EXHIBIT (d)(6)
SUB-ADVISORY AGREEMENT
This Agreement, made as of this _____ day of ____________, 2001, by and
between U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset Management, Inc., a corporation
organized and existing under the laws of Delaware (the "Adviser"), and ▇▇▇▇
▇▇▇▇▇▇ Inc., a __________________ corporation (the "Sub-Adviser").
WHEREAS, First American Investment Funds, Inc., a Maryland corporation
("FAIF"), on behalf of its International Fund, a separately managed series of
FAIF ("International Fund"), has appointed the Adviser as International Fund's
investment adviser pursuant to an Investment Advisory Agreement dated April 2,
1991 (the "Advisory Agreement"); and
WHEREAS, pursuant to the terms of the Advisory Agreement, the Adviser
desires to appoint the Sub-Adviser as its sub-adviser for International Fund,
and the Sub-Adviser is willing to act in such capacity upon the terms set forth
herein; and
WHEREAS, pursuant to the terms of the Advisory Agreement, FAIF has
approved the appointment of the Sub-Adviser as the sub-adviser for International
Fund.
NOW, THEREFORE, the Adviser and the Sub-Adviser agree as follows:
1. The Adviser hereby retains the Sub-Adviser, and the Sub-Adviser hereby
agrees to act, as sub-adviser for, and to manage the investment of the
assets of, International Fund as set forth herein. Without limiting the
generality of the foregoing, it is specifically understood and agreed
by the Adviser and the Sub-Adviser that:
(a) The investment of International Fund's assets shall
at all times be subject to the investment objectives,
policies and restrictions of International Fund as
set forth in FAIF's then-effective Registration
Statement under the Securities Act of 1933, as
amended, including the Prospectus and Statement of
Additional Information of International Fund
contained therein. The Adviser shall communicate to
the Sub-Adviser any changes or additions to or
interpretations of such investment objectives,
policies and restrictions of International Fund made
by the Board of Directors of FAIF (the "Board"). The
Sub-Adviser shall report to the Adviser and the Board
regularly at such times and in such detail as the
Adviser or the Board may from time to time request in
order to permit the Adviser and the Board to
determine the adherence of International Fund to its
investment objectives, policies and restrictions.
(b) The Sub-Adviser hereby agrees that upon the request
of the Board or the Adviser, copies of all records
pertaining to International Fund's investments will
be provided to FAIF or to such person as is
designated by FAIF. If a transfer of investment
advisory or sub-advisory services with respect to
International Fund should occur, the Sub-Adviser will
promptly, and at its own expense, take all steps
necessary or appropriate to segregate such records
and deliver them to FAIF or to such person as is
designated by FAIF.
(c) Any investment decisions made by the Sub-Adviser on
behalf of International Fund shall be subject, in the
discretion of the Adviser, to review, approval or
ratification by the Adviser.
In acting hereunder, the Sub-Adviser shall be an independent contractor and,
unless otherwise expressly provided or authorized hereunder or by the Board,
shall have no authority to act for or represent the Adviser, FAIF or
International Fund in any way or otherwise be an agent of the Adviser, FAIF or
International Fund.
2. The Sub-Adviser, at its own expense, shall provide all office space,
personnel and facilities necessary and incident to the performance of
the Sub-Adviser's services hereunder. The Sub-Adviser may consult with
counsel to International Fund and shall be protected insofar as it acts
in conformity with advice rendered to it by such counsel. The fees and
expenses of counsel to International Fund shall be paid by
International Fund.
3. The Sub-Adviser shall be responsible only for those expenses expressly
stated in paragraph 2 to be the responsibility of the Sub-Adviser and
shall not be responsible for any other expenses of the Adviser,
International Fund or FAIF, 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
FAIF and International Fund); fees and expenses of directors; 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 International Fund's 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 issues by FAIF); dues and other expenses
incident to FAIF's membership in the Investment Company Institute and
other like associations; costs of stock certificates, shareholder
meetings, corporate reports, reports and notices to shareholders; and
costs of printing, stationery and bookkeeping forms.
4. The Sub-Adviser shall not purchase or sell securities for International
Fund in any transaction in which the Sub-Adviser or any affiliate of
the Sub-Adviser is acting as broker or dealer. The Sub-Adviser may,
with the prior consent of the Adviser, utilize FAIF's distributor or
the Adviser 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"), other applicable provisions, if any, of the Act,
and the then-effective Registration Statement of FAIF under the
Securities Act of 1933, as amended. All allocation of portfolio
transactions shall be subject to such policies and supervision as the
Board or any committee thereof deem appropriate and any brokerage
policy set forth in the then-current Registration Statement of FAIF as
provided to the Sub-Adviser. The Sub-Adviser shall provide to the
Adviser and the Board such reports in respect to placement of security
transactions for International Fund as the Adviser or the Board may
reasonably request. The Sub-Adviser also shall provide to the Adviser
and the Board such reports assessing the likelihood, if any, of
expropriation, nationalization, freezes or confiscation of
International Fund's assets in each country in which it invests;
foreseeable difficulties, if any, in converting International Fund's
cash and cash equivalents into U.S. dollars; and similar matters, as
the Adviser or the Board may reasonably request in order to assist the
Board in making the determinations required to be made by it pursuant
to Rule 17f-5 under the Act.
