EXHIBIT 99(h)(6)
SECURITIES LENDING AGREEMENT
SECURITIES LENDING AGREEMENT
CUSTOMER AGREEMENT
This Securities Lending Agreement, made as of this 1st day of January,
2007 including all exhibits attached hereto, all of the terms of which are
incorporated herein by reference, in each case, as amended and/or supplemented
from time to time in accordance with the terms hereof (this "Agreement"), by and
between U.S. Bank National Association (the "Bank") and First American
Investment Funds, Inc. (the "Customer").
WITNESSETH:
WHEREAS, Customer is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act") which
offers its shares in one or more separate series, with each such series
representing a separate and distinct pool of cash, securities, and other assets
(collectively "Property"); and
WHEREAS, the Customer desires to have the Bank engage in securities
lending as Customer's agent with respect to certain Securities; and
WHEREAS, the Bank and the Customer desire to specify the terms and
conditions under which such securities lending will be performed.
NOW, THEREFORE, in consideration of the mutual premises, covenants and
undertakings set forth herein, the parties hereto agree as follows:
1. Definitions: For purposes hereof:
"Borrower" shall be, subject to the other provisions of this
Agreement, one or more (i) broker-dealers registered under the
Securities Exchange Act of 1934 (the "1934 Act"); (ii) broker-dealers
exempt from registration under 15(a)(1) of the 1934 Act as a dealer in
exempted Government Securities, or (iii) bank(s), with which the Bank
or one of its agents has established a securities lending agreement
whereby Borrower may borrow Securities and which the Customer has
expressly approved in accordance with the last sentence of this
paragraph. Such potential Borrowers are listed in Exhibit A attached
hereto. Borrowers may be added to or deleted from Exhibit A by (i) the
Customer by means of written notice delivered by the Customer to the
Bank, or (ii) written notice delivered by the Bank to the Customer
which is confirmed by the Customer via letter, fax or e-mail.
"Borrower Agreement" shall have the meaning provided such term
in Section 3(a) hereof.
"Business Day" shall mean, with respect to any Loan hereunder,
a day on which regular trading occurs in the
principal market for the Loaned Securities subject to such Loan,
provided, however, that for purposes of determining the Market Value of
any Securities hereunder, such term shall mean a day on which regular
trading occurs in the
principal market for the Securities whose value is being determined.
Notwithstanding the foregoing, in no event shall a Saturday or Sunday
be considered a Business Day.
"Close of Trading" shall mean, with respect to any Security,
the end of the primary trading session established by the principal
market for such Security on a Business Day.
"Collateral" shall be collateral which the Bank shall receive
from Borrower(s) to secure Loans on behalf of a Customer in the form of
(i) cash denominated in United States dollars ("Cash Collateral"), (ii)
securities issued or guaranteed by the United States Government or its
agencies, or (iii) irrevocable bank letters of credit issued by a
person other than the Borrower or an affiliate thereof, or equivalent
obligation denominated in United States dollars..
"Government Securities" shall mean government securities as
defined in Section 3(a)(42)(A)-(C) of the 1934 Act, as amended.
"Loans" shall be the lending of Securities to Borrower(s).
"Loaned Securities" shall be those Securities which are loaned
to the Borrower(s) by the Bank, securities identical to such
Securities, or securities equivalent to such loaned securities in the
event of a reorganization, recapitalization or merger affecting the
originally loaned securities.
"Margin Percentage" shall mean, with respect to any Loan as of
any date, a percentage agreed to by the Borrower and the Bank, provided
that in no event shall the Margin Percentage be less than 100% of the
Market Value of the Loaned Securities.
"Xxxx to Market" shall be the procedure whereby the Bank
determines the Market Value of securities Collateral and Loaned
Securities.
"Market Value" shall be:
(i) If the principal market for the securities to be
valued is a national securities exchange in the United States,
their Market Value shall be determined by their last sale
price on such exchange at the most recent Close of Trading or,
if there was no sale on the Business Day of the most recent
Close of Trading, by the last sale price at the Close of
Trading on the next preceding Business Day on which there was
a sale on such exchange, all as quoted on the Consolidated
Tape or, if not quoted on the Consolidated Tape, then as
quoted by such exchange, including where applicable, accrued
interest to the extent not already included therein, unless
market practice with respect to the valuation of such
securities in connection with securities loans is to the
contrary.
