EXHIBIT d
FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
INVESTMENT ADVISORY AGREEMENT
This Agreement, made as of this 8th day of December 1999, by and
between First American Insurance Portfolios, Inc., a Minnesota corporation (the
"Fund"), on behalf of each portfolio represented by a series of shares of common
stock of the Fund that adopts this Agreement (the "Portfolios") (the Portfolios,
together with the date each Portfolio adopts this Agreement, are set forth in
Exhibit A hereto, which shall be updated from time to time to reflect additions,
deletions or other changes thereto), and U.S. Bank National Association, a
national banking association organized and existing under the laws of the United
States of America (the "Adviser").
1. The Fund on behalf of the Portfolios hereby retains the Adviser, and the
Adviser hereby agrees to act, as investment adviser for, and to manage the
investment of the assets of, the Portfolios as set forth herein and as further
requested by the Board of Directors of the Fund. In acting hereunder the Adviser
shall be an independent contractor and, unless otherwise expressly provided or
authorized hereunder or by the Board of Directors of the Fund, shall have no
authority to act for or represent the Fund or any Portfolio in any way or
otherwise be an agent of the Fund or any Portfolio.
2. The Adviser, at its own expense, shall provide the Fund with all necessary
office space, personnel and facilities necessary and incident to the performance
of the Adviser's services hereunder. The Adviser shall pay or be responsible for
the payment of all compensation to personnel of the fund and the officers and
directors of the Fund who are affiliated with the Adviser or any entity which
controls, is controlled by or is under common control with the Adviser.
3. The Adviser shall be responsible only for those expenses expressly stated in
paragraph 2 to be the responsibility of the Adviser and shall not be responsible
for any other expenses of the Fund or any Portfolio including, as illustrative
and without limitation, fees and charges of any custodian (including charges as
custodian and for keeping books and records and similar services to the Fund and
the Portfolios); fees and expenses of directors, other than directors described
in paragraph 2; fees and expenses of independent auditors, legal counsel,
transfer agents, dividend disbursing agents, and registrars; costs of and
incident to issuance, redemption and transfer of its shares, and distributions
to shareholders (including dividend payments and reinvestment of dividends);
brokers' commissions; interest charges; taxes and corporate fees payable to any
government or governmental body or agency (including those incurred on account
of the registration or qualification of securities issued by the Fund); dues and
other expenses incident to the Fund's membership in the Investment Company
Institute and other like associations; costs of stock certificates, shareholder
meetings, corporate reports, and reports and notices to shareholders; and costs
of printing, stationery and bookkeeping forms. The Adviser shall be reimbursed
by the Fund or the applicable Portfolios on or before the fifteenth
30
day of each calendar month for all expenses paid or incurred during the
preceding calendar month by the Adviser for or on behalf of, or at the request
or direction of, the Fund or the applicable Portfolios which are not the
responsibility of the Adviser hereunder.
4. The Adviser may utilize the Fund's distributor or an affiliate of the Adviser
as a broker, including as a principal broker, provided that the brokerage
transactions and procedures are in accordance with Rule 17e-1 under the
Investment Company Act of 1940, as amended (the "Act"), and the then effective
Registration Statement of the Fund under the Securities Act of 1933, as amended.
All allocation of portfolio transactions shall be subject to such policies and
supervision as the Fund's Board of Directors or any committee thereof deem
appropriate and any brokerage policy set forth in the then current Registration
Statement of the Fund.
5. The Adviser shall see that there are rendered to the Board of Directors of
the Fund such periodic and special reports as the Board of Directors may
reasonably request, including any reports in respect to placement of security
transactions for the Portfolios.
6. If, in any fiscal year of a Portfolio, the sum of such Portfolio's expenses
(including deferred organizational expenses and investment advisory fees, but
excluding taxes, interest, brokerage fees, payments made to the distributor
which are deemed to be made pursuant to Rule 12b-1 under the Act and, where
permitted, extraordinary expenses) exceeds the expense limitations applicable to
such Portfolio imposed by state securities administrators, as such limitations
may be lowered or raised from time to time, the Adviser shall reimburse such
Portfolio in the amount of such excess; provided, however, that such payment or
refund shall be made only out of the advisory fees paid by the Portfolio to the
Adviser during the fiscal year the payment or refund becomes due and shall not
exceed such advisory fees unless payment of such excess is required by any
applicable state securities administrator and the Adviser agrees to be bound by
any such requirement.
