Exhibit (h.3)
February 6, 2002
Xx. Xxxxxx XxXxxxx-Xxxxxxxxxxx
President
Portfolio Partners, Inc.
000 Xxxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Dear Xxxxxx:
Reference is made to the Custodian Agreement, dated as of December 14,
2001 by and between Portfolio Partners, Inc. (the "Fund") and Investors Bank &
Trust Company (the "Bank"), the Sub-Administration Agreement, dated as of
December 14, 2001 by and between Aetna Life Insurance and Annuity ("ALIAC") and
Investors Bank & Trust Company (the "Bank"), and the Transfer Agency and Service
Agreement, dated as of December 14, 2001 among Portfolio Partners, Inc. (the
"Fund"), Aetna Life Insurance and Annuity ("ALIAC") and Investors Bank & Trust
Company (the "Bank"), collectively, the "Custodian, Sub-Administration, and
Transfer Agency and Service Agreements",. Further reference is made to the
Amendment to the Custodian Agreement, Amendment to the Sub-Administration
Agreement, Amendment to the Transfer Agency and Service Agreement (the
"Custodian, Sub-Administration, and Service and Transfer Agency Amendments"),
each effective as of May 1, 2002.
Attached hereto is a fee schedule that sets forth the compensation,
including fees and expenses, to be paid by the Fund to the Bank for the services
provided under the Custodian, Sub-Administration, and Service and Transfer
Agency Agreements and Amendments, effective as of May 1, 2002. By signing below,
you acknowledge receipt of this schedule and agree to pay the Bank for all fees,
expenses and other costs as set forth in the attached fee schedule.
INVESTORS BANK & TRUST COMPANY
By: ______________________
Name: ____________________
Title: ___________________
ACKNOWLEDGED AND AGREED
PORTFOLIO PARTNERS, INC. AETNA LIFE INSURANCE AND ANNUITY
By: ______________________ By: ______________________
Name: ____________________ Name: ____________________
Title: ___________________ Title: ___________________
Form of
AMENDMENT AGREEMENT
AMENDMENT AGREEMENT, effective as of May 1, 2002, 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 December 14, 2001 as amended from time to
time (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) Appendix A to the Sub-Administration Agreement is hereby amended by
deleting such Appendix A in its entirety and replacing it with Appendix A
attached hereto 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: ____________________________
AETNA LIFE INSURANCE AND ANNUITY COMPANY
By: _______________________________
Name: _____________________________
Title: ____________________________
EXHIBIT I
Appendix A
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PPI MFS Emerging Equities Portfolio
PPI MFS Research Growth Portfolio
PPI MFS Capital Opportunities Portfolio
PPI Xxxxxxx International Growth Portfolio
PPI X. Xxxx Price Growth Equity Portfolio
PPI Goldman Capital Growth Portfolio
PPI Salomon Brothers Capital Portfolio
PPI OpCap Balanced Value Portfolio
PPI Xxxxxxx Tactical Asset Allocation Portfolio
PPI DSI Enhanced S&P Index Portfolio
PPI Salomon Brothers Investors Value Portfolio
PPI Xxxxx Growth Portfolio
PPI Xxxxx Aggressive Growth Portfolio
ING-XX Xxxxxx Mid Cap Value
ING Baron Small Cap Growth
ING Xxx Xxxxxx Xxxxxxxx
ING MFS Global Growth
ING PIMCO Total Return
ING American Century Small Cap Value
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CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V.,
ADMINISTRATION AND TRANSFER AGENCY
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A. DOMESTIC CUSTODY, FUND ACCOUNTING, CALCULATION OF N.A.V.,
ADMINISTRATION AND TRANSFER AGENCY
The following fees will apply to assets of all the funds listed in
Appendix A of the Custodian, Sub-Administration, and Transfer Agency
and Service Agreements between Portfolio Partners, Inc., Aetna Life
Insurance and Casualty (ALIAC), and Investors Bank and Trust. This fee
does not include transactions or global custody costs.
ANNUAL FEE
----------
First $5 Billion of Net Assets 4.0 BASIS POINTS
Next $5 Billion of Net Assets 3.0 BASIS POINTS
Assets in excess of $10 Billion 2.5 BASIS POINTS
Each of the funds are subject to annual minimum fees as follows:
ANNUAL FEE
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Domestic Funds $ 60,000
International/Foreign Funds $ 75,000
For each additional class above one per fund, there will be an
additional annual fee of $20,000.
B. TRANSACTIONS
o DTC/Fed Book Entry $ 9**
o Physical Securities 35
o Options and Futures 18
o GNMA Securities 30
o Principal Paydown 5
o Foreign Currency 18***
o Outgoing Wires 7
o Incoming Wires 5
** Assumes trade information is sent electronically to Investors Bank in the
ISITC/SWIFT format. Manual trades will be billed at $12.00 per trade.
There are no transaction charges for use of the Investors Bank Repo.
*** There are no transaction charges for F/X contracts executed by Investors
Bank
C. FOREIGN SUBCUSTODIAN FEES
o Incremental basis point and transaction fees will be charged for all
foreign assets for which we are custodian. The asset based fees and
transaction fees vary by country, based upon the attached global
custody fee schedule. Local duties, script fees, registration,
exchange fees, and other market charges are out-of-pocket.
o Investors Bank will require the fund to hold all international
assets at the subcustodian of our choice.
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MISCELLANEOUS
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A. OUT-OF-POCKET
o These charges consist of:
-Legal Expenses -Non Standard Extracts
-Printing, Delivery & Postage -InvestView
-Third Party Review($250/fund/Yr) -Forms & Supplies
-Extraordinary Travel Expenses -Micro Rental
-Customized Systems Development/Reports
-International Verification Services($3/security/month)
-Pricing(per security/day-.10 Dom equities, .50 Dom bonds, .40 Int'l)
-Telecommunications (per month 61.25 dom, 77.06 global)
-Financial Statement Printing/Edgarization
-Support Equipment Rental
B. DOMESTIC BALANCE CREDIT
o We allow use of balance credit against fees (excluding out-of-pocket
charges) for fund balances arising out of the custody relationship.
The credit is based on collected balances reduced by balances
required to support the activity charges of the accounts. The
monthly earnings allowance is equal to 75% of the 90-day T-xxxx
rate.
C. FOREIGN EXCHANGE & CASH MANAGEMENT
o This Fee Schedule assumes Investors Bank will perform cash management
services for the portfolios.
D. PAYMENT
o The above fees will be charged against the fund's custodian checking
account five business days after the invoice is mailed.
E. SYSTEMS
o The details of any systems work will be determined after a thorough
business analysis. System's work will be billed on a time and
material basis.
Accepted and agreed:
Portfolio Partners, Inc.
By: ____________________________
Name: ____________________________
Title: ____________________________