(ii) If the principal market for the securities to be
valued is the over-the-counter market, and the securities are
quoted on The Nasdaq Stock Market ("Nasdaq"), their Market
Value shall be the last sale price on Nasdaq at the most
recent Close of Trading or, if the securities are issues for
which last sale prices are
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not quoted on Nasdaq, the last bid price at such Close of
Trading. If the relevant quotation did not exist at such Close
of Trading, then the Market Value shall be the relevant
quotation on the next preceding Close of Trading at which
there was such a quotation, including where applicable,
accrued interest to the extent not already included therein,
unless market practice with respect to the valuation of such
securities in connection with securities loans is to the
contrary.
(iii) Except as provided in Subsection (iv) of this
definition, if the principal market for the securities to be
valued is the over-the-counter market, and the securities are
not quoted on Nasdaq, their Market Value shall be determined
in accordance with market practice for such securities, based
on the price for such securities as of the most recent Close
of Trading obtained from a generally recognized source agreed
to by the Bank and the Borrower(s) or the closing bid
quotation at the most recent Close of Trading obtained from
such a source. If the relevant quotation did not exist at such
Close of Trading, then the Market Value shall be the relevant
quotation on the next preceding Close of Trading at which
there was such a quotation, including where applicable,
accrued interest to the extent not already included therein,
unless market practice with respect to the valuation of such
securities in connection with securities loans is to the
contrary.
(iv) The Market Value of a letter of credit shall be
the outstanding amount thereof.
"Offering Memorandum" shall mean the offering memorandum
dated on or about March 31, 2006 relating to the Selected Series.
"Person" shall be any natural person, corporation,
partnership, limited partnership, joint venture, firm, association,
trust, unincorporated organization, government or governmental agency
or political subdivision or any other entity, whether acting in an
individual, fiduciary or other capacity.
"RIC" shall be the Mount Xxxxxx Securities Lending Trust.
"Securities" shall be securities, of any type, that are owned
or controlled by the Customer and that have been hereby approved for
use in securities lending by the Customer.
"Selected Series" shall be the series of the RIC that is
selected by the Customer for investment of Cash Collateral, as
identified on the Customer Information Sheet attached hereto. The
Selected Series may be changed by the Customer upon thirty (30) days
written notice to the Bank.
"Substitute Payments" shall mean payments in amounts equal to
all distributions made to holders of Loaned Securities during the term
of the loan, including, but not limited to, cash dividends, interest
payments, shares of stock as a result of stock splits, and rights to
purchase additional securities.
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2. Appointment and Acceptance. The Customer hereby appoints the Bank as
its agent for the purpose of lending Securities; and the Bank hereby agrees to
accept such appointment and act in such capacity.
3. Delivery of Securities; Receipt of Collateral; Return of Collateral.
Until given written notice of termination pursuant to Section 15, the Customer
hereby authorizes the Bank, and the Bank agrees, to undertake the following:
(a) To enter into and maintain securities loan agreements with
Borrower(s) which set forth terms consistent with this Agreement. The
Customer acknowledges that the standard form(s) of Borrower
Agreement(s) entered or to be entered with Borrowers will be
substantially in the form of the most current Master Securities Loan
Agreement produced by the Bond Market Association and the Customer
authorizes the Bank to lend Securities to Borrowers pursuant to
agreements substantially in the form thereof (each such agreement
referred to herein as a "Borrower Agreement"). The Customer may from
time to time direct the Bank not to enter into loans with a Borrower,
as the Customer specifies by written notice to the Bank, in each case
notwithstanding the Customer's prior approval of such Borrower in
accordance with the terms contained herein.
(b) To negotiate fees with Borrowers in connection with
securities lending, subject to the following requirements. In the case
of a Loan for which the Collateral is Cash Collateral, the Bank shall
negotiate a fee (the "Borrower Rebate Fee") to be paid by the Bank to
the Borrower on behalf of the Customer. In the case of a Loan for which
the Collateral is non-cash, the Bank shall negotiate a loan fee to be
paid by the Borrower.
(c) To deliver to Borrowers, from time to time, such
Securities as the Bank may in its discretion select for securities
lending in accordance with this Agreement.
