EXHIBIT (h)(3)
SCHEDULE A TO THE
CO-ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 1, 2001
AS AMENDED JUNE 5, 2002 FOR
FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
PORTFOLIOS: This Agreement shall apply to each of the separately managed
portfolios of First American Insurance Portfolios, Inc., either
now or hereafter created (collectively, the "Portfolios").
FEES: ADMINISTRATION, SHAREHOLDER SERVICING AND INSTITUTIONAL TRANSFER
AGENCY FEES Pursuant to Article 4, the Fund, for and on behalf of
each Portfolio (or class of shares within each Portfolio, as
applicable), shall pay the Administrator compensation for
services rendered to each Portfolio, calculated daily and paid
monthly at the annual rates set forth in the following table and
based on net assets of all open-end First American mutual funds
for which the Administrator provides services under this
Agreement or any similar agreement ("Complex-Wide Assets"):
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COMPLEX-WIDE ASSETS FEE
(IN BILLIONS) (PER ANNUM)
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First $8 billion 25.0 bp
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Next $17 billion 23.5 bp
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Next $25 billion 22.0 bp
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Assets over $50 billion 20.0 bp
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Complex-Wide Assets at the end of each day are first applied
to the above fee schedule. Each Portfolio is charged a fee
(calculated and accrued daily and paid monthly) equal to
such gross number (the number calculated under the first
sentence of this paragraph) times a fraction, the numerator
of which is the assets within such Portfolio and the
denominator of which is the Complex-Wide Assets.
The fees in this table (the "Fee Table") are comprised of the
following components, which shall be calculated for each
Portfolio (or class thereof) as follows:
Administration Fees. The Fee Table reflects administrative fees
calculated in accordance with the following schedule:
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ADMINISTRATION
COMPLEX-WIDE ASSETS FEE PER PORTFOLIO
(IN BILLIONS) (PER ANNUM)
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First $8 billion 10 bp
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Next $17 billion 9.25 bp
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Next $25 billion 8.5 bp
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Assets over $50 billion 7.5 bp
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Complex-Wide Assets at the end of each day are first applied
to the above fee schedule. Each Portfolio is charged an
administrative fee (calculated and accrued daily and paid
monthly) equal to such gross number (the number calculated
under the first sentence of this paragraph) times a
fraction, the numerator of which is the
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assets within such Portfolio and the denominator of which is
the Complex-Wide Assets.
Shareholder Servicing Fees. The Fee Table also reflects
shareholder servicing fees for each Class of shares within each
Portfolio calculated in accordance with the following schedule:
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CLASS IA & IB
SHAREHOLDER
COMPLEX-WIDE ASSETS SERVICING FEE
(IN BILLIONS) (PER ANNUM)
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First $8 billion 15 bp
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Next $17 billion 14.25 bp
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Next $25 billion 13.5 bp
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Assets over $50 billion 12.5 bp
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Complex-Wide Assets at the end of each day are first applied
to the fee schedule above applicable to the applicable share
class within each Portfolio. Each share class is then
charged a shareholder servicing fee (calculated and accrued
daily and paid monthly) equal to such gross number (the
number calculated under the first sentence of this
paragraph) times a fraction, the numerator of which is the
assets within such share class and the denominator of which
is the Complex-Wide Assets.
TRANSFER AGENCY AND DIVIDEND DISBURSING CHARGES
In addition to the fees set forth in the Fee Table, the Fund (on
behalf of each share class of each Portfolio) shall pay the
Administrator the following fees for transfer agency and dividend
disbursing services:
Annual CUSIP Fee: $18,500 per CUSIP per year
Open Account Fees:
o Internal Accounts $ 9.00 per account per year
o Third Party/External Accounts $ 15.00 per account per year
o XXX Accounts $ 15.00 per account per year
o Certificate processing N/A
Closed Account Fees:
o Internal Accounts N/A
o Third Party/External Accounts $ 3.50 per account per year
The aggregate amount of such fees for transfer agency and
dividend disbursing services shall be allocated among all
Portfolios within the Fund (on behalf of each share class of each
Portfolio) on a pro rata basis based upon relative net assets.
TERM: Pursuant to Article 7, the term of this Agreement, unless sooner
terminated as specified under the heading "Termination" below,
shall commence on October 1, 2001 and shall remain in effect
through June 30, 2002. On July 1, 2002 and on July 1 of each year
thereafter (each, an "Extension Date"), this Agreement shall be
automatically extended for successive one-year periods if the
Administrator has met or exceeded at least 90% of the Service
Standards on a cumulative basis during the prior year ending on
Extension Date and only so long as such continuance is
specifically approved at least annually in conformity with the
requirements of the 1940 Act. Calculation of compliance with the
Service
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Standards will be measured monthly, and reported to the Board of
Directors of the Fund quarterly, as a fraction, the numerator of
which is the number of Service Standard events that were met in
such month and the denominator of which is the number of Service
Standard events to be completed for such month ("Service Level
Percentage"). The Administrator will calculate the compliance
percentage, and Ernst & Young will review such calculation, on a
quarterly basis. Any disagreements will be reported to the Fund's
Board of Directors for resolution, in the Board's good faith
judgment.
TERMINATION: The Administration Agreement will be terminable for the
Portfolios by delivery to the Administrator of written notice:
(i) for any reason on six months prior written notice to the
Administrator; (ii) in the event of the Administrator's
bankruptcy or insolvency; (iii) in the event of a conviction of
the Administrator for corporate criminal activity; (iv) if in any
consecutive six-month period, the average cumulative Service
Level Percentage is less than 50%; or (v) if the Administrator
has materially failed to perform its responsibilities as
administrator under this Agreement, and such material failure has
not been cured within 45 days after written notice is received by
the Administrator specifying the nature of the failure. The
Administration Agreement may terminated by the Administrator for
any reason on six months prior written notice to the Fund.
Agreed to and accepted by the undersigned effective as of June 5, 2002.
FIRST AMERICAN INSURANCE U.S. BANCORP FUND SERVICES, LLC
PORTFOLIOS, INC.
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxx X. Xxxxxxx
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Name: Name: Xxx X. Xxxxxxx
Title: Vice President Title: President
U.S. BANCORP ASSET
MANAGEMENT, INC.
By /s/ Xxxxxx X. Xxxxxx
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Name:
Title: Chief Operating Officer
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