EXHIBIT (g)(6)
FURTHER SUPPLEMENT TO CUSTODIAN AGREEMENT
FIRST AMERICAN INVESTMENT FUNDS, INC.
U.S. BANK NATIONAL ASSOCIATION
WHEREAS, First American Investment Funds, Inc., a mutual fund
organized as 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
that Custodian Agreement dated September 20, 1993 as supplemented by subsequent
agreements (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, the Fund and the Custodian wish to further supplement the
Custodian Agreement as set forth herein.
NOW, THEREFORE, the Fund and the Custodian hereby agree that:
1. Custodian shall hold harmless and indemnify Fund from
and against any claims, loss, liability or expense
(collectively a "Claim") arising out of Custodian's
failure to comply with the terms of this Agreement or
arising out of Custodian's negligence, willful
misconduct, or bad faith. Custodian shall not be liable
for consequential, special or punitive damages.
Custodian may reasonably request and obtain the advice
and opinion of counsel for Fund, or of its own counsel
with respect to questions or matters of law, and it
shall be without liability to Fund for any action taken
or omitted by it in good faith, in conformity with such
advice or opinion.
2. The Fund agrees to indemnify and hold the Custodian
harmless from and against any Claim arising from the
Custodian's performance of its duties hereunder or its
actions taken at the direction of the Fund, provided
that the Custodian shall not be indemnified for any
Claim arising out of Custodian's failure to comply with
the terms of this Agreement or arising out of
Custodian's negligence, bad faith or willful misconduct.
Fund shall not be liable for consequential, special or
punitive damages.
3. Custodian may rely upon the advice of Fund and upon
statements of Fund's accountants and other persons
believed by it in good faith, to be experts in matters
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upon which they are consulted, and Custodian shall not
be liable for any actions taken, in good faith without
negligence in reliance upon such statements.
4. If Fund requires Custodian in any capacity to take, with
respect to any securities, any action which involves the
payment of money by it, or which in Custodian's opinion
might make it or its nominee liable for payment of
monies or in any other way, Custodian, upon notice to
Fund given prior to such actions, shall be and be kept
indemnified by Fund in an amount and form satisfactory
to Custodian against any liability on account of such
action.
5. Custodian shall be entitled to receive, and Fund agrees
to pay to Custodian, on demand, reimbursement for such
cash disbursements, costs and expenses as may be agreed
upon from time to time by Custodian and Fund.
6. Custodian shall be protected in acting as custodian
hereunder upon any instructions, advice, notice,
request, consent, certificate or other instrument or
paper reasonably appearing to it to be genuine and to
have been properly executed and shall, unless otherwise
specifically provided herein, be entitled to receive as
conclusive proof of any fact or matter required to be
ascertained from Fund hereunder, a certificate signed by
the Fund's President, or other officer specifically
authorized for such purpose.
7. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to
inquire into, and shall not be liable for:
a. The validity of the issue of any securities
purchased by or for Fund, the legality of
the purchase thereof or evidence of
ownership required by Fund to be received by
Custodian, or the propriety of the decision
to purchase or amount paid therefore; or
b. The legality of the sale of any securities
by or for Fund, or the propriety of the
amount for which the same are sold.
8. Custodian shall not be liable for any loss or diminution
of securities by reason of investment experience or for
its actions taken in reliance upon an instruction from
Fund.
9. Custodian shall not be liable for, or considered to be
Custodian of, any money represented by any check, draft,
wire transfer, clearing house funds, uncollected funds,
or instrument for the payment or money received by it on
behalf of Fund, until Custodian actually receives such
money, provided only that it shall advise Fund promptly
if it fails to receive any such money in the ordinary
course of business, and use its best efforts and
cooperate with Fund toward the end that such money shall
be received.
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10. Custodian shall not be responsible for loss occasioned
by the acts, neglect, defaults or insolvency of any
broker, bank trust company, or any other person with
whom Custodian may deal in the absence of negligence, or
bad faith on the part of Custodian.
IN WITNESS WHEREOF, the parties have caused this Further Supplement to
be duly executed and delivered as of December 8, 1999.
FIRST AMERICAN INVESTMENT FUNDS, INC.
By __________________________________
Its ____________________________
U.S. BANK NATIONAL ASSOCIATION
By __________________________________
Its ____________________________
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