(d) To use the securities lending services of other financial
institutions, including, without limitation, FAF Advisors, Inc. ("FAF
Advisors") and other financial institutions that are affiliates of the
Bank, as agents of the Bank, for the benefit of the Customer, as the
Bank in its discretion shall determine to be necessary or desirable to
perform securities lending on behalf of the Customer.
(e) In connection with each Loan, to receive from the
Borrower, at the time the Securities are loaned, Collateral of a value
at least equal to 102% of the then current Market Value of the Loaned
Securities. Such Collateral shall be held as security by the Bank on
behalf of the Customer for the due and punctual performance by the
Borrower of any and all of the Borrower's obligations under the
Borrower Agreement.
(f) To hold and safekeep the Collateral on behalf of the
Customer with other securities lending collateral held by the Bank,
provided that the Customer's specific interest in the Customer's
Collateral shall at all times be noted in the records of the Bank,
provided further, however, that all Collateral shall be held separate
from any other securities held by the Bank on behalf of an other person
or entity.
(g) To invest Cash Collateral for the benefit of the Customer
in the Selected Series.
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(h) Upon termination of any Loan, to liquidate Cash Collateral
investments made with the Collateral and to return the Collateral to
the Borrower in accordance with the Borrower Agreement so long as the
Borrower is not in default and the Bank receives the Loaned Securities
from the Borrower.
(i) To receive from the Borrower Substitute Payments and to
forward such Substitute Payments to the Customer.
(j) To pay to the Borrower all interest and dividend payments,
including Substitute Payments, received on Securities which are held as
Collateral, provided that there is no material default by the Borrower
of the terms and conditions of the Borrower Agreement, in cases where
the Borrower has provided non-cash Collateral in the form of
securities, in whole or in part.
(k) To originate or terminate any Loan at any time as the Bank
may in its discretion determine pursuant to the terms of this
Agreement, without prior notice to the Customer.
(l) In connection with the Customer's Loaned Securities, to
collect loan fees owed by Borrowers and income earned on Cash
Collateral investments, and to dispose of such monies pursuant to
Sections 3(b) and 8 of this Agreement.
(m) To disclose to any Borrower, the name of the Customer and
such other information required by such Borrower or such Person to
enable such Borrower or such Person to comply with applicable federal
or state law, as the Bank may in its discretion deem necessary.
(n) To group the Customer's securities together with the
securities of other securities lending customers for the purposes of
facilitating Loans to Borrowers. The Customer acknowledges that whether
particular securities are loaned depends on many variables, including,
but not limited to, the demand for a particular security by Borrowers,
the Bank's automated queuing system for equitable utilization of all
available securities for lending transactions, and the quantity of a
particular security that is held in the lendable pool, and that the
Bank cannot ensure that the Customer's Securities will become the
subject of any particular Loan or that the Customer's Securities will
be loaned.
4. Voting Rights. Customer shall not retain voting rights of Loaned
Securities while loaned to any Borrower.
5. Xxxx to Market. The Bank shall on a daily basis (a) Xxxx to Market
Loaned Securities and Collateral. If the Market Value of the Collateral at the
close of trading on a Business Day is less than the Margin Percentage of the
Market Value of the Loaned Securities at the close of trading on that day, the
Borrower shall deliver, by the close of business on the following Business Day,
an additional amount of Collateral the Market Value of which, together with the
Market Value of all previously delivered collateral, equals at least the Margin
Percentage of the Market Value of
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the Loaned Securities as of such preceding day. In the event that the Market
Value of the Collateral exceeds the Margin Percentage of the Market Value of the
Loaned Securities, part of the Collateral may be returned to the Borrower as
long as the Market Value of the remaining Collateral equals at least the Margin
Percentage of the Market Value of the Loaned Securities.
6. Accountings. The Bank shall include in a monthly report to the
Customer daily information concerning all securities loans outstanding,
including an accounting of all securities lending transactions.
7. Loan Termination by Customer.
(a) Unless otherwise agreed in writing, the Customer may, in
its discretion, elect to terminate a Loan on a termination date
established by notice given to the Bank prior to the close of business
on a Business Day. The termination date established by a termination
notice shall be a date no earlier than the standard settlement date
that would apply to a purchase or sale of the Loaned Securities, which
date shall be determined in accordance with the terms of the Borrower
Agreement. Upon receipt of such notice, the Bank shall notify the
appropriate Borrower for return of the Loaned Securities in accordance
with the terms of the Borrower Agreement.
