EXHIBIT (g)(5)
AMENDMENT TO CUSTODY AGREEMENT
EFFECTIVE AS OF DECEMBER 4, 2002
First American Strategy Funds, Inc., a Minnesota corporation ("FASF"), is party
to a Custodian Agreement ("Custodian Agreement") with U.S. Bank National
Association ("U.S. Bank"), a national banking association organized and existing
under the laws of the United States of America with its principal place of
business in Minneapolis, Minnesota.
WHEREAS, FASF originally entered into the Custodian Agreement with
First Trust National Association ("First Trust"), a national banking association
organized and existing under the laws of the United States of America, on
October 1, 1996; and
WHEREAS, FASF consented to First Trust's assignment of the Custodian
Agreement to U.S. Bank on December 8, 1999;
WHEREAS, the parties have, as of the Effective Date first set forth
above, agreed to this Amendment to the Custodian Agreement (the "Amendment").
ARTICLE 9 OF THE CUSTODIAN AGREEMENT SHOULD BE REPLACED WITH THE
FOLLOWING REVISED LANGUAGE:
ARTICLE 9. TRANSFER TAXES AND OTHER DISBURSEMENTS
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, and the
Custodian shall have a lien upon any cash or Securities held by it for the
account of the Fund for all such items, enforceable, after thirty days' Written
Notice by registered mail to the Fund, by the sale of sufficient Securities to
satisfy such lien. In the event that any advance of funds is made by Custodian
on behalf of the Fund, the Fund agrees to repay the Custodian on demand the
amount of the advance plus accrued interest at the prime rate minus 100 basis
points. The Custodian may reimburse itself by deducting from the proceeds of any
sale of Securities an amount sufficient to pay any transfer taxes payable upon
the transfer of Securities sold. 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.
IN WITNESS WHEREOF, the parties have signed this Amendment, to be effective as
of the Effective Date set forth above. All signed copies of this Amendment shall
be deemed to be originals.
FIRST AMERICAN STRATEGY U.S. BANK NATIONAL ASSOCIATION
FUNDS, INC.
By /s/ XXXXXXX X. XXXXXX By /s/
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NAME: NAME:
TITLE: TITLE: VICE PRESIDENT