7. For the services provided and the expenses assumed by the Adviser pursuant to
this Agreement, each Portfolio will pay to the Adviser as full compensation
therefor a fee based on the fee schedule set forth in Exhibit A hereto. This fee
will be computed based on net assets at the beginning of each day and will be
paid to the Advisor monthly on or before the fifteenth day of the month next
succeeding the month for which the fee is paid. The fee shall be prorated for
any fraction of a fiscal year at the commencement and termination of this
Agreement. Anything to the contrary notwithstanding, the Adviser may at any time
and from time to time waive any part or all of any fee payable to it pursuant to
this Agreement.
8. Services of the Adviser herein provided are not to be deemed exclusive, and
the Adviser shall be free to render similar services or other services to others
so long as its services hereunder shall not be impaired thereby.
The Adviser agrees to indemnify the Fund and each Portfolio with
respect to any loss, liability, judgment, cost or penalty which the Fund or any
Portfolio may directly or indirectly suffer or incur in any way arising out of
or in connection with any breach of this Agreement by the Adviser.
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The Adviser shall be liable to the Fund and its shareholders or former
shareholders for any negligence or willful misconduct on the part of the Adviser
or any of its directors, officers, employees, representatives or agents in
connection with the responsibilities assumed by it hereunder, provided, however,
that the Adviser shall not be liable for any investments made by the Adviser 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 Adviser 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 Act.
9. It is understood that the officers, directors, agents and
shareholders of the Fund are or may be interested in the Adviser or the
distributor of the Fund as officers, directors, agents or shareholders
and that the officers, directors, shareholders and agents of the
Adviser may be interested in the Fund otherwise than as shareholders.
10. The effective date of this Agreement with respect to each Portfolio
shall be the date set forth on Exhibit A hereto, which date shall not precede
the date that this Agreement is approved by the vote of the holders of at least
a majority of the outstanding shares of such Portfolio and the vote of the Board
of Directors of the Fund, including the vote of a majority of the directors who
are not parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser or of the Fund, cast in person at a meeting called for the
purpose of voting on such approval.
Unless sooner terminated as hereinafter provided, this Agreement shall
continue in effect with respect to each Portfolio for a period of more than two
years from the date of its execution but only as long as such continuance is
specifically approved at least annually by (a) the Board of Directors of the
Fund or by the vote of a majority of the outstanding shares of the applicable
Portfolio and (b) the vote of a majority of the directors, who are not parties
to this Agreement or "interested persons" (as defined in the Act) of the Adviser
or of the Fund, cast in person at a meeting called for the purpose of voting on
such approval.
11. This Agreement may be terminated with respect to any Portfolio at
any time, without the payment of any penalty, by the Board of Directors
of the Fund or by the vote of a majority of the outstanding shares of
such Portfolio, or by the Adviser, upon 60 days' written notice to the
other party.
This Agreement shall automatically terminate in the event of
its "assignment" (as defined in the Act), provided, however, that such
automatic termination shall be prevented in a particular case by an
order of exemption from the Securities and Exchange Commission or a
no-action letter of the staff of the Commission to the effect that such
assignment does not require termination as a statutory or regulatory
matter.
12. This Agreement may be modified by mutual consent, such consent as
to any Portfolio only to be authorized by a majority of the directors
who are not parties to this Agreement or "interested persons" (as
defined in the Act) of the Adviser or of the Fund and the vote of a
majority of the outstanding shares of such Portfolio.
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13. Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding shares of a Portfolio shall
mean the lessor of (a) the vote of 67% or more of the shares of such
Portfolio represented at a meeting where more than 50% of the
outstanding shares are present in person or by proxy, or (b) the vote
of more than 50% of the outstanding shares of such Portfolio.
14. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder shall not
be thereby affected.
15. 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.
16. The internal law, and not the law of conflicts, of the State of
Minnesota will govern all questions concerning the construction,
validity and interpretation of this Agreement and the performance of
the obligations imposed by this Agreement.
17. This Agreement, including its exhibits, constitutes the entire
agreement between the parties concerning its subject matter and
supersedes all prior and contemporaneous agreements, representations
and understandings of the parties.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed by their duly authorized officers as of the
day an year first above written.
FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
By ___________________________
Its __________________________
U.S. BANK NATIONAL ASSOCIATION
By ___________________________
Its __________________________
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FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
EXHIBIT A
TO
INVESTMENT ADVISORY AGREEMENT
EFFECTIVE DATES:
----------------
PORTFOLIO EFFECTIVE DATE
--------- --------------
Growth Equity April 1, 2000
Value Equity April 1, 2000
Technology April 1, 2000
Bond April 1, 2000
ADVISORY FEES:
--------------
PORTFOLIO ANNUAL ADVISORY FEE AS A PERCENTAGE OF
--------- AVERAGE DAILY NET ASSETS
------------------------
Growth Equity 0.70%
Value Equity 0.70%
Technology 0.70%
Bond 0.70%