(b) The Bank shall be deemed to have received appropriate
notice as required by this Section 7 upon receipt of written or oral
directions (i) signed or given by any person whose name and signature
is listed on the most recent certificate delivered by the Customer to
the Bank which lists those persons authorized to give directions in the
name and on behalf of the Customer or (ii) signed or given by any other
person(s), duly authorized by the Customer to give directions to the
Bank hereunder or whom the Bank reasonably believes to be so
authorized. Appropriate notice as required by this Section 7 shall
include notice sent to the Bank by letter, memorandum, telegram, cable,
telex, telecopy facsimile, video (CRT) terminal or other "on-line"
system, or similar means of communication, or given over the telephone
or in person.
8. Fees.
(a) The Customer shall pay fees to the Bank in the amount and
at such times set forth on Exhibit B attached hereto and made a part
hereof as though fully set forth herein. The provisions of Exhibit B
may be renegotiated at any time upon five days written notice by either
party hereto and may be amended by a separate writing between the Bank
and the Customer. The Bank shall charge such fees against the net
income received as proceeds from securities lending transactions (after
payment of any applicable Borrower Rebate Fees) ("Net Income");
provided, however, that if not so charged, the Customer shall pay such
fees.
(b) Any Borrower Rebate Fee incurred by a Customer arising
from the receipt of cash as Collateral for Loaned Securities shall be
charged against the gross income received by the Customer as proceeds
from securities lending transactions and the Bank shall pay such
Borrower Rebate Fee to the appropriate Borrower on behalf of the
Customer; provided, however, that if not so charged, the Customer shall
pay such Borrower Rebate Fee.
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9. Customer Representations and Warranties.
(a) The Customer represents and warrants that: (i) the
Customer has the legal right, power and authority to execute, deliver
and perform this Agreement and to carry out all of the transactions
contemplated hereby; (ii) the execution and delivery of this Agreement
by the Customer will not violate any provision of its charter, bylaws
or any other governing documents, or any law, or any regulation,
interpretation or order or any court or other government agency, or
judgment, applicable to the Customer; (iii) the Customer has obtained
all necessary authorizations, including those from any persons who may
have an interest in the Securities, including the consent or approval
of any governmental agency or instrumentality; (iv) the execution,
delivery and performance of this Agreement and the carrying out of any
of the transactions contemplated hereby will not be in conflict with,
result in a breach of or constitute a default under any agreement or
other instrument to which the Customer is a party or which is otherwise
known to the Customer, including but not limited to, liens against
and/or pledges of Securities; and (v) all persons executing this
Agreement on behalf of the Customer and carrying out the transactions
contemplated hereby on behalf of the Customer are duly authorized to do
so.
(b) The Customer represents and warrants that it is an
"investment company" as that term is defined in the Investment Company
Act of 1940 (the "1940 Act") and that it will indicate each Borrower
that is an "affiliate," as that term is defined in the 1940 Act by
instructing the Bank not to lend the Customer's Securities to such
Borrower, such instruction to be given by completion of Exhibit A
hereto.
(c) The Customer is aware that it is possible to loan
portfolio securities without incurring the loan fees payable pursuant
hereto by administering such a program itself, rather than hiring the
Bank.
(d) The Customer represents and warrants that each Person who
owns, controls or possesses securities which may be lent pursuant to
this agreement is identified in the Customer Information Sheet attached
hereto and made a part hereof as though fully set forth herein, such
Customer Information Sheet to be updated from time to time upon written
notice to the Bank from the Customer (the "Customer Information Sheet")
and that the tax identification number of such Person is set forth
opposite such Person's name on such Customer Information Sheet.
(e) The Customer represents and warrants (i) that the
information contained in the attached Customer Information Sheet is
complete and accurate in all respects as of the date hereof and the
Customer acknowledges and affirms that the Bank may rely upon the
accuracy and completeness of the information contained in the Customer
Information Sheet in complying with its obligations under applicable
laws and regulations and (ii) that the Customer has reviewed and
understands the Offering Memorandum.
(f) The Customer represents and warrants that all recitals
contained herein are true and correct in all respects.
