Exhibit 9(h)
AGREEMENT
This Agreement is made as of July 1, 1997, between SEI Investments
Management Corporation (the "Administrator") and First Bank National Association
(the "Adviser").
WITNESSETH
WHEREAS, the Administrator has been engaged by First American Funds, Inc.,
a registered open-end investment company (the "Fund"), to provide administrative
services to the Fund in exchange for a fee based on the value of the Fund's net
assets;
WHEREAS, the Adviser has been engaged by the Fund to provide investment
management services to the Fund in exchange for a fee based on the value of the
Fund's net assets;
WHEREAS, the Administrator and the Adviser may from time to time in
accordance with applicable state and federal laws invest their own resources in
their own discretion in the promotion of the Fund and/or their services and
activities which are related to the Fund in an effort to increase the aggregate
amount of the Fund's net assets to which they are providing administrative and
investment management services, respectively, and, consequently, to increase the
amount of fees they are entitled to receive from the Fund;
WHEREAS, the Administrator recognizes that the Adviser's efforts in
promoting its own activities and services which are related to the Fund may have
the effect of promoting the Fund itself; and
WHEREAS, the Administrator desires to use its resources in its discretion
to compensate the Adviser for such efforts.
NOW THEREOFORE, in consideration of the foregoing, and intending to be
legally bound hereby, the Administrator and the Adviser hereby agree as follows:
1. The Administrator may from time to time in its sole discretion use its
resources to reimburse the Adviser for expenses incurred by the Adviser in
promoting its own services and activities which are related to the Fund.
2. The Adviser shall:
a. Only seek reimbursement from the Administrator for such services
and activities that the Adviser may lawfully perform; and
b. Disclose to the Board of Directors of the Fund (the "Board") not
less often than each meeting of the Board at which the Adviser's
Investment Advisory Agreement is scheduled for renewal the amount of any
payments received by the
Adviser under this Agreement since the Investment Advisory Agreement was
last approved or renewed by the Board.
3. All requests by the Adviser for reimbursement under this
Agreement shall be in writing. Within thirty (30) days of receiving any
such written request for reimbursement from the Adviser, the Administrator
shall either pay all or part of such reimbursement to the Adviser, and
shall notify the Adviser in writing if any or all of the requested
reimbursement will not be paid.
4. The Adviser acknowledges that the Administrator's decision with
respect to a particular request by the Adviser for reimbursement shall be
in the Administrator's sole discretion, and that an increase or expected
increase in the amount of the Fund's net assets will not be considered by
the Administrator in making its decision.
5. This Agreement shall immediately terminate upon (a) the
termination or expiration of the Administrator's Administration Agreement
with the Fund (the "Administration Agreement"); (b) thirty (30) days
written notice by either party to the other.
6. This Agreement shall not be assignable by either party.
7. This Agreement is made pursuant to, and shall be construed and
enforced in accordance with, the internal laws of the State of Minnesota,
without giving effect to otherwise applicable principles of conflicts of
law.
8. This Agreement constitutes the entire agreement between the
parties hereto with respect to the matters contemplated herein and
supersedes all prior agreements and understandings with respect thereto.
Any amendment or modification of this Agreement shall not be effective
unless in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
SEI INVESTMENTS MANAGEMENT CORPORATION
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
FIRST BANK NATIONAL ASSOCIATION
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
