GT Global Investor Services, Inc. ("GT Services")
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
California Plaza
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Transfer Agency Agreement for Growth Portfolio (the "Company")
Dear ▇▇▇▇▇:
We are writing to inform you about the proposed reorganization of Growth
Portfolio (the "Company") into a newly organized Delaware business trust, Growth
Portfolio (the "Trust"). In connection with this transaction, which is scheduled
to close on May 29, 1998, it is anticipated that each series of the Company
listed on Schedule A to this letter (each an "Old Fund") will transfer all of
its assets to the corresponding series listed on Schedule A (each a "New Fund")
in exchange solely for shares of beneficial interest in such New Fund and such
New Fund's assumption of such Old Fund's liabilities.
Consistent with the "Amendments" provision in Section XXII of the Transfer
Agency Contract of October 18, 1995, (the "Contract"), between the Company and
GT Global Investor Services, Inc., the Company hereby requests that, as of the
close of business on May 29, 1998, you act under the terms of the Contract,
including the fee schedule relating thereto, as Transfer Agent for each New
Fund, which shall be deemed to have succeeded to the corresponding Old Fund's
obligations, rights, and duties under the Contract.
The Company hereby further requests that you agree that the obligations of
the Trust under the Contract shall not be binding upon any of the Trust's
trustees, shareholders, nominees, officers, agents, or employees of the Trust
personally, but shall be binding only upon the assets and property of the New
Fund or New Funds to which such obligations relate.
Please indicate your acceptance of the foregoing by executing two copies
of this Letter Agreement, returning one copy to the Company and retaining one
for your records.
Sincerely,
GROWTH PORTFOLIO
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President
Accepted by GT Global Investor Services, Inc.
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▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
Chief Operating Officer
SCHEDULE A
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GROWTH PORTFOLIO GROWTH PORTFOLIO
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Small Cap Growth Portfolio Small Cap Portfolio
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Value Portfolio Value Portfolio