EXHIBIT g.5
ASSIGNMENT AND ASSUMPTION AGREEMENT
(Custodian Agreements and Securities Lending Agency Agreement)
This Assignment and Assumption Agreement (this "Assignment"), is made and
entered into as of May 1, 1998 (the "Effective Date"), by and between First
Trust National Association, a national banking association ("First Trust"), and
U.S. Bank National Association, a national banking association ("U.S. Bank").
WHEREAS, First Trust desires to assign to U.S. Bank, and U.S. Bank desires
to acquire and assume from First Trust, all of First Trust's right, title and
interest in, to and under the following agreements (collectively, the "Assumed
Agreements"):
a. Custodian Agreement dated as of September 20, 1993, by and between
First American Investment Funds, Inc. and First Trust, as amended and
supplemented through the Effective Date.
b. Custodian Agreement dated as of January 20, 1995, by and between First
American Funds, Inc. and First Trust, as amended and supplemented
through the Effective Date.
c. Custodian Agreement dated as of October 1, 1996, by and between First
American Strategy Funds, Inc. and First Trust, as amended and
supplemented through the Effective Date.
d. Securities Lending Agreement (Customer Agreement) dated as of January
31, 1997, by and between First Trust and First American Investment
Funds, Inc. and First American Funds, Inc. as amended and supplemented
through the Effective Date.
NOW, THEREFORE, in consideration of the covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. First Trust hereby grants, assigns, transfers and conveys to U.S. Bank
its entire right, title and interest in, to and under the Assumed Agreements.
First Trust further agrees to indemnify and save harmless U.S. Bank from and
against any claims which arise in connection with the failure of First Trust to
perform its obligations under the Assumed Agreements applicable to that period
prior to the Effective Date.
2. U.S. Bank hereby accepts the foregoing assignment and hereby assumes and
agrees to perform all of the obligations of First Trust under the Assumed
Agreements applicable to the period beginning the Effective Date. U.S. Bank
agrees to comply with the representations and conditions of that no-action
letter dated April 6, 1998, issued by the Staff of the Securities and Exchange
Commission in connection with the foregoing assignment. U.S. Bank further agrees
to indemnify, and save harmless First Trust from and against any claims which
arise in connection with U.S. Bank's failure to perform such obligations on and
after the Effective Date.
3. First Trust and U.S. Bank each hereby represents and warrants that it
has not entered into any assignments, contracts or understandings with third
parties in conflict herewith.
4. The terms, covenants and provisions of this Assignment are binding upon
and shall inure to the benefit of First Trust and U.S. Bank and their
respective successors and assigns.
5. This Assignment is and shall be governed by and construed in accordance
with the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have caused this Assignment to be duly
executed and delivered as of the date first stated above.
FIRST TRUST NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxx
Its Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxx Xxxxxx
Its Vice President
FIRST AMERICAN Investment Funds, Inc., First American Funds, Inc., and
First American Strategy Funds, Inc. each hereby expressly consents to First
Trust's assignment of each Assumed Agreement to which it is a party to U.S. Bank
in accordance with the terms of this Assignment. First American Investment
Funds, Inc., First American Funds, Inc., and First American Strategy Funds, Inc.
each represents and warrants that its consent as set forth herein has been
authorized by its Board of Directors.
Dated as of the date first FIRST AMERICAN INVESTMENT FUNDS, INC.
stated above.
By /s/ Xxxxxxx X. Xxxxxxx
Its Acting President
[signatures continue on following page]
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FIRST AMERICAN FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
Its Acting President
FIRST AMERICAN STRATEGY FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
Its Acting President