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10. The Bank's Responsibilities. The Bank's duties and responsibilities
shall only be those expressly set forth in this Agreement. The Bank hereby
agrees that it shall at all times during the term of this Agreement exercise its
reasonable care and efforts in performing its obligations hereunder. The Bank
will perform such obligations and responsibilities in accordance with all
applicable laws, including, but not limited to Securities and Exchange
Commission (SEC") rules and regulations. The Bank intends to rely on previously
obtained exemptive relief orders issued by SEC in performing its
responsibilities under this Agreement. Neither the Bank nor its agents shall be
responsible for any loss or liability arising from their performance of the
Bank's duties under this Agreement, except for direct loss or liability (but not
consequential or punitive damages) arising from the Bank's, or its agent's,
willful misfeasance, bad faith or negligence in the performance of the Bank's
duties under this Agreement. In no event shall the Bank be liable for special,
indirect or consequential damages, or lost profits or loss of business, arising
under or in connection with this Agreement, even if previously informed of the
possibility of such damages and regardless of the form of action.
11. Customer Responsibilities.
(a) The Customer agrees to (i) promptly notify the Bank of any
change that the Customer wishes to make to Exhibit A, (ii) promptly
notify the Bank if any information contained in the Customer
Information Sheet becomes inaccurate or untrue and (iii) indemnify the
Bank for any losses resulting from the Customer's failure to adhere to
the provisions of Subsection (a) of this Section 11.
(b) The Customer agrees that, to the extent any loss arising
out of investments of Cash Collateral in the Selected Series results in
a deficiency in the amount of Collateral available for return to a
Borrower, the Customer shall pay to the Bank, on demand, cash in an
amount equal to such deficiency.
(c) The Customer acknowledges that the Bank is acting as an
agent on the Customer's behalf in connection with the lending of the
Customer's assets and the investment of cash received as Collateral for
such Loans. The Customer understands that it bears the risks of
investment loss, including any decline in value of Cash Collateral
investment and loss resulting from any securities lending default by a
Borrower.
(d) The Customer acknowledges that it is responsible for
paying any taxes that are incurred as a result of Loans made on behalf
of the Customer, and the Customer agrees that it shall reimburse the
Bank for any taxes paid on Customer's behalf by the Bank.
(e) The Customer agrees to reimburse the Bank and to hold the
Bank harmless from and against any and all costs, expenses, damages,
liabilities or claims, including reasonable fees and expenses of
counsel incurred by the Bank which the Bank may sustain or incur or
which may be asserted against the Bank by reason of or as a result of
any action taken or omitted by the Bank in connection with operating
under this Agreement (including, but not limited to, actions or
omissions related to the lending of Securities to Borrowers or the
holding or investment of Collateral or resulting from the Customer's
failure to comply with its obligations under Section 11(a) hereof)
other than those costs, expenses, damages, liabilities or claims
arising out of the Bank's negligence,
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bad faith or willful misfeasance, as adjudicated by a court of
competent jurisdiction. The foregoing shall be a continuing obligation
of the Customer and the Customer's successors and assigns,
notwithstanding the termination of any Loans hereunder or of this
Agreement. The Bank may charge any amounts to which it is entitled
hereunder against the account in which the Customer's Securities are
held.
12. Indemnification.
(a) In the event of a Borrower's material default of the terms
and conditions of the Borrower Agreement, the Bank shall:
(i) take all actions the Bank deems appropriate, in
its discretion, to liquidate the Collateral,
(ii) at its own expense, but subject to the
Customer's obligations pursuant to Section 11(c) hereto,
replace as soon as reasonably practicable such Loaned
Securities with identical securities or the equivalent thereof
in the event of a reorganization, recapitalization or merger
of the issuer of the Loaned Securities, or
(iii) if the Bank is unable to obtain replacement
securities, the Bank shall provide the Customer with
immediately available funds in an amount equal to the Market
Value of such Loaned Securities. The Market Value shall be
calculated (1) in the case of a Borrower insolvency, on the
date of such insolvency, or (2) in the case of a Borrower's
failure to return Loaned Securities, on the date that the Bank
deposits funds to the Customer's account.
