Sub-Administration Agreement is hereby amended by
deleting Paragraph 5(a) in its entirety and inserting in lieu thereof the
following:
"(a) For the services to be rendered and the facilities to be furnished
by Investors Bank, as provided for in this Agreement, the Administrator
will compensate Investors Bank as may be agreed in writing between the
parties. Such fees do not include out-of-pocket disbursements (as may
be agreed in writing between the parties or other expenses with the
prior approval of the Administrator) of Investors Bank for which
Investors Bank shall be entitled to xxxx separately and for which the
Administrator shall reimburse Investors Bank."
(c) Appendix A to the Sub-Administration Agreement is hereby amended by deleting
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such Appendix A in its entirety and replacing it with Appendix A attached hereto
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as Exhibit I.
2. Miscellaneous.
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(a) Except as amended hereby, the Sub-Administration 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
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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 Sachs 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
