Exhibit 2(g)
INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT
This AGREEMENT, made this ___ day of __________, 2002, by and between
First American Minnesota Municipal Income Fund II, Inc., a Minnesota corporation
(the "Fund") and U.S. Bancorp Asset Management, Inc. (the "Advisor").
1. Investment Advisory and Management Services. The Fund hereby engages
the Advisor, and the Advisor hereby agrees to act as investment adviser for, and
to manage the affairs, business and the investment of the assets of the Fund.
The investment of the assets of the Fund shall at all times be subject
to the applicable provisions of the Articles of Incorporation, Bylaws,
Registration Statement on Form N-2 and any representations contained in the
Prospectus and Statement of Additional Information of the Fund and shall conform
to the policies and purposes of the Fund as set forth in such Registration
Statement, Prospectus and Statement of Additional Information and (i) as
interpreted from time to time by the Board of Directors of the Fund and (ii) as
may be amended from time to time by the Board of Directors and/or the
shareholders of the Fund as permitted by the Investment Company Act of 1940, as
amended (the "1940 Act"). Within the framework of the investment policies of the
Fund, the Advisor shall have the sole and exclusive responsibility for the
management of the Fund's assets and the making and execution of all investment
decisions for the Fund. The Advisor shall report to the Board of Directors of
the Fund regularly at such times and in such detail as the Board may from time
to time determine to be appropriate, in order to permit the Board to determine
the adherence of the Advisor to the investment policies of the Fund.
The Advisor shall, at its own expense, furnish the Fund suitable office
space, and all necessary office facilities, equipment and personnel for
servicing the investments of the Fund. The Advisor shall arrange, if requested
by the Fund, for officers, employees or other Affiliated Persons (as defined in
Section 2(a)(3) of the 1940 Act and the rules, regulations and releases relating
thereto) of the Advisor to serve without compensation from the Fund as
directors, officers or employees of the Fund if duly elected to such positions
by the shareholders or directors of the Fund.
The Advisor hereby acknowledges that all records necessary in the
operation of the Fund, including records pertaining to its shareholders and
investments, are the property of the Fund, and in the event that a transfer of
management or investment advisory services to someone other than the Advisor
should ever occur, the Advisor will promptly, and at its own cost, take all
steps necessary to segregate such records and deliver them to the Fund.
2. Compensation for Services. In payment for all services, facilities,
equipment and personnel, and for other costs of the Advisor hereunder, the Fund
shall pay to the Advisor a monthly investment advisory fee. Such monthly fee
shall be 1/12 of the per annum rate of 0.40% and shall be based upon the Fund's
average weekly net assets during each month, calculated as described below. The
Advisor shall to limit its monthly fee to 1/12 or the per annum rate of 0.35% of
average weekly net assets through October 31, 2007
For purposes of the calculation of such fee, average weekly net assets
shall be determined on the basis of the Fund's average net assets for each
weekly period (ending on Friday) ending during the month. The net assets for
each weekly period are determined by averaging the net assets on the Friday of
such weekly period with the net assets on the Friday of the immediately
preceding weekly period. When a Friday is not a business day for the Fund, then
the calculation will be based on the Fund's net assets on the business day
immediately preceding such Friday. Such fee shall be payable on the fifth day of
each calendar month for services performed hereunder during the preceding month.
If the Fund's Registration Statement on Form N-2 is declared effective by the
Securities and Exchange Commission after the beginning of a month or this
Agreement terminates prior to the end of a month, such fee shall be prorated
according to the proportion which such portion of the month bears to the full
month.
