EXHIBIT 99(g)(4)
FIRST AMERICAN INVESTMENT FUNDS, INC.
AMENDMENT AND RESTATEMENT OF COMPENSATION AGREEMENT AND
AMENDMENT TO CUSTODIAN AGREEMENT DATED AS OF JULY 1, 2005
WHEREAS, First American Investment Funds, Inc., a Maryland corporation
(hereinafter called the "Fund"), and First Trust National Association, a
national banking association organized and existing under the laws of the United
States of America, previously entered into a Custodian Agreement dated September
20, 1993 (the "Custodian Agreement"); and
WHEREAS, First Trust National Association, with the consent of the Fund,
assigned its rights and obligations under the Custodian Agreement to U.S. Bank
National Association, a national banking association organized and existing
under the laws of the United States of America (the "Custodian") by an
Assignment and Assumption Agreement dated as of May 1, 1998; and
WHEREAS, Article 12 of the Custodian Agreement provides that the Custodian
shall be paid compensation at such rates and at such times as may from time to
time be agreed on in writing by the parties thereto;
WHEREAS, the Fund and the Custodian previously entered into a Compensation
Agreement which was restated and superseded by subsequent Compensation
Agreements, the most recent of which is dated October 25, 2004;
WHEREAS, the Fund and the Custodian wish to restate and supersede the
Compensation Agreement dated October 25, 2004 in order to adjust the custodial
fees;
WHEREAS, the Custodian invests cash balances held in the Custodian Account
daily in certain temporary investment vehicles pursuant to procedures adopted by
the Custodian and approved by the Fund ("Sweep Procedures");
WHEREAS, Article 9 of the Custodian Agreement, as amended effective
December 4, 2002, contemplates the Custodian making advances for overdrafts and
the Fund repaying such overdrafts plus accrued interest; and
WHEREAS, the Fund and the Custodian wish to amend the Custodian Agreement
in order to clarify the Fund's payment obligations with respect to overdrafts
and the Custodian's payment obligations with respect to cash balances in the
Custodian Account that the Custodian fails to invest as required by the Sweep
Procedures.
NOW, THEREFORE, the Fund and the Custodian agree as follows:
1. Each series of the Fund, as now in existence or hereafter created from
time to time, other than the International Fund as set forth in Section 3
of this Compensation Agreement and Custodian Agreement Amendment, shall
pay to the Custodian pursuant to the Custodian Agreement a monthly fee at
an annual rate of 0.005% of the average daily net assets of such series.
The Custodian shall pay sub-custodian fees with respect to those series
that are authorized to utilize foreign sub-custodians out of the
compensation payable to the Custodian by such series as set forth in the
preceding sentence. The Fund shall reimburse the Custodian for all other
out-of-pocket expenses incurred by the Custodian in connection with the
performance of the Custodian's services under the
Custodian Agreement. Section 1 of this Compensation Agreement and
Custodian Agreement Amendment restates and supersedes all prior
compensation agreements pursuant to Article 12 of the Custodian Agreement.
2. Article 9 of the Custodian Agreement is hereby replaced in its entirety
by the following:
The Fund shall pay or reimburse the Custodian for any transfer taxes
payable upon transfers of Securities made hereunder, including transfers
incident to the termination of this Agreement, and for all other necessary
and proper disbursements, advances and expenses made or incurred by the
Custodian in the performance or incident to the termination of this
Agreement. In the event that any advance of funds is made by Custodian on
behalf of the Fund, including overdrafts, the Fund agrees to repay the
Custodian the amount of the advance plus accrued interest at the prime
rate (as published in the Wall Street Journal) minus 100 basis points.
If the Custodian fails to invest cash balances held in the Custodian
Account as required by procedures adopted by the Custodian and approved by
the Fund's administrator, the Custodian shall be liable to the Fund for
interest to be calculated at the Fed Funds Effective Rate (as published
daily by the Federal Reserve) net of the applicable reserve requirement.
The Custodian shall execute such certificates in connection with
Securities delivered to it under this Agreement as may be required, under
the provision of any federal revenue act and any Regulations of the
Treasury Department issued thereunder or any state laws, to exempt from
taxation any transfers and/or deliveries of any such Securities as may
qualify for such exemption.
3. Article 12 of the Custodian Agreement is hereby replaced in its
entirety by the following:
The Custodian shall be paid compensation at such rates and at such times
as may from time to time be agreed on in writing by the parties hereto.
4. Effective as of July 1, 2005 the Custodian Agreement shall no longer
apply to the International Fund, and the Supplement to Custodian Agreement
dated March 15, 1994, which sets forth rights and obligations regarding
Foreign Sub-Custodians for the International Fund, is null and void.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this instrument
to be executed in duplicate as of the date first above written by their duly
authorized officers.
FIRST AMERICAN INVESTMENT FUNDS, INC.
/s/ Xxxxxxx X. Xxxxxx
---------------------
By: Xxxxxxx X. Xxxxxx
Its: Vice President - Administration
U.S. BANK NATIONAL ASSOCIATION
/s/ Xxx X. Xxxxxxx
------------------
By: Xxx X. Xxxxxxx
Its: Senior Vice President