5. For the services provided and the expenses assumed by the Sub-Adviser
pursuant to this Agreement, the Adviser will pay to the Sub-Adviser as
full compensation therefor, a fee at an annual rate equal to (a) 0.25%
of the average daily net assets of all funds sub-advised by Sub-Adviser
in the First American Fund Complex, up to $500 million and (b) 0.10% of
the average daily net assets of all funds sub-advised by Sub-Adviser in
the First American Fund Complex, in excess of $500 million. This fee
will be computed based on net assets at the beginning of each day and
will be paid to the Sub-Adviser 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 herein notwithstanding, the Sub-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.
6. Nothing in this Agreement shall prevent the Sub-Adviser or any partner,
officer, employee or other affiliate thereof from acting as investment
adviser for any other person, firm or corporation, or from engaging in
any other lawful activity, and shall not in any way limit or restrict
the Sub-Adviser or any of its partners, officers, employees or agents
from buying, selling or trading any securities for its or their own
accounts or for the accounts of others for whom it or they may be
acting, provided, however, that the Sub-Adviser will undertake and
permit such persons to undertake no activities which, in its judgment,
will adversely affect the performance of its obligations under this
Agreement.
The Sub-Adviser agrees to indemnify International Fund, FAIF and the Adviser
with respect to any loss, liability, judgment, cost or penalty which
International Fund, FAIF or the Adviser may directly or indirectly suffer or
incur in any way arising out of or in connection with any material breach of
this Agreement by the Sub-Adviser. The Adviser agrees to indemnify the
Sub-Adviser with respect to any loss, liability, judgment, cost or penalty which
the Sub-Adviser may directly or indirectly suffer or incur in any way arising
out of the performance of its duties under this Agreement, except as provided in
the following paragraph.
The Sub-Adviser shall give International Fund the benefit of its best judgment
and effort in rendering services hereunder, but the Sub-Adviser shall not be
liable for any act or omission or for any loss sustained by International Fund
in connection with the matters to which this Agreement relates, except a loss
resulting from willful misfeasance, bad faith or negligence in the performance
of its duties, or by reason of its reckless disregard of its obligations and
duties, under this Agreement. The Sub-Adviser shall not be entitled to indemnity
for any loss, liability, judgment, cost or penalty resulting from willful
misfeasance, bad faith or negligence in the performance of its duties, or by
reason of its reckless disregard of its obligations and duties, under this
Agreement.
7. The Sub-Adviser represents, warrants and agrees that the Sub-Adviser is
registered as an "investment adviser" under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"), and is and shall continue at
all times to be in compliance in all material respects with the
requirements imposed upon it by the Advisers Act. The Sub-Adviser
agrees to (a) supply the Adviser with such documents as the Adviser may
reasonably request to document the Sub-Adviser's compliance with such
laws and regulations, and (b) immediately notify the Adviser of the
occurrence of any event which would disqualify the Sub-Adviser from
serving as an investment adviser of an investment company pursuant to
any applicable law or regulation. The Sub-Adviser will furnish to the
Adviser a copy of any amendment to the Sub-Adviser's Form ADV promptly
following the filing of such amendment with the Securities and Exchange
Commission.
8. The Adviser and the Sub-Adviser each represents and warrants that it
has the power to execute and deliver this Agreement and any other
documentation relating hereto and to perform its respective obligations
under this Agreement and that it has taken all necessary action to
authorize such execution, delivery and performance. Such execution,
delivery and performance do not violate or conflict with any law
applicable to the Adviser or the Sub-Adviser, respectively, any order
or judgment of any court or other governmental agency, or any
contractual restriction binding on or affecting the Adviser or the
Sub-Adviser, respectively. The obligations of the Adviser and the
Sub-Adviser, respectively, under this Agreement constitute their
respective legal, valid and binding obligations, enforceable against
each of them in accordance with the terms hereof.
9. The effective date of this Agreement shall be the date set forth in the
first paragraph hereof. Unless sooner terminated as hereinafter
provided, this Agreement shall continue in effect 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
or by the vote of a majority of the outstanding shares of International
Fund 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, of the Sub-Adviser or of FAIF, cast in person at a
meeting called for the purpose of voting on such approval.
10. This Agreement may be terminated at any time, without the payment of
any penalty, by the Board or by the vote of a majority of the
outstanding shares of International Fund, or by the Adviser or the
Sub-Adviser, upon 60 days' written notice to the other parties.
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.
11. This Agreement may be modified by mutual consent, such consent only to
be authorized by a majority of the directors of FAIF who are not
parties to this Agreement or "interested persons" (as defined in the
Act) of the Adviser, of the Sub-Adviser or of FAIF and the vote of a
majority of the outstanding shares of International Fund.
12. Wherever referred to in this Agreement, the vote or approval of the
holders of a majority of the outstanding shares of International Fund
shall mean the lesser of (a) the vote of 67% or more of the shares of
International Fund 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 International Fund.
13. 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.
14. 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.
15. 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.
16. This Agreement 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 Adviser and the Sub-Adviser have caused this Agreement
to be executed by their duly authorized officers as of the day and year first
above written.
U.S. BANCORP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET
MANAGEMENT, INC.
By
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Its
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▇▇▇▇ ▇▇▇▇▇▇ INC.
By
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Its
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