3. Allocation of Expenses. In addition to the fees described in Section
2 hereof, the Fund shall pay all its expenses which are not assumed by the
Advisor in its capacity as the Fund's investment adviser or in its capacity as
the Fund's administrator. These Fund expenses include, by way of example, but
not by way of limitation, (i) brokerage and commission expenses; (ii) Federal,
state, local and foreign taxes, including issue and transfer taxes incurred by
or levied on the Fund; (iii) interest charges on borrowings; (iv) the Fund's
organizational and offering expenses, whether or not advanced by the Advisor,
except as may be otherwise provided in the prospectus for any offering of the
Fund's securities; (v) the cost of other personnel providing services to the
Fund; (vi) fees and expenses of registering the Fund's shares under the
appropriate Federal securities laws and qualifying the Fund's shares under
applicable state securities laws; (vii) fees and expenses of listing and
maintaining the listing of the Fund's shares on the principal securities
exchanges where listed, or, if the Fund's shares are not so listed, fees and
expenses of listing and maintaining the quotation of the Fund's shares on the
principal over-the-counter market where traded; (viii) expenses of printing and
distributing reports to shareholders; (ix) costs of shareholders' meetings and
proxy solicitation; (x) charges and expenses of the Fund's Administrator,
custodian and registrar, transfer agent and dividend disbursing agent; (xi)
compensation of the Fund's officers, directors and employees that are not
Affiliated Persons or Interested Persons (as defined in Section 2(a)(19) of the
1940 Act and the rules, regulations and releases relating thereto) of the
Advisor; (xii) legal and auditing expenses; (xiii) cost of certificates
representing common shares of the Fund; (xiv) costs of stationery and supplies;
(xv) insurance expenses; and (xvi) association membership dues.
4. Freedom to Deal with Third Parties; Indemnification. The Advisor
shall be free to render services to others similar to those rendered under this
Agreement or of a different nature except as such services may conflict with the
services to be rendered or the duties to be assumed hereunder.
The Advisor agrees to indemnify the Fund with respect to any loss,
liability, judgment, cost or penalty which the Fund may directly or indirectly
suffer or incur in any way arising out of or in connection with any breach of
this Agreement by the Advisor.
The Advisor shall be liable to the Fund and its shareholders or former
shareholders for any negligence or willful misconduct on the part of the Advisor
or any of its directors, officers, employees, representatives or agents in
connection with the responsibilities assumed by it hereunder, provided, however,
that the Advisor shall not be liable for any
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investments made by the Advisor in accordance with the explicit or implicit
direction of the Board of Directors of the Fund or the investment objectives and
policies of the Fund as set forth in the then current Registration Statement of
the Fund, and provided further that any liability of the Advisor resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services shall be limited to the period and amount set forth in Section 36(b)(3)
of the 1940 Act.
5. Effective Date, Duration and Termination of Agreement. The effective
date of this Agreement shall be the date first set forth above. Wherever
referred to in this Agreement, the vote or approval of the holders of a majority
of the outstanding shares of the Fund shall mean the vote of 67% or more of such
shares if the holders of more than 50% of such shares are present in person or
by proxy or the vote of more than 50% of such shares, whichever is less.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect for a period of two years from the date of its execution, and
thereafter shall continue in effect only so long as such continuance is
specifically approved at least annually (a) by the Board of Directors of the
Fund or by a vote of the holders of a majority of the outstanding shares of the
Fund, and (b) by the vote of a majority of the directors who are not parties to
this Agreement or Interested Persons of the Advisor or of the Fund cast in
person at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time without the payment of any
penalty by the vote of the Board of Directors of the Fund or by the vote of the
holders of a majority of the outstanding shares of the Fund, or by the Advisor,
upon sixty (60) days written notice to the other party. Any such termination
maybe made effective with respect to both the investment advisory and management
services provided for in this Agreement or with respect to either of such kinds
of services. This Agreement shall automatically terminate in the event of its
assignment as defined in the 1940 Act and the rules thereunder. This Agreement
shall automatically terminate upon completion of the dissolution, liquidation or
winding up of the Fund.
6. Amendments to Agreement. No material amendment to this Agreement
shall be effective until approved by vote of the holders of a majority of the
outstanding shares of the Fund.
7. Notices. Any notice under this Agreement shall be in writing,
addressed, delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate in writing for receipt of such notice.
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IN WITNESS WHEREOF, the Fund and the Advisor have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
FIRST AMERICAN MINNESOTA MUNICIPAL
INCOME FUND II, INC.
By
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Its
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U.S. BANCORP ASSET MANAGEMENT, INC.
By
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Its
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