(b) If the Market Value of the Collateral on the date of such
replacement or credit is less than that which is required to purchase
replacement securities or to provide equivalent funds to the Customer
as a result of a decrease in the Market Value of investments of Cash
Collateral, the Bank will not be responsible for such decrease. In such
event, the Bank shall purchase and deposit replacement securities, or
deposit cash to the Customer's account, in an amount equal to the then
current Market Value of Cash Collateral investments. If the Market
Value of the Collateral on the date of such replacement or credit is
less than that which is required to purchase replacement securities or
to credit equivalent funds to Customer's account as a result of any
reason other than a decrease in the Market Value of investments of Cash
Collateral, Bank shall pay such additional amounts as are necessary to
purchase replacement securities in an amount equal to the Market Value
of such Loaned Securities or credit equivalent funds to Customer's
account as of the date of such replacement. The Bank shall not be
liable for any appreciation in the Market Value of the Loaned
Securities subsequent to such date.
(c) The Customer agrees that the Bank shall be subrogated to
the rights of the Customer in the Collateral and against the Borrower
to the extent of any amount paid by the Bank to the Customer hereunder.
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(d) Except as provided for herein, the Bank shall have no
additional liability to the Customer relating to any Borrower's failure
to return Loaned Securities and no duty or obligation to take action to
effect payment by a Borrower of any amounts owed by such Borrower
pursuant to the Borrower Agreement.
(e) Notwithstanding the foregoing, the Bank shall not be
required to act inconsistently with (i) any court or government agency
order regarding such Collateral or (ii) the Borrower Agreement.
(f) With respect to its use in this Section 12, a Borrower's
"insolvency" is defined to mean any of the following: (i) the Borrower
shall commence any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar law, or seek the
appointment of a receiver, conservator, trustee, custodian or similar
official for such party or any substantial part of its property; (ii)
any case, proceeding or appointment referred to in the preceding Clause
(i) shall be commenced against the Borrower, or any application shall
be filed against the Borrower for a protective decree under the
provisions of the Securities Investor Protection Act of 1970 as
amended, any of which (aa) is consented to or not timely contested by
the Borrower, (bb) results in the entry of any order for relief, such
an appointment, the issuance of such a protective decree or the entry
of any order having a similar effect, or (cc) is not dismissed within
15 days; (iii) the Borrower shall make a general assignment for the
benefit of creditors; or (iv) the Borrower shall admit in writing its
inability to pay its debts as they become due.
13. Agreement Modification. This Agreement, together with the Exhibits
hereto, contains a complete statement of the parties with respect to its subject
matter, supersedes all existing agreements between them concerning the subject
and cannot be amended or modified in any manner except by a written agreement
executed by all parties hereto. Notwithstanding the foregoing, Exhibit A may be
amended in the manner set forth in the definition of "Borrower" contained in
Section 1 and the fee schedule set forth in Exhibit B may be renegotiated and
amended in the manner set forth in Section 8(a).
14. Notice. Any notice required to be given in writing under this
Agreement shall be delivered by hand or mailed by registered mail, postage
prepaid, to FAF Advisors, Inc., 000 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: Securities Lending, or such other address provided by the Bank, and
to the Customer at the most recent address of such party provided to the Bank.
15. Termination. This Agreement may be terminated at any time by the
Bank or the Customer upon thirty (30) days prior written notice to the other
party. All outstanding Loans, unless a Customer shall specify otherwise, shall
remain outstanding until such Loans terminate pursuant to the securities loan
agreement with Borrower, even if such date is past the termination date
established by either party pursuant to this Section 15 (but subject to Section
7 and to any other agreement between the Customer and the Bank).
16. Assignment. This Agreement shall not be assignable by the Bank or
the Customer without the written consent of the other party, except that the
Bank may assign this Agreement to an affiliate of the Bank. Subject to the
preceding sentence hereof, this Agreement shall be
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binding upon and shall inure to the benefit of the parties and their respective
successors and assigns.
17. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota without reference to its
conflicts or choice of law principles.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as
of the day and year first above written.
FIRST AMERICAN INVESTMENT
FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Its: Treasurer
-------------------------------------
[Customer Signature Page]
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------
Its: Product Manager, Securities Lending
-------------------------------------
[U.S. Bank Signature Page]
EXHIBIT A
APPROVED BORROWERS
THE FOLLOWING ENTITIES ARE PRE-APPROVED AS "BORROWERS" PURSUANT TO SECTION 1 OF
THE AGREEMENT UNLESS THE CUSTOMER PLACES AN "X" ON THE LINE ACROSS FROM A
BORROWER NAME.
ABN Amro Bank N.V. New York Branch ______________________
ABN Amro Incorporated ______________________
Ameritrade Clearing ______________________
Bank of America Securities, LLC ______________________
Barclays Capital Inc. ______________________
Bear, Xxxxxxx and Co. Inc. ______________________
Bear, Xxxxxxx Securities Corp. ______________________
BNP Paribas Securities Corp. ______________________
Calyon Securities (USA) Inc. ______________________
Cantor Xxxxxxxxxx Securities ______________________
CIBC World Markets ______________________
Citadel Trading Group, LLC ______________________
Citigroup Global Markets, Inc. ______________________
Credit Suisse Securities (USA) LLC ______________________
Deutsche Bank NA ______________________
Deutsche Bank Securities, Inc. ______________________
Dresdner Kleinwort Xxxxxxxxxxx Securities, LLC ______________________
Xxxxxxx, X.X. Inc. ______________________
First Clearing, LLC (Wachovia Corp.) ______________________
Fortis Securities, LLC ______________________
Xxxxxxx Sachs & Co., Incorporated ______________________
RBS Greenwich Capital, Inc. ______________________
HSBC Securities (USA), Inc. ______________________
ING Financial Markets, LLC ______________________
Xxxxxxxxx & Company, Inc. ______________________
Xxxxxx Brothers, Inc. ______________________
Xxxxxxx Xxxxx Government Securities Inc. ______________________
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Inc. ______________________
Xxxxxx Xxxxxxx & Co., Inc. ______________________
X.X. Xxxxxx Securities, Inc. ______________________
X.X. Xxxxxx Xxxxx Bank ______________________
Paloma Securities, LLC ______________________
Xxxxxxx Xxxxx & Associates, Incorporated ______________________
RBC Xxxx Xxxxxxxx ______________________
RBC Capital Markets Corporation ______________________
SG Americas Securities, LLC ______________________
Societe Generale, New York Branch ______________________
Swiss American Securities, Incorporated ______________________
UBS Securities LLC ______________________
Wachovia Bank NA ______________________
Wachovia Securities, Inc. ______________________
PLEASE INITIAL HERE TO APPROVE BORROWERS __________
Exh. A-1
Exh. B-4
EXHIBIT B
SECURITIES LENDING FEE
The Customer shall pay to the Bank, on behalf of each series of the Customer
participating in the securities lending program pursuant to the Agreement,
monthly fees for administering the securities lending program for such series.
For each series, the monthly fee shall equal 25% of the series' Net Income
during such month; provided, however, that if the series' Cash Collateral was
invested during such month in the RIC, the fee for such month will be reduced,
if necessary, so that the sum of (a) that portion of the administration fee
(.02% per annum) earned by FAF Advisors from the RIC during such month that is
allocable to such series, plus (b) the monthly fee paid by such series to the
Bank under this Agreement, does not exceed 32% of the sum of (i) the series' Net
Income for such month plus (ii) that portion of the administration fee earned by
FAF Advisors from the RIC during such month that is allocable to such series.
The monthly fee for each series shall be calculated and retained by the Bank out
of such series' aggregate Net Income for such month; provided, however, that if
the fee is not so retained, the Customer, on behalf of such series, shall pay
such fee upon request from the Bank.
CUSTOMER INFORMATION SHEET
Please provide the Bank with the following information:
Name: ____________________________________________________
Tax identification number: _______________________________
Principal place of business: _____________________________
State and nation of incorporation or organization: _____________________________
Address (or the address of
your registered agent) within
state of incorporation or organization: ________________________________________
Please select ONE (and only one) of the following two series of the Mount Xxxxxx
Securities Lending Trust in which you wish the Bank to invest Cash Collateral
(each series is described more fully in such series' respective Offering
Memorandum):
[ ] Short-Term Bond Portfolio [ ] Prime Portfolio
(IF YOU FAIL TO SELECT EITHER OF THE SERIES ABOVE, OR IF YOU SELECT BOTH OF THE
SERIES ABOVE, THE BANK WILL BE UNABLE TO LEND YOUR SECURITIES.)
Please set forth below the name of each entity which owns, controls or possesses
securities which may be lent pursuant to the Customer Agreement and the tax
identification number of such entity (attach additional pages if necessary):
NAME TAX ID
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