Exhibit No. EX-99.h.1.b
AMENDMENT II
to the
SHAREHOLDER SERVICES AGREEMENT
of
THE XXXXXXX PORTFOLIO GROUP, INC.
WHEREAS, The Xxxxxxx Portfolio Group, Inc. (the "Fund") entered into a
Shareholder Services Agreement (the "Agreement") with the Xxxxxxx Financial
Group, Inc. ("Xxxxxxx Financial") dated August 1, 1993, for the Xxxxxxx Growth
and Income Portfolio series (formerly, The Xxxxxxx Growth Portfolio series) and
The Xxxxxxx Income Portfolio series of the Fund, and amended the Agreement on
March 31, 1995 to add The Xxxxxxx Diversified Management Portfolio series of the
Fund to the Agreement; and
WHEREAS, The Xxxxxxx Growth and Income Portfolio ("Portfolio) series was
terminated by Articles Supplementary filed in the State of Maryland on November
25, 1998; and
WHEREAS, the Fund and Xxxxxxx Financial wish to amend the Agreement to remove
the Portfolio from the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herinafter set forth,
and intending to be legally bound, it is agreed that:
1. The Agreement is hereby amended to delete the Portfolio from the
Agreement, and Xxxxxxx Financial will continue to perform all the services and
obligations set forth in the Agreement for the remaining two series of the Fund,
The Xxxxxxx Income Portfolio series and The Xxxxxxx Diversified Management
Portfolio series (collectively, the "Series").
2. Xxxxxxx Financial is entitled to compensation as set forth in Article
VIII and on Schedule A of the Agreement, only with respect to the services
provided by it to the two remaining Series.
3. As amended herein, the Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the 25th day of November, 1999.
THE XXXXXXX FINANCIAL GROUP, INC.
ATTEST: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
THE XXXXXXX PORTFOLIO GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxx
