-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ZChVKHkvVvJjnT77SN8yzC+LMPgMDvi3SMp3Jce7k44D6g5x/QgTf1wCDBQIfEUp I/backpNtHV9wAQMIrX8xQ== 0000897101-95-000147.txt : 19950517 0000897101-95-000147.hdr.sgml : 19950517 ACCESSION NUMBER: 0000897101-95-000147 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 22 FILED AS OF DATE: 19950515 EFFECTIVENESS DATE: 19950515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AMERICAN INVESTMENT FUNDS INC CENTRAL INDEX KEY: 0000820892 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-16905 FILM NUMBER: 95539910 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05309 FILM NUMBER: 95539911 BUSINESS ADDRESS: STREET 1: 32 SOUTH ST CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 6102541000 FORMER COMPANY: FORMER CONFORMED NAME: SECURAL MUTUAL FUNDS INC DATE OF NAME CHANGE: 19910627 485BPOS 1 1933 Act Registration No. 33-16905 1940 Act Registration No. 811-5309 As filed with the Securities and Exchange Commission on May 15, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [x] Pre-Effective Amendment No. __ [ ] Post-Effective Amendment No. 21[x] and/or REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x] Amendment No. 22 FIRST AMERICAN INVESTMENT FUNDS, INC. (Exact Name of Registrant as Specified in Charter) 680 EAST SWEDESFORD ROAD, WAYNE, PENNSYLVANIA 19087 (Address of Principal Executive Offices) (Zip Code) (610) 254-1924 (Registrant's Telephone Number, including Area Code) DAVID LEE C/O SEI CORPORATION, 680 EAST SWEDESFORD ROAD, WAYNE, PENNSYLVANIA 19087 (Name and Address of Agent for Service) Copies to: Kathryn Stanton, Esq. Michael J. Radmer, Esq. SEI Corporation James D. Alt, Esq. 680 East Swedesford Road Dorsey & Whitney Wayne, Pennsylvania 19087 220 South Sixth Street Minneapolis, Minnesota 55402 It is proposed that this filing shall become effective (check appropriate box): [x] immediately upon filing pursuant to paragraph (b) of Rule 485 [ ] on (date) pursuant to paragraph (b) of Rule 485 [ ] 60 days after filing pursuant to paragraph (a)(i) of Rule 485 [ ] on (date) pursuant to paragraph (a)(i) of Rule 485 [ ] 75 days after filing pursuant to paragraph (a)(ii) of Rule 485 [ ] on (date) pursuant to paragraph (a)(ii) of Rule 485 Registrant has registered an indefinite number or amount of securities under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940. A Rule 24f-2 Notice was filed with the Securities and Exchange Commission on November 16, 1994. FIRST AMERICAN INVESTMENT FUNDS, INC. LIMITED VOLATILITY STOCK FUND CROSS REFERENCE SHEET FOR ITEMS REQUIRED BY FORM N-1A NOTE: PART A of this Registration Statement consists of six Prospectuses, two of which relate to Limited Volatility Stock Fund. PART B of this Registration Statement consists of one Statement of Additional Information, as supplemented by this filing. ITEM NUMBER OF FORM N-1A PART A CAPTION IN PROSPECTUS RETAIL CLASSES PROSPECTUS 1 Cover Page 2 Summary; Fees and Expenses 3 Not Applicable 4 The Fund; Investment Objective and Policies; Special Investment Methods 5 Management; Distributor 5A Not Applicable 6 Fund Shares; Investing in the Fund; Federal Income Taxes 7 Distributor; Investing in the Fund; Determining the Price of Shares 8 Redeeming Shares 9 Not Applicable INSTITUTIONAL CLASS PROSPECTUS 1 Cover Page 2 Summary; Fees and Expenses 3 Not Applicable 4 The Fund; Investment Objectives and Policies; Special Investment Methods 5A Not Applicable 5 Management; Distributor 6 Fund Shares; Purchases and Redemptions of Shares; Federal Income Taxes 7 Distributor; Purchases and Redemptions of Shares 8 Purchases and Redemptions of Shares 9 Not Applicable CAPTION IN STATEMENT PART B OF ADDITIONAL INFORMATION 10 Cover Page 11 Table of Contents 12 General Information 13 Additional Information Concerning Fund Investments; Investment Restrictions 14 Directors and Executive Officers 15 Capital Stock 16 Investment Advisory and Other Services 17 Portfolio Transactions and Allocation of Brokerage 18 Not Applicable 19 Net Asset Value and Public Offering Price 20 Taxation 21 Investment Advisory and Other Services 22 Fund Performance *23 Financial Statements __________________ * Filed herewith. PART A FIRST AMERICAN INVESTMENT FUNDS, INC. EQUITY FUNDS - INSTITUTIONAL CLASS SUPPLEMENT DATED MAY 15, 1995 TO PROSPECTUS DATED JANUARY 31, 1995 This Supplement provides information with respect to the Limited Volatility Stock Fund not contained in the Prospectus for the Institutional Class of the Equity Funds of First American Investment Funds, Inc. and should be retained and read in conjunction with such Prospectus. FINANCIAL HIGHLIGHTS (Unaudited) For the period ended March 31, 1995 For a share outstanding throughout the period
REALIZED AND NET ASSET UNREALIZED DIVIDENDS NET ASSET RATIO OF VALUE NET GAINS OR FROM NET DISTRIBUTIONS VALUE NET ASSETS EXPENSES TO BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM END OF TOTAL END OF AVERAGE OF PERIOD INCOME INVESTMENTS INCOME CAPITAL GAINS PERIOD RETURN PERIOD (000) NET ASSETS LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) $10.00 $0.11 $0.61 $(0.10) $-- $10.62 7.28%+ $15,642 0.75%
Financial Highlights (table continued) RATIO OF RATIO OF EXPENSES TO INVESTMENT AVERAGE INCOME TO NET ASSETS AVERAGE (EXCLUDING PORTFOLIO NET ASSETS WAIVERS) TURNOVER RATE LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) 2.84% 1.33% 20% + Returns, excluding sales charges, are for the period indicated and have not been annualized. * All ratios for the period have been annualized. (1) Commenced operations on November 15, 1994. All ratios for the period have been annualized. FIRST AMERICAN INVESTMENT FUNDS, INC. EQUITY FUNDS - RETAIL CLASS SUPPLEMENT DATED MAY 15, 1995 TO PROSPECTUS DATED JANUARY 31, 1995 This Supplement provides information with respect to the Limited Volatility Stock Fund (the "Fund") not contained in the Prospectus for the Retail Class of the Equity Funds of First American Investment Funds, Inc. and should be retained and read in conjunction with such Prospectus. The Retail Class A and Class B shares of the Fund were not in operation as of the date of this Supplement. The Financial Highlights for the Institutional Class C shares of the Fund have been provided below. Class A and Class B shares are subject to sales charges and fees that are not applicable to Class C shares. FINANCIAL HIGHLIGHTS (Unaudited) For the period ended March 31, 1995 For a share outstanding throughout the period
REALIZED AND NET ASSET UNREALIZED DIVIDENDS NET ASSET RATIO OF VALUE NET GAINS OR FROM NET DISTRIBUTIONS VALUE NET ASSETS EXPENSES TO BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM END OF TOTAL END OF AVERAGE OF PERIOD INCOME INVESTMENTS INCOME CAPITAL GAINS PERIOD RETURN PERIOD (000) NET ASSETS LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) $10.00 $0.11 $0.61 $(0.10) $-- $10.62 7.28%+ $15,642 0.75%
Financial Highlights (table continued) RATIO OF RATIO OF EXPENSES TO INVESTMENT AVERAGE INCOME TO NET ASSETS AVERAGE (EXCLUDING PORTFOLIO NET ASSETS WAIVERS) TURNOVER RATE LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) 2.84% 1.33% 20% + Returns, excluding sales charges, are for the period indicated and have not been annualized. * All ratios for the period have been annualized. (1) Commenced operations on November 15, 1994. All ratios for the period have been annualized. PROSPECTUSES The prospectuses dated January 31, 1995, of the Registrant (as filed pursuant to Rule 497(c) under the Securities Act of 1933, as amended, on February 1, 1995) are hereby incorporated by reference to such filing with the Securities and Exchange Commission. PART B SUPPLEMENT, DATED MAY 15, 1995 TO STATEMENT OF ADDITIONAL INFORMATION, DATED JANUARY 31, 1995 LIMITED VOLATILITY STOCK FUND A SERIES OF FIRST AMERICAN INVESTMENT FUNDS, INC. This Supplement to Statement of Additional Information is filed by means of a Post-Effective Amendment, for the purposes of filing financial statements for the Limited Volatility Stock Fund (the "Fund") within four to six months of the effectiveness of Registrant's Securities Act of 1933, as amended, Registration Statement with regard to the Fund. This Statement of Additional Information, as supplemented, is not a prospectus. This Statement of Additional Information, as supplemented, relates to the Prospectuses dated January 31, 1995, and should be read in conjunction therewith. A copy of the Prospectuses may be obtained from the Fund at First American Investment Funds, Inc., 680 East Swedesford Road, Wayne, PA 19087. STATEMENT OF NET ASSETS - MARCH 31, 1995 (Unaudited) LIMITED VOLATILITY STOCK FUND
Description Shares Value (000) COMMON STOCKS - 86.2% AEROSPACE & DEFENSE--2.4% Lockheed Martin 7,000 $ 370 BANKS--6.5% Bank of New York 10,000 329 Boatmen's Bancshares 11,300 341 Wachovia 9,600 341 1,011 CHEMICALS--2.1% PPG Industries 8,500 321 COMMERCIAL SERVICES--2.1% Rollins 12,050 331 COMPUTERS & SERVICES--2.2% IBM 4,200 344 DRUGS--9.3% American Home Products 5,100 363 Eli Lilly 5,000 365 Mallinckrodt Group 10,800 365 Merck 8,400 358 1,451 ELECTRICAL SERVICES--7.9% Delmarva Power & Light 16,200 320 Montana Power 13,700 312 Rochester Gas & Electric 13,500 278 Southwestern Public Service 11,600 323 1,233 FOOD, BEVERAGE & TOBACCO--4.4% Hershey Foods 6,500 332 UST 11,100 353 685 HOUSEHOLD PRODUCTS--2.4% Clorox 6,300 378 INSURANCE--2.2% Aon 9,650 352 MACHINERY--6.5% Dresser Industries 14,800 315 General Electric 6,200 336 McDermott International 13,300 363 1,014 MEDICAL PRODUCTS & SERVICES--2.4% Baxter International 11,600 380 METALS & MINING--1.4% Vulcan Materials 3,800 219 MULTI-INDUSTRY--2.2% Harsco 8,000 352 OIL - INTERNATIONAL--8.1% Amoco 7,300 464 Chevron 9,100 437 Mobil 4,000 371 1,272 PETROLEUM & FUEL PRODUCTS--2.2% Questar 11,700 351 PRECIOUS METALS--2.4% Barrick Gold 14,800 370 Santa Fe Pacific Gold* 300 4 374 PRINTING & PUBLISHING--1.7% Banta 8,100 267 RETAIL--6.3% Albertson's 10,800 347 Luby's Cafeterias 14,000 298 J.C. Penney 7,500 337 982 SEMI-CONDUCTORS/INSTRUMENTS--1.3% Intel 2,400 204 STEEL & STEEL WORKS--4.0% Carpenter Technology 5,600 323 Phelps Dodge 5,200 296 619 TELEPHONES & TELECOMMUNICATION--2.3% U.S. West 8,800 352 TRUCKING--1.4% Yellow 14,100 226 WHOLESALE--2.5% Genuine Parts 9,875 394 TOTAL COMMON STOCKS (Cost $12,618) 13,482 Description Par(000) Value (000) U.S. TREASURY OBLIGATIONS--9.6% U.S. Treasury Bill 5.480%, 04/06/95 $ 1,504 $ 1,503 TOTAL U.S. TREASURY OBLIGATIONS (Cost $1,500) 1,503 MONEY MARKET--2.8% Aim Short Term Prime Obligation 6.120%, 04/07/95 (A) 443,532 444 TOTAL MONEY MARKET (Cost $444) 444 TOTAL INVESTMENTS--98.6% (Cost $14,561) 15,429 OTHER ASSETS AND LIABILITIES--1.4% Other Assets and Liabilities, Net 213 NET ASSETS: Portfolio shares--Institutional Class ($.0001 par value--2 billion authorized) based on 1,472,550 outstanding shares 14,728 Undistributed net investment income 4 Accumulated net realized gain on investments 42 Net unrealized appreciation of investments 868 TOTAL NET ASSETS:--100.0% $15,642 NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER SHARE--INSTITUTIONAL CLASS $ 10.62
* Non-income producing security (A) Variable Rate Security--the rate reported on the Statement of Net Assets is the rate in effect as of March 31, 1995. The date shown is the longer of the reset or demand date. The accompanying notes are an integral part of the financial statements. STATEMENTS OF OPERATIONS (000) For the period ended March 31, 1995
LIMITED VOLATILITY STOCK FUND (1) INVESTMENT INCOME: Interest $ 6 Dividends 162 Total investment income 168 EXPENSES: Investment advisory fees 33 Administrator fees 19 Transfer agent fees 3 Custodian fees 1 Registration fees 4 Professional fees 1 Printing 1 TOTAL EXPENSES 62 LESS: EXPENSES WAIVED OR ABSORBED (27) TOTAL NET EXPENSES 35 INVESTMENT INCOME--NET 133 REALIZED AND UNREALIZED GAINS ON INVESTMENTS--NET: Net realized gain on investments 42 Net change in unrealized appreciation of investments 868 NET GAIN ON INVESTMENTS 910 NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 1,043
(1) The Limited Volatility Stock Fund commenced operations on November 15, 1994. STATEMENTS OF CHANGES IN NET ASSETS (000)
LIMITED VOLATILITY INDEX FUND 11/15/94 (1) to 3/31/95 OPERATIONS: Investment income--net $ 133 Net realized gain on investments 42 Net change in unrealized appreciation of investments 868 Net increase in net assets resulting from operations 1,043 DISTRIBUTIONS TO SHAREHOLDERS FROM: Investment income--net: Institutional class (129) Total distributions (129) CAPITAL SHARE TRANSACTIONS (1): Institutional class: Proceeds from sales 14,680 Reinvestment of distributions 98 Payments for redemptions (50) Increase in net assets from Institutional class transactions 14,728 Increase in net assets from capital share transactions 14,728 Total increase in net assets 15,642 NET ASSETS AT BEGINNING OF PERIOD -- NET ASSETS AT END OF PERIOD (2) $15,642 (1)Capital share transactions: Institutional class: Proceeds from sales 1,468 Reinvestment of distributions 10 Payments for redemptions (5) Total Institutional class transactions 1,473 NET INCREASE IN CAPITAL SHARES 1,473
(1)The Limited Volatility Stock Fund commenced operations on November 15, 1994. The accompanying notes are an integral part of the financial statements. FINANCIAL HIGHLIGHTS (Unaudited) For the period ended March 31, 1995 For a share outstanding throughout the period
REALIZED AND NET ASSET UNREALIZED DIVIDENDS NET ASSET RATIO OF VALUE NET GAINS OR FROM NET DISTRIBUTIONS VALUE NET ASSETS EXPENSES TO BEGINNING INVESTMENT (LOSSES) ON INVESTMENT FROM END OF TOTAL END OF AVERAGE OF PERIOD INCOME INVESTMENTS INCOME CAPITAL GAINS PERIOD RETURN PERIOD (000) NET ASSETS LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) $10.00 $0.11 $0.61 $(0.10) $-- $10.62 7.28%+ $15,642 0.75%
Financial Highlights (table continued) RATIO OF RATIO OF EXPENSES TO INVESTMENT AVERAGE INCOME TO NET ASSETS AVERAGE (EXCLUDING PORTFOLIO NET ASSETS WAIVERS) TURNOVER RATE LIMITED VOLATILITY STOCK INSTITUTIONAL CLASS 1995(1) 2.84% 1.33% 20% + Returns, excluding sales charges, are for the period indicated and have not been annualized. * All ratios for the period have been annualized. (1) Commenced operations on November 15, 1994. All ratios for the period have been annualized. Notes To Financial Statements - March 31,1995 Unaudited 1 ORGANIZATION First American Investment Funds, Inc. (FAIF) is registered under the Investment Company Act of 1940, as amended, as an open-end, management investment company. FAIF presently includes a series of twenty-two funds which includes the Limited Volatility Stock Fund (the Fund). The Fund commenced operations on November 15, 1994. The other funds in the series which are not being reported at this time include Limited Term Income Fund, Intermediate Term Income Fund, Fixed Income Fund, Intermediate Government Bond Fund, Mortgage Securities Fund, Intermediate Tax Free Fund, Colorado Intermediate Tax Free Fund, Minnesota Insured Intermediate Tax Free Fund, Asset Allocation Fund, Balanced Fund, Equity Index Fund, Stock Fund, Special Equity Fund, Regional Equity Fund, Emerging Growth Fund, Technology Fund, International Fund, Limited Term Tax Free Fund, Equity Income Fund, Diversified Growth Fund and Real Estate Securities Fund. The assets of each fund are segregated, and a shareholder's interest is limited to the fund in which shares are held. FAIF's articles of incorporation permit the Board of Directors to create additional funds in the future. 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The significant accounting policies followed by the the Fund are as follows: Security Valuation - Investment securities of the Fund which are listed on a securities exchange for which market quotations are available are valued by an independent pricing service at the last quoted sales price for such securities on each business day. If there is no such reported sale, these securities and unlisted securities for which market quotations are readily available are valued at the most recent quoted bid price. Security Transactions and Investment Income - The Fund records security transactions on the trade date, the date the securities are purchased or sold. Interest income is recorded on the accrual basis. Security gains and losses are determined on the basis of identified cost, which is the same basis used for federal income tax purposes. Distributions to Shareholders - The Fund declares and pays income dividends monthly. The Fund pays realized long term capital gain distributions, if any, at least once a year. Cash payments or reinvestments in additional shares are made at the net asset value at the close of business on the payable date. Federal Taxes - It is the Fund's intention to continue to qualify as a regulated investment company and distribute all of its taxable income. Accordingly, no provision for Federal Income Taxes is required. Expenses - Expenses that are directly related to the Fund are charged directly to the Fund. Other operating expenses of FAIF are prorated to the Fund on the basis of relative net asset value. 3 INVESTMENT SECURITY TRANSACTIONS During the period November 15, 1994 through March 31, 1995, the Fund made purchases of long-term securities in the amount of $14,899,000 and had proceeds from sales of long-term securities in the amount of $2,323,000. The Fund had no purchases or sales of long-term U.S. Government securities. 4 FEES AND EXPENSES Pursuant to an investment advisory agreement (the Agreement), First Bank National Association (the Adviser) manages the Fund's assets and furnishes related office facilities, equipment, research and personnel. The Agreement requires the Fund to pay the Adviser a monthly fee based upon average daily net assets. The fee for the Fund is equal to an annual rate of .70% of the Fund's average daily net assets. During the period October 1, 1994 through March 31, 1995 the Advisor waived $27,000 of their fees. SEI Financial Services Company (SFS) and SEI Financial Management Corporation, (SFM) serve as distributor and administrator of the Fund, respectively. SFM provides administrative services, including certain accounting, legal and shareholder services, at an annual rate of .12% of the Fund's average daily net assets, with a minimum annual fee of $50,000. In addition to the investment advisory and management fees, custodian fees, distribution fees, administrator and transfer agent fees, the Fund is responsible for paying most other operating expenses including organization costs, fees and expenses of outside directors, registration fees, printing and shareholder reports, legal, auditing, insurance and other miscellaneous expenses. Certain directors and officers of FAIF are also officers of the Administrator and/or Distributor. Such officers and directors are paid no fees by FAIF for serving in their respective roles. Through a separate contractual agreement, First Trust National Association, an affiliate of the Adviser, serves as the Fund's custodian. Legal fees and expenses are paid to a law firm of which the Secretary of the Fund is a partner. Effective April 14, 1995, Supervised Service Comapny was acquired by DST Systems, Inc. DST Systems, Inc. now provides transfer agent services for the Fund. 5 DEFERRED ORGANIZATIONAL COSTS The Fund incurred organizational expenses in connection with its start-up and initial registration. These costs are being amortized over 60 months on a straight-line basis. PART C OTHER INFORMATION Part C of Post-Effective Amendment No. 21 to the Registration Statement is hereby incorporated by reference, except that Item 24 is filed herewith in accordance with Rule 8b-32 under the Investment Company Act of 1940, as amended. Item 24. Financial Statements and Exhibits (a) An audited balance sheet for the Limited Volatility Stock Fund is included as the Supplement to the Statement of Additional Information filed herewith. (b) Exhibits * (1) Articles of Incorporation, as amended and supplemented through January 1995. * (2) Bylaws, as amended through January 1995. (3) Not applicable. * (4) Specimen form of Common Stock Certificate. * (5) (a) Investment Advisory Agreement dated April 2, 1991, between Registrant and First Bank National Association, as amended and supplemented through August 1994. * (5) (b) Sub-Advisory Agreement relating to International Fund between First Bank National Association and Marvin & Palmer Associates, Inc. * (6) (a) Distribution Agreement [Class A and Class C] dated February 10, 1994 between Registrant and SEI Financial Services Company. * (6) (b) Distribution and Service Agreement [Class B] dated August 1, 1994, as amended September 14, 1994 between Registrant and SEI Financial Services Company. * (6) (c) Form of Dealer Agreement. (7) Not applicable. * (8) Custodian Agreement dated September 20, 1993, between Registrant and First Trust National Association, as supplemented through August 1994. (9) (a) Administration Agreement dated as of January 1, 1995 between Registrant and SEI Financial Management Corporation. * (9) (b) Transfer Agency Agreement dated as of March 31, 1994, between Registrant and Supervised Service Company, Inc. * (10) (a) Opinion and Consent of D'Ancona & Pflaum dated November 10, 1987. * (10) (b) Opinion and Consent of Dorsey & Whitney. * (11) (a) Consent of KPMG Peat Marwick LLP. * (11) (b) Opinion and Consent of Dorsey & Whitney dated November 25, 1991. (12) Not applicable. (13) Not applicable. * (14) Individual Retirement Plan Materials. * (15) (a) Form of Distribution Plan [Class A]. * (15) (b) Class B Distribution Plan. * (15) (c) Service Plan [Class B]. (16) Not applicable. * (17) Financial Data Schedule (See Exhibit 27). (18) Not applicable. * (19) Powers of Attorney of Directors Dayton, Eastman, Fish, Kedrowski, Strauss, Stringer and Veit. * (27) Financial Data Schedule. * Filed herewith via EDGAR in accordance with Rule 8b-32 under the Investment Company Act of 1940, as amended. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 21 to Registration Statement No. 33-16905 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on the 15th day of May, 1995. FIRST AMERICAN INVESTMENT FUNDS, INC. ATTEST: /s/ Stephen Meyer By: /s/ David Lee Stephen Meyer David Lee, President Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacity and on the dates indicated. Signature Title Date /s/ Stephen Meyer Controller (Principal May 15, 1995 Stephen Meyer Financial and Accounting Officer) * Director May 15, 1995 Robert J. Dayton * Director May 15, 1995 Welles B. Eastman * Director May 15, 1995 Irving D. Fish * Director May 15, 1995 Leonard W. Kedrowski * Director May 15, 1995 Joseph D. Strauss * Director May 15, 1995 Virginia L. Stringer * Director May 15, 1995 Gae B. Veit * By: /s/ David Lee David Lee Attorney in Fact EX-99.B1 2 EXHIBIT 1 FINAL ARTICLES OF AMENDMENT AND RESTATEMENT OF FIRST AMERICAN INVESTMENT FUNDS, INC. First American Investment Funds, Inc., a Maryland corporation, having its principal office in Baltimore, Maryland (the "Corporation"), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Articles of Incorporation of the Corporation are amended and restated in their entirety to read as follows: AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FIRST AMERICAN INVESTMENT FUNDS, INC. ARTICLE I NAME The name of the corporation (hereinafter referred to as the "Corporation") is "First American Investment Funds, Inc." ARTICLE II PURPOSES AND POWERS The purposes for which the Corporation is formed are to engage in, conduct, operate and carry on the business of an open-end management investment company under the Investment Company Act of 1940 (including any amendment thereof or other applicable Act of Congress hereafter enacted) (hereinafter called the "1940 Act"), and to do any and all acts or things as are necessary, convenient, appropriate, incidental or customary therewith. ARTICLE III PRINCIPAL OFFICE AND RESIDENT AGENT The address of the principal office of the corporation in the State of Maryland is: First American Investment Funds, Inc. c/o The Corporation Trust Incorporated 32 South Street Baltimore, Maryland 21202 The name and address of the resident agent of the Corporation in the State of Maryland is: The Corporation Trust Incorporated 32 South Street Baltimore, Maryland 21202 The resident agent is a corporation organized under the laws of the State of Maryland. ARTICLE IV CAPITAL STOCK Section 1. (a) The total number of shares of capital stock that the Corporation has authority to issue is one hundred twenty billion (120,000,000,000) shares of common stock (individually, a "Share" and, collectively, the "Shares"), of the par value of $.0001 per Share and of the aggregate par value of twelve million dollars ($12,000,000). Unless otherwise prohibited by law, so long as the Corporation is registered as an open-end investment company under the 1940 Act, the Board of Directors shall have the power and authority, without the approval of the holders of any outstanding Shares, to increase or decrease the number of shares of capital stock or the number of shares of capital stock of any class or series that the Corporation has authority to issue. (b) Of the total authorized Shares, two billion (2,000,000,000) Shares shall constitute the class designated as "Class A Common Shares" (formerly referred to as "government bond fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class B Common Shares" (formerly referred to as "fixed income fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class C Common Shares" (formerly referred to as "municipal bond fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class D Common Shares" (formerly referred to as "stock fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class E Common Shares" (formerly referred to as "special equity fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class F Common Shares" (formerly referred to as "asset allocation fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class G Common Shares" (formerly referred to as "balanced fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class H Common Shares" (formerly referred to as "equity index fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class I Common Shares" (formerly referred to as "intermediate term income fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class J Common Shares" (formerly referred to as "limited term income fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class K Common Shares" (formerly referred to as "mortgage securities fund shares"), two billion (2,000,000,000) Shares shall constitute the class designated as "Class L Common Shares" (formerly referred to as "regional equity fund shares"), and the remaining ninety-six billion (96,000,000,000) authorized Shares shall initially be unclassified Shares. Any class of the Shares, including the Class A through Class L Common Shares and each class hereafter created by the Board of Directors, shall be referred to herein individually as a "Class" and collectively as "Classes." The Board of Directors of the Corporation may further classify or reclassify any unissued Shares into a Class or Series thereof (whether or not such Shares have been previously classified or reclassified into a Class or a Series thereof) from time to time by setting or changing the preferences, conversion, or other rights, voting powers, designations, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such unissued Shares. (c) The Shares of each Class may be further classified by the Board of Directors into one or more series (individually a "Series" and collectively, together with any other series within any Class, the "Series") with such relative rights and preferences as shall be contained in Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland. All Series of a particular Class of the Corporation shall represent the same interest in the Corporation and have identical voting, dividend, liquidation, and other rights of any other Shares of such Class, except that the shares of each Series within a Class may be subject to such charges and expenses (including by way of example, but not by way of limitation, such front-end and deferred sales charges as may be permitted under the 1940 Act and rules of the National Association of Securities Dealers, Inc. ("NASD"), expenses under Rule 12b-1 plans, administration plans, service plans, or other plans or arrangements, however designated) adopted from time to time by the Board of Directors of the Corporation in accordance, to the extent applicable, with the 1940 Act, which charges and expenses may differ from those applicable to another Series within such Class, and all of the charges and expenses to which a Series is subject shall be borne by such Series and shall be appropriately reflected (in the manner determined by the Board of Directors) in determining the net asset value and the amounts payable with respect to dividends and distributions on and redemptions or liquidations of, the Shares of such Series. (d) A description of the relative preferences, conversion, and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of all Classes of Shares is as follows, unless otherwise set forth in Articles Supplementary filed with the State Department of Assessments and Taxation of the State of Maryland describing any further Class or Classes from time to time created by the Board of Directors of the Corporation: (i) Assets Belonging to a Class. All consideration received by the Corporation for the issue or sale of Shares of a particular Class, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds received from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Class for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Corporation. Such consideration, assets, income, earnings, profits, and proceeds, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, together with any General Assets (as hereinafter defined) allocated to that Class as provided in the following sentence, are herein referred to as "assets belonging to" that Class. In the event that there are any assets, income, earnings, profits, or proceeds thereof, funds or payments which are not readily identifiable as belonging to any particular Class (collectively, "General Assets"), the Board of Directors shall allocate such General Assets to and among any one or more of the Classes created from time to time in the manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable; and any General Assets so allocated to a particular Class shall belong to that Class. Each such allocation by the Board of Directors shall be conclusive and binding upon the stockholders of all Classes for all purposes. (ii) Liabilities Belonging to a Class. The assets belonging to each particular Class shall be charged with the liabilities of the Corporation in respect of that Class and with all expenses, costs, charges, and reserves attributable to that Class, and such charges shall be so recorded upon the books of account of the Corporation. Such liabilities, expenses, costs, charges and reserves, together with any General Liabilities (as hereinafter defined) allocated to that Class as provided in the following sentence, so charged to that class are herein referred to as "liabilities belonging to" that Class. In the event there are any general liabilities, expenses, costs, charges, or reserves of the Corporation which are not readily identifiable as belonging to any particular Class (collectively, "General Liabilities"), the Board of Directors shall allocate and charge such General Liabilities to and among any one or more of the Classes created from time to time in such manner and on such basis as the Board of Directors, in its sole discretion, deems fair and equitable; and any General Liabilities so allocated and charged to a particular Class shall belong to that Class. Each such allocation by the Board of Directors shall be conclusive and binding upon the stockholders of all Classes for all purposes. (iii) Dividends and Distributions. Dividends and distributions on Shares of a particular Class may be paid to the holders of Shares of that Class at such times, in such manner and from such of the income and capital gains, accrued or realized, from the assets belonging to that Class, after providing for actual and accrued liabilities belonging to that Class, as the Board of Directors may determine. (iv) Liquidation. In the event of the liquidation or dissolution of the Corporation, the stockholders of each Class that has been created shall be entitled to receive, as a Class, when and as declared by the Board of Directors, the excess of the assets belonging to that Class over the liabilities belonging to that Class. The assets so distributable to the stockholders of any particular Class shall be distributed among the stockholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Corporation. (v) Voting. On each matter submitted to a vote of the stockholders, each holder of a Share shall be entitled to one vote for each such Share standing in his name on the books of the Corporation, irrespective of the Class thereof, and all Shares of all Classes shall vote as a single class ("Single Class Voting"); provided, however, that (A) as to any matter with respect to which a separate vote of any Class is required by the 1940 Act or would be required under the General Corporation Law of the State of Maryland, such requirements as to a separate vote by that Class shall apply in lieu of Single Class Voting as described above; (B) in the event that the separate vote requirements referred to in (A) above apply with respect to one or more Classes, then, subject to (C) below, the Shares of all other Classes shall vote as a single class; (C) as to any matter which does not affect the interest of a particular Class, only the holders of Shares of the one or more affected Classes shall be entitled to vote; and (D) as to any matter which affects only a particular Series, only the holders of the Shares of the affected Series shall be entitled to vote and, if permitted by the 1940 Act and any other applicable law, the Series of more than one Class may vote together as a single class on any such matter which shall have the same effect on each Series. (e) The Corporation shall not be obligated to issue certificates representing shares of any Class or Series of capital stock. At the time of issue or transfer of Shares without certificates, the Corporation shall provide the stockholder with such information as may be required under the Maryland General Corporation Law. Section 2. Subject to compliance with the requirements of the 1940 Act, the Board of Directors shall have the authority to provide that Shares of any Series shall be convertible (automatically, optionally, or otherwise) into Shares of one or more other Series in accordance with such requirements and procedures as may be established by the Board of Directors. Section 3. The presence in person or by proxy of the holders of record of 30% of the Shares of all Classes issued and outstanding and entitled to vote thereat shall constitute a quorum for the transaction of any business at all meetings of the stockholders except as otherwise provided by law or in these Articles of Incorporation and except that where the holders of Shares of any Class or Series thereof are entitled to a separate vote as a Class or Series (for purposes of this Section 3, such Series or Class, being referred to as a "Separate Class") or where the holders of Shares of two or more (but not all) Classes or Series thereof are required to vote as a single Class or Series for purposes of this Section 3 (such Series or Classes being referred to as a "Combined Class"), the presence in person or by proxy of the holders of 30% of the Shares of that Separate Class or Combined Class, as the case may be, issued and outstanding and entitled to vote thereat shall constitute a quorum for such vote. If, however, a quorum with respect to all Classes, a Separate Class or a Combined Class, as the case may be, shall not be present or represented at any meeting of stockholders, the holders of a majority of the Shares of all Classes, such Separate Class or such Combined Class, as the case may be, present in person or by proxy and entitled to vote shall have power to adjourn the meeting from time to time (to a date or dates not more than 120 days after the original record date) as to all Classes, such Separate Class or such Combined Class, as the case may be, without notice other than announcement at the meeting, until the requisite number of Shares entitled to vote at such meeting shall be present. At such adjourned meeting at which the requisite number of Shares entitled to vote thereat shall be represented any business may be transacted which might have been transacted at the meeting as originally notified. The absence from any meeting of stockholders of the number of Shares in excess of 30% of the Shares of all Classes or of the affected Class or Classes or Series thereof, as the case may be, which may be required by the laws of the State of Maryland, the 1940 Act, any other applicable law or these Articles of Incorporation, for action upon any given matter shall not prevent action at such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat, in person or by proxy, holders of the number of Shares required for action in respect of such other matter or matters. Notwithstanding any provision of the General Corporation Law of the State of Maryland requiring that any action be taken or authorized by the affirmative vote of the holders of a designated proportion greater than a majority of the shares or votes entitled to be cast, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote thereon. When such shares are voted by individual Class or Series, any such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares of such Class or Series outstanding and entitled to vote thereon. Section 4. All Shares now or hereafter authorized shall be subject to redemption and redeemable at the option of the stockholder, in the sense used in the General Corporation Law of the State of Maryland. Each holder of a Share of any Class (or Series thereof), upon request to the Corporation accompanied by surrender of the appropriate stock certificate or certificates, if any, in proper form for transfer, shall be entitled to require the Corporation to redeem all or any part of the Shares of that Class (or Series thereof) standing in the name of such holder on the books of the Corporation at a redemption price per Share based on the net asset value per Share of that Class (or Series thereof) determined in accordance with Section 4 of Article VI hereof. Nothing herein shall prohibit the Corporation from imposing, at the time of the redemption of Shares of any Class or Series thereof, a fee or sales charge provided that such fee or sales charge has been duly adopted by the Board of Directors and is permitted under the applicable provisions of the 1940 Act and applicable rules of the NASD. Section 5. All Shares now or hereafter authorized shall be subject to redemption and redeemable at the option of the Corporation. The Board of Directors may by resolution from time to time authorize the Corporation to require the redemption of all or any part of the outstanding Shares of any Class (or Series thereof) upon the sending of written notice thereof to each stockholder any of whose Shares of that Class (or Series thereof) are so redeemed and upon such terms and conditions as the Board of Directors shall deem advisable, out of funds legally available therefor, at a redemption price per Share based on the net asset value per Share of that Class (or Series thereof) determined in accordance with Section 4 of Article VI hereof and to take all other steps deemed necessary or advisable in connection therewith. The Corporation shall have the right to require the redemption of all Shares owned or held by any one stockholder and having an aggregate net asset value, as determined at any time in accordance with Article VI hereof, of less than $500.00, or such other minimum as the Board of Directors may from time to time establish in its discretion. Section 6. The Board of Directors may by resolution from time to time authorize the repurchase by the Corporation, either directly or through an agent, of Shares of any Class upon such terms and conditions and for such consideration as the Board of Directors shall deem advisable, out of funds legally available therefor, at prices per Share not in excess of the net asset value per Share of that Class determined in accordance with Section 4 of Article VI hereof and to take all other steps deemed necessary or advisable in connection therewith. Section 7. Except as otherwise permitted by the 1940 Act, payment of the redemption or repurchase price of Shares surrendered to the Corporation for redemption pursuant to the provisions of Section 4 or 5 of this Article IV or for repurchase by the Corporation pursuant to the provisions of Section 6 of this Article IV shall be made by the Corporation within seven days after surrender of such Shares to the Corporation for such purpose. Any such payment may be made in whole or in part in portfolio securities or in cash, as the Board of Directors shall deem advisable, and no stockholder shall have the right, other than as determined by the Board of Directors, to have his Shares redeemed or repurchased in portfolio securities. Section 8. No holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe for any part of any new or additional issue of stock of any Class, or of rights or options to purchase any stock, or of securities convertible into, or carrying rights or options to purchase, stock of any Class, whether now or hereafter authorized or whether issued for money, for a consideration other than money or by way of a dividend or otherwise, and all such rights are hereby waived by each holder of capital stock of any other Class of stock or securities of the Corporation that may hereafter be created. Section 9. All persons who shall acquire any of the Shares shall acquire the same subject to the provisions of these Articles of Incorporation. Section 10. The Corporation shall not be required to hold an annual meeting of stockholders in any year unless such meeting is required under the 1940 Act, including any regulation thereunder. ARTICLE V DIRECTORS Section 1. The Bylaws of the Corporation may fix the number of directors and may authorize the Board of Directors to increase or decrease the number of directors within a limit specified by the Bylaws, and to fill the vacancies created by any such increase in the number of directors. Unless otherwise provided by the Bylaws of the Corporation, the directors of the Corporation need not be stockholders. Section 2. The Bylaws of the Corporation may divide the Directors of the Corporation into classes and prescribe the tenure of office of the several classes. Section 3. The Bylaws of the Corporation shall provide the number of directors which shall constitute a quorum; provided, that in no event shall a quorum be less than one-third of the entire Board of Directors nor less than two directors. Section 4. Stockholders of the Corporation may remove a Director by the affirmative vote of a majority of the Corporation's outstanding Shares. ARTICLE VI MANAGEMENT OF THE AFFAIRS OF THE CORPORATION Section 1. The Board of Directors shall have the general management and control of the business and property of the Corporation, and may exercise all the powers of the Corporation, except such as are by statute or by these Articles of Incorporation or by the Bylaws conferred upon or reserved to the stockholders. The Corporation may in its Bylaws confer powers on the Board of Directors in addition to the powers expressly conferred by statute. Section 2. The Board of Directors shall have the power to adopt, alter, or repeal the Bylaws of the Corporation except to the extent that the Bylaws otherwise provide. Section 3. The Board of Directors shall have the power from time to time to determine whether and to what extent, at what times and places, and under what conditions and regulations, the accounts and books of the Corporation or any of them shall be open to the inspection of stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation except to the extent required by statute or permitted by the Bylaws. Section 4. The Board of Directors shall have the power to determine, as provided in these Articles of Incorporation, or if provision is not made herein, in accordance with generally accepted accounting principles, what constitutes net income, total assets, and the net asset value of the Shares of each Class of the Corporation, and of the Shares of each Series of such Class. Any such determination made in good faith shall be final and conclusive, and shall be binding upon the Corporation, and all holders of shares of each Series of each Class (past, present, and future), and Shares of each Class are issued and sold on the condition and undertaking, evidenced by acceptance of certificates for such Shares by, or confirmation of such Shares being held for the account of, any stockholder, that any and all such determinations shall be binding as aforesaid. Nothing in this Section 4 shall be construed to protect any director or officer of the Corporation against any liability to the Corporation or its stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office. Section 5. The Board of Directors shall have the power to authorize additional shares of stock and provide for the issuance and sale of shares of the stock of the Corporation. ARTICLE VII INDEMNIFICATION; LIABILITY Section 1. Each present or former director, officer, agent and employee of the Corporation or any predecessor or constituent corporation, and each person who, at the request of the Corporation, serves or served another business enterprise in any such capacity, and the heirs and personal representatives of each of the foregoing shall be indemnified by the Corporation to the fullest extent permitted by law against all expenses, including without limitation amounts of judgments, fines, amounts paid in settlement, attorneys' and accountants' fees, and costs of litigation, which shall necessarily or reasonably be incurred by him or her in connection with any action, suit or proceeding to which he or she was, is or shall be a party, or with which he or she may be threatened, by reason of his or her being or having been a director, officer, agent or employee of the Corporation or such predecessor or constituent corporation or such business enterprise, whether or not he or she continues to be such at the time of incurring such expenses. Such indemnification may include without limitation the purchase of insurance and advancement of any expenses, and the Corporation shall be empowered to enter into agreements to limit the liability of directors and officers of the Corporation. No indemnification shall be made in violation of the General Corporation Law of the State of Maryland or the 1940 Act. Section 2. No director or officer of the Corporation shall be liable to the Corporation or its stockholders for money damages, except (i) to the extent that it is proved that such director or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (ii) to the extent that a judgment or other final adjudication adverse to such director or officer is entered in a proceeding based on a finding in the proceeding that such director's or officer's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The foregoing shall not be construed to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation or its stockholders to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such office. ARTICLE VIII PERPETUAL EXISTENCE The duration of the Corporation shall be perpetual. ARTICLE IX AMENDMENTS The Corporation reserves the right from time to time to make any amendments of its charter which may now or hereafter be authorized by law, including any amendments changing the terms or contract rights, as expressly set forth in its charter, of any of its outstanding stock by classification, reclassification, or otherwise. _________________________ The terms "Articles of Incorporation" as used herein and in the Bylaws of the Corporation shall be deemed to mean these Articles of Incorporation as from time to time amended, restated, or supplemented. _________________________ SECOND: (a) As of immediately before the amendment, the total number of shares of stock of all classes that the Corporation had authority to issue is twelve billion (12,000,000,000) shares, all of which are shares of common stock (par value $.001 per share), and such shares had an aggregate par value of twelve million dollars ($12,000,000). (b) As amended, the total number of shares of stock of all classes which the Corporation has authority to issue is one hundred twenty billion (120,000,000,000) shares, all of which are shares of common stock (par value $.0001 per share), and such shares have an aggregate par value of twelve million dollars ($12,000,000). (c) Because the amendment effects a change in the par value of each authorized share of the Corporation's common stock from $.001 per share to $.0001 per share, the Corporation's charter is hereby amended by changing and reclassifying each of the shares of the Corporation's common stock (par value $.001 per share) into one share of common stock (par value $.0001 per share), and by transferring from the common stock account of the Corporation to the capital in excess of par value account $.0009 for each share of common stock which is issued and outstanding at the effective time of this amendment. THIRD: The foregoing Articles of Amendment and Restatement have been advised by the Board of Directors and approved by the stockholders of the Corporation. IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and witnessed by its Secretary on January , 1994. FIRST AMERICAN INVESTMENT FUNDS, INC. WITNESS: By Robert A. Nesher, President _________________________ Michael J. Radmer, Secretary THE UNDERSIGNED, President of the Corporation, who executed on behalf of the Corporation the foregoing Articles of Amendment and Restatement of which this certificate is made a part, hereby acknowledges in the name and on behalf of said Corporation the foregoing Articles of Amendment and Restatement to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury. ________________________ Robert A. Nesher, President FINAL FIRST AMERICAN INVESTMENT FUNDS, INC. ARTICLES SUPPLEMENTARY First American Investment Funds, Inc., a corporation organized under the laws of the State of Maryland (the "Corporation"), does hereby file for record with the State Department of Assessments and Taxation of Maryland the following Articles Supplementary to its Articles of Incorporation: FIRST: The Corporation is registered as an open-end investment company under the Investment Company Act of 1940 (the "1940 Act"). As hereinafter set forth, the Corporation has classified its authorized capital stock in accordance with the Maryland General Corporation Law. SECOND: Immediately before the classifications hereinafter set forth, the Corporation had authority to issue one hundred twenty billion (120,000,000,000) shares of common stock (individually, a "Share" and collectively, the "Shares"), of the par value of $.0001 per Share and of the aggregate par value of twelve million dollars ($12,000,000), classified as follows: (1) Class A Common Shares (formerly referred to as "government bond fund shares"): Two billion (2,000,000,000) Shares. (2) Class B Common Shares (formerly referred to as "fixed income fund shares"): Two billion (2,000,000,000) Shares. (3) Class C Common Shares (formerly referred to as "municipal bond fund shares"): Two billion (2,000,000,000) Shares. (4) Class D Common Shares (formerly referred to as "stock fund shares"): Two billion (2,000,000,000) Shares. (5) Class E Common Shares (formerly referred to as "special equity fund shares"): Two billion (2,000,000,000) Shares. (6) Class F Common Shares (formerly referred to as "asset allocation fund shares"): Two billion (2,000,000,000) Shares. (7) Class G Common Shares (formerly referred to as "balanced fund shares"): Two billion (2,000,000,000) Shares. (8) Class H Common Shares (formerly referred to as "equity index fund shares"): Two billion (2,000,000,000) Shares. (9) Class I Common Shares (formerly referred to as "intermediate term income fund shares"): Two billion (2,000,000,000) Shares. (10) Class J Common Shares (formerly referred to as "limited term income fund shares"): Two billion (2,000,000,000) Shares. (11) Class K Common Shares (formerly referred to as "mortgage securities fund shares"): Two billion (2,000,000,000) Shares. (12) Class L Common Shares (formerly referred to as "regional equity fund shares"): Two billion (2,000,000,000) Shares. (13) Unclassified Shares: Ninety-six billion (96,000,000,000) Shares. THIRD: Pursuant to the authority contained in Article IV of the Articles of Incorporation of the Corporation and Section 2-208 of the Maryland General Corporation Law, the Board of Directors of the Corporation, by resolution adopted at a meeting held on December 7, 1993, classified the following additional Shares out of the authorized, unissued and unclassified Shares of the Corporation: (1) Class A, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (2) Class B, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (3) Class C, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (4) Class D, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (5) Class E, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (6) Class F, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (7) Class G, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (8) Class H, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (9) Class I, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (10) Class J, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (11) Class K, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (12) Class L, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (13) Class M Common Shares: Two billion (2,000,000,000) Shares. (14) Class M, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (15) Class N Common Shares: Two billion (2,000,000,000) Shares. (16) Class N, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (17) Class O Common Shares: Two billion (2,000,000,000) Shares. (18) Class O, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (19) Class P Common Shares: Two billion (2,000,000,000) Shares. (20) Class P, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (21) Class Q Common Shares: Two billion (2,000,000,000) Shares. (22) Class Q, Series 2 Common Shares: Two billion (2,000,000,000) Shares. FOURTH: The Shares classified pursuant to THIRD above shall have the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption, set forth in the Corporation's Articles of Incorporation. Any Class or Series of Shares classified pursuant to THIRD above may be subject to such charges and expenses (including by way of example, but not by way of limitation, such front-end and deferred sales charges as may be permitted under the 1940 Act and rules of the National Association of Securities Dealers, Inc. ("NASD"), expenses under Rule 12b-1 plans, administration plans, service plans, or other plans or arrangements, however designated) adopted from time to time by the Board of Directors of the Corporation in accordance, to the extent applicable, with the 1940 Act, and all of the charges and expenses to which such a Class or Series is subject shall be borne by such Class or Series and shall be appropriately reflected (in the manner determined by the Board of Directors) in determining the net asset value and the amounts payable with respect to dividends and distributions on and redemptions or liquidations of, the Shares of such Class or Series. FIFTH: Immediately after the classifications hereinbefore set forth and upon filing for record of these Articles Supplementary, the Corporation has authority to issue one hundred twenty billion (120,000,000,000) shares of common stock (individually, a "Share" and collectively, the "Shares"), of the par value of $.0001 per Share and of the aggregate par value of twelve million dollars ($12,000,000), classified as follows: (1) Class A Common Shares (formerly referred to as "government bond fund shares"): Two billion (2,000,000,000) Shares. (2) Class A, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (3) Class B Common Shares (formerly referred to as "fixed income fund shares"): Two billion (2,000,000,000) Shares. (4) Class B, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (5) Class C Common Shares (formerly referred to as "municipal bond fund shares"): Two billion (2,000,000,000) Shares. (6) Class C, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (7) Class D Common Shares (formerly referred to as "stock fund shares"): Two billion (2,000,000,000) Shares. (8) Class D, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (9) Class E Common Shares (formerly referred to as "special equity fund shares"): Two billion (2,000,000,000) Shares. (10) Class E, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (11) Class F Common Shares (formerly referred to as "asset allocation fund shares"): Two billion (2,000,000,000) Shares. (12) Class F, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (13) Class G Common Shares (formerly referred to as "balanced fund shares"): Two billion (2,000,000,000) Shares. (14) Class G, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (15) Class H Common Shares (formerly referred to as "equity index fund shares"): Two billion (2,000,000,000) Shares. (16) Class H, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (17) Class I Common Shares (formerly referred to as "intermediate term income fund shares"): Two billion (2,000,000,000) Shares. (18) Class I, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (19) Class J Common Shares (formerly referred to as "limited term income fund shares"): Two billion (2,000,000,000) Shares. (20) Class J, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (21) Class K Common Shares (formerly referred to as "mortgage securities fund shares"): Two billion (2,000,000,000) Shares. (22) Class K, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (23) Class L Common Shares (formerly referred to as "regional equity fund shares"): Two billion (2,000,000,000) Shares. (24) Class L, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (25) Class M Common Shares: Two billion (2,000,000,000) Shares. (26) Class M, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (27) Class N Common Shares: Two billion (2,000,000,000) Shares. (28) Class N, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (29) Class O Common Shares: Two billion (2,000,000,000) Shares. (30) Class O, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (31) Class P Common Shares: Two billion (2,000,000,000) Shares. (32) Class P, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (33) Class Q Common Shares: Two billion (2,000,000,000) Shares. (34) Class Q, Series 2 Common Shares: Two billion (2,000,000,000) Shares. (35) Unclassified Shares: Fifty-two billion (52,000,000,000) Shares. SIXTH: The aforesaid action by the Board of Directors of the Corporation was taken pursuant to authority and power contained in the Articles of Incorporation of the Corporation. IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and witnessed by its Secretary on January , 1994. First American Investment Funds, Inc. By Robert A. Nesher, President WITNESS: Michael J. Radmer, Secretary EX-99.B2 3 EXHIBIT 2 NAME CHANGE FROM "SECURAL Mutual FUNDS, INC." to "First American Investment FUNDS, INC." approved at Board of Directors' MEETINGS ON FEBRUARY 12, 1991; AMENDMENT ADDING NEW SECTION 8 TO ARTICLE I APPROVED AT BOARD OF DIRECTORS' Meetings ON DECEMBER 15, 1992; AMENDMENTS TO ARTICLE III APPROVED AT BOARD OF DIRECTORS' Meetings on SEPTEMBER 7, 1993; AMENDMENT ADDING NEW SECTION 3 TO ARTICLE V APPROVED AT BOARD OF DIRECTORS' Meeting on DECEMBER 7, 1993. BYLAWS OF FIRST AMERICAN INVESTMENT FUNDS, INC. (A MARYLAND CORPORATION) ARTICLE I STOCKHOLDERS SECTION 1. Meetings. Annual or special meetings of stockholders may be held on such date and at such time as shall be set or provided for by the Board of Directors or, if not so set or provided for, then as stated in the notice of meeting. The notice of meeting shall state the purpose or purposes for which the meeting is called. SECTION 2. Place of Meetings. All meetings of stockholders shall be held at such place in the United States as is set or provided for by the Board of Directors or, if not so set or provided for, then as stated in the notice of meeting. SECTION 3. Organization. At any meeting of the stockholders, in the absence of the Chairman of the Board of Directors, if any, and of the President or a Vice President acting in his stead, the stockholders shall choose a chairman to preside over the meeting. In the absence of the Secretary or an Assistant Secretary, acting in his stead, the chairman of the meeting shall appoint a secretary to keep the record of all the votes and minutes of the proceedings. SECTION 4. Proxies. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument executed in writing by such stockholder or his duly authorized attorney-in-fact and bearing a date not more than eleven (11) months prior to said meeting, unless otherwise provided in the proxy. SECTION 5. Voting. At any meeting of the stockholders, every stockholder shall be entitled to one vote or a fractional vote on each matter submitted to a vote for each share or fractional share of stock standing in his name on the books of the Corporation as of the close of business on the record date for such meeting. Unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, validity of proxies and acceptance or rejection of votes shall be decided by the chairman of the meeting. SECTION 6. Record Date; Closing of Transfer Books. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less than ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, twenty days. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. SECTION 7. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof. SECTION 8. Calling of Special Meeting of Shareholders. A special meeting of stockholders shall be called upon the written request of the holders of shares entitled to cast not less than 10% of all votes entitled to vote at such meeting. ARTICLE II BOARD OF DIRECTORS SECTION 1. Number, Qualification, Tenure and Vacancies. The initial Board of Directors shall consist of five (5) directors. Except as hereinafter provided, a director shall be elected to serve until his successor shall be elected and shall qualify or until his earlier death, resignation, retirement or removal. The directors may at any time when the stockholders are not assembled in meeting, establish, increase or decrease their own number by majority vote of the entire Board of Directors; provided, that the number of directors shall never be less than three (3) nor more than twelve (12). The number of directors may not be decreased so as to affect the term of any incumbent director. If the number be increased, the additional directors to fill the vacancies thus created may, except as hereinafter provided, by elected by majority vote of the entire Board of Directors. Any vacancy occurring for any cause may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum; provided, however, that after filling any vacancy for any cause whatsoever two-thirds (2/3) of the entire Board of Directors shall have been elected by the stockholders of the Corporation. A director elected under any circumstance shall be elected to hold office until his successor is elected and qualified, or until such director's earlier death, resignation, retirement or removal. SECTION 2. When Stockholder Meeting Required. If at any time less than a majority of the directors holding office were elected by the stockholders of the Corporation, the directors or the President or Secretary shall cause a meeting of stockholders to be held as soon as possible and, in any event, within sixty (60) days, unless extended by order of the Securities and Exchange Commission, for the purpose of electing directors to fill any vacancy. SECTION 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by agreement or fixed by resolution of the Board of Directors. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or President and shall be called by the Secretary upon the written request of any two (2) directors. SECTION 5. Notice of Meetings. Except as otherwise provided in these Bylaws, notice need not be given of regular meetings of the Board of Directors held at times fixed by agreement or resolution of the Board of Directors. Notice of special meetings of the Board of Directors, stating the place, date and time thereof, shall be given not less than two (2) days before such meeting to each director. Notice to a director may be given personally, by telegram, cable or wireless, by telephone, by mail, or by leaving such notice at his place of residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the director at his address as it appears on the records of the Corporation. Meetings may be held at any time without notice if all the directors are present, or if those not present waive notice of the meeting in writing. If the President shall determine in advance that a quorum would not be present on the date set for any regular or special meeting, such meeting may be held at such later date, time and place as he shall determine, upon at least twenty-four (24) hours' notice. SECTION 6. Quorum. A majority of the directors then in office, at a meeting duly assembled, but not less than one-third of the entire Board of Directors nor in any event less than two directors, shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws. If at any meeting of the Board of Directors, there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained. SECTION 7. Removal. At any meeting of stockholders, duly called and at which a quorum is present, the stockholders may, by the affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies. SECTION 8. Committees. The Board of Directors, may, by resolution adopted by a majority of the entire Board of Directors, from time to time appoint from among its members one or more committees as it may determine. Each committee appointed by the Board of Directors shall be composed of two (2) or more directors and may, to the extent provided in such resolution, have and exercise all the powers of the Board of Directors, except the power to declare dividends, to issue stock or to recommend to stockholders any action requiring stockholder approval. Each such committee shall serve at the pleasure of the Board of Directors. Each such committee shall keep a record of its proceedings and shall adopt its own rules of procedure. It shall make reports as may be required by the Board of Directors. ARTICLE III OFFICERS AND CHAIRMAN OF THE BOARD OF DIRECTORS SECTION 1. Offices. The elected officers of the Corporation shall be the President, the Secretary and the Treasurer, and may also include one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board of Directors may determine. Any two or more offices may be held by the same person, except that no person may hold both the office of President and the office of Vice President. A person who holds more than one office in the Corporation shall not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer. SECTION 2. Selection, Term of Office and Vacancies. The initial officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors. Additional officers may be elected at any regular or special meeting of the Board of Directors. Each officer shall serve at the pleasure of the Board of Directors or until his earlier death, resignation or retirement. If any office becomes vacant, the vacancy shall be filled by the Board of Directors. SECTION 3. Chairman of the Board. The Board of Directors may elect one of its members as Chairman of the Board. Except as otherwise provided in these Bylaws, in the event the Board of Directors elects a Chairman of the Board of Directors, he shall preside at all meetings of the stockholders and the Board of Directors and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. The Chairman of the Board of Directors will under no circumstances be deemed to be an "officer" of the Corporation, and an individual serving as Chairman of the Board of Directors will not be deemed to be an "affiliated person" with respect to the Corporation (under the Investment Company Act of 1940, as amended) solely by virtue of such person's position as Chairman of the Board of Directors of the Corporation. SECTION 4. President. The president shall be the chair executive officer of the Corporation and shall perform such other duties as from time to time may be assigned to him by the Board of Directors. He shall perform the duties of the Chairman of the Board of Directors in the event there is no Chairman or in the event the Chairman is absent. SECTION 5. Vice Presidents. A Vice President shall perform such duties as may be assigned by the President or the Board of Directors. In the absence of the President and in accordance with such order of priority as may be established by the Board of Directors, he may perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. SECTION 6. Secretary. The Secretary shall (a) keep the minutes of the stockholders' and Board of Directors' meetings in one or more books provided for that purpose, and shall perform like duties for committees when requested, (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized or required by law, and (d) in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Board of Directors. SECTION 7. Assistant Secretaries. One or more Assistant Secretaries may be elected by the Board of Directors or appointed by the President. In the absence of the Secretary and in accordance with such order as may be established by the Board of Directors, an Assistant Secretary shall have the power to perform his duties including the certification, execution and attestation of corporate records and corporate instruments. Assistant Secretaries shall perform such other duties as may be assigned to them by the President or the Board of Directors. SECTION 8. Treasurer. The Treasurer (a) shall be the principal financial officer of the Corporation, (b) shall see that all funds and securities of the Corporation are held by the custodian of the Corporation's assets, and (c) shall be the principal accounting officer of the Corporation. SECTION 9. Assistant Treasurers. One or more Assistant Treasurers may be elected by the Board of Directors or appointed by the President. In the absence of the Treasurer and in accordance with such order as may be established by the Board of Directors, an Assistant Treasurer shall have the power to perform his duties. Assistant Treasurers shall perform such other duties as may be assigned to them by the President or the Board of Directors. SECTION 10. Other Officers. The Board of Directors may appoint or may authorize the Chairman of the Board or the President to appoint such other officers and agents as the appointer may deem necessary and proper, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the appointer. SECTION 11. Bond. If required by the Board of Directors, the Treasurer and such other directors, officers, employees and agents of the Corporation as the Board of Directors may specify, shall give the Corporation a bond in such amount, in such form and with such security, surety or sureties, as may be satisfactory to the Board of Directors, conditioned on the faithful performance of the duties of their office and for the restoration to the Corporation, in case of their death, resignation, or removal from their office of all books, papers, vouchers, monies, securities and property of whatever kind in their possession belonging to the Corporation. All premiums on such bonds shall be paid by the Corporation. SECTION 12. Removal. Any officer (or the Chairman of the Board of Directors) of the Corporation may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the officer (or the Chairman of the Board of Directors) so removed. ARTICLE IV CAPITAL STOCK SECTION 1. Stock Certificates. Certificates representing shares of stock of the Corporation shall be in such form consistent with the laws of the State of Maryland as shall be determined by the Board of Directors. All certificates for shares of stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares of stock represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation. SECTION 2. Redemption and Transfer. Any holder of stock of the Corporation desiring to redeem or transfer shares of stock standing in the name of such holder on the books of the Corporation shall deliver to the Corporation or to its agent duly authorized for such purpose a written unconditional request, in form acceptable to the Corporation, for such redemption or transfer. If certificates evidencing such shares have been issued, such certificates shall also be so delivered in transferable form duly endorsed or accompanied by all necessary stock transfer stamps or currency or certified or bank cashier's check payable to the order of the Corporation for the appropriate price thereof. The Corporation or its duly authorized agent may require that the signature of a redeeming stockholder on any or all of the request, endorsement or stock power be guaranteed and that other documentation in accordance with the custom of brokers be so delivered where appropriate, such as proof of capacity and power to make request or transfer. All documents and funds shall be deemed to have been delivered only when physically deposited at such office or other place of deposit as the Corporation or its duly authorized agent shall from time to time designate. At any time during which the right of redemption is suspended or payment for such shares is postponed pursuant to the Investment Company Act of 1940, as amended, or any rule, regulation or order thereunder, any stockholder may withdraw his request (and certificates and funds, if any) or may leave the same on deposit, in which case the redemption price shall be the net asset value next applicable after such suspension or postponement is terminated. SECTION 3. Lost, Mutilated, Destroyed or Wrongfully Taken Certificates. Any person claiming a stock certificate to have been lost, mutilated, destroyed or wrongfully taken, and who requests the issuance of a new certificate before the Corporation has notice that the certificate alleged to have been lost, mutilated, destroyed or wrongfully taken has been acquired by a bona fide purchaser, shall make an affidavit of that fact and shall give the Corporation and its transfer agents and registrars a bond, with sufficient surety, to indemnify them against any loss or claim arising as a result of the issuance of a new certificate. The form and amount of such bond and the surety thereon shall in each case be deemed sufficient if satisfactory to the President or Treasurer of the Corporation. ARTICLE V GENERAL PROVISIONS SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors. SECTION 2. Amendments. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the entire Board of Directors at any meeting of the Board of Directors. SECTION 3. Names of Classes and Series of Shares. The names of the classes and series of shares which have been classified by the Corporation in its Articles of Incorporation and in Articles Supplementary shall be as follows:
Designation of Shares in Articles of Incorporation or Articles Supplementary Name of Class or Series Class A Common Shares ............................ Government Bond Fund, Retail Class Class A, Series 2 Common Shares ................. Government Bond Fund, Institutional Class Class B Common Shares ............................ Fixed Income Fund, Retail Class Class B, Series 2 Common Shares .................. Fixed Income Fund, Institutional Class Class C Common Shares ............................ Municipal Bond Fund, Retail Class Class C, Series 2 Common Shares .................. Municipal Bond Fund, Institutional Class Class D Common Shares ............................ Stock Fund, Retail Class Class D, Series 2 Common Shares .................. Stock Fund, Institutional Class Class E Common Shares ............................ Special Equity Fund, Retail Class Class E, Series 2 Common Shares .................. Special Equity Fund, Institutional Class Class F Common Shares ............................ Asset Allocation Fund, Retail Class Class F, Series 2 Common Shares .................. Asset Allocation Fund, Institutional Class Class G Common Shares ............................ Balanced Fund, Retail Class Class G, Series 2 Common Shares .................. Balanced Fund, Institutional Class Class H Common Shares ............................ Equity Index Fund, Retail Class Class H, Series 2 Common Shares .................. Equity Index Fund, Institutional Class Class I Common Shares ............................ Intermediate Term Income Fund, Retail Class Class I, Series 2 Common Shares .................. Intermediate Term Income Fund, Institutional Class Class J Common Shares ............................ Limited Term Income Fund, Retail Class Class J, Series 2 Common Shares .................. Limited Term Income Fund, Institutional Class Class K Common Shares ............................ Mortgage Securities Fund, Retail Class Class K, Series 2 Common Shares .................. Mortgage Securities Fund, Institutional Class Class L Common Shares ............................ Regional Equity Fund, Retail Class Class L, Series 2 Common Shares .................. Regional Equity Fund, Institutional Class Class M Common Shares ............................ Minnesota Insured Intermediate Tax Free Fund, Retail Class Class M, Series 2 Common Shares .................. Minnesota Insured Intermediate Tax Free Fund, Institutional Class Class N Common Shares ............................ Colorado Intermediate Tax Free Fund, Retail Class Class N, Series 2 Common Shares .................. Colorado Intermediate Tax Free Fund, Institutional Class Class O Common Shares ............................ Emerging Growth Fund, Retail Class Class O, Series 2 Common Shares .................. Emerging Growth Fund, Institutional Class Class P Common Shares ............................ Technology Fund, Retail Class Class P, Series 2 Common Shares .................. Technology Fund, Institutional Class Class Q Common Shares ............................ International Fund, Retail Class Class Q, Series 2 Common Shares .................. International Fund, Institutional Class
EX-99.B4 4 EXHIBIT 4 INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 1001 SECURAL MUTUAL FUNDS, INC. MUNICIPAL BOND FUND COMMON STOCK THIS IS TO CERTIFY THAT SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSP 613696 30 5 IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF MUNICIPAL BOND FUND COMMON STOCK, PAR VALUE $.001 PER SHARE OF __________ SECURAL MUTUAL FUNDS, INC.__________ (herein called the "Corporation") transferable on the books of the Corporation in person or by attorney duly authorized in writing upon surrender of this certificate properly endorsed. the holder hereof by accepting this certificate expressly assents to and is bound by the Articles of Incorporation, as amended, and the By-Laws, as amended, of the Corporation, copies of which are available for inspection at the principal office of the Corporation in Appleton, Wisconsin. THE SHARES REPRESENTED BY THIS CERTIFICATE WILL BE REDEEMED BY THE CORPORATION UPON REQUEST OF THE STOCKHOLDER AS PROVIDED IN THE ARTICLES OF INCORPORATION OF THE CORPORATION. IN ADDITION, THE ARTICLES OF INCORPORATION PROVIDE THAT THE CORPORATION, AT ITS OPTION, MAY REDEEM SHARES OF ITS STOCK UNDER CERTAIN OTHER CIRCUMSTANCES. THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST A FULL STATEMENT REGARDING THE DESIGNATIONS, AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED. THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN SHARES OF ANY SERIES OR CLASS TO THE EXTENT THEY HAVE BEEN SET, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO CLASSIFY UNISSUED SHARES AND TO SET THE RELATIVE RIGHTS AND PREFERENCES THEREOF AND OF ANY SUBSEQUENT SERIES OF ANY SUCH CLASSES OR SERIES. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: SECRETARY PRESIDENT EX-99.B5A 5 EXHIBIT 5(a) INVESTMENT ADVISORY AGREEMENT This Agreement, made this 2nd day of April, 1991, by and between First American Investment Funds, Inc., a Maryland 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 First 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, 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 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 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 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 as 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. 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. 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 lesser of (a) the vote of 67% or more of the shares of such Portfolio 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 and year first above written. FIRST AMERICAN INVESTMENT FUNDS, INC. By Its FIRST BANK NATIONAL ASSOCIATION By Its EXHIBIT A EFFECTIVE DATES: Portfolio Effective Date Stock Fund April 2, 1991 Special Equity Fund April 2, 1991 Fixed Income Fund April 2, 1991 Government Bond Fund April 2, 1991 Municipal Bond Fund April 2, 1991 ADVISORY FEES:
Annual Advisory Fee as a Percentage of Portfolio Average Daily Net Asset Average Daily Net Assets Stock Fund On the First $100,000,000 .70% On the Next $150,000,000 .60% On the Next $250,000,000 .50% On the Average Assets of Over $500,000,000 .40% Special Equity Fund On the First $100,000,000 .70% On the Next $150,000,000 .60% On the Next $250,000,000 .50% On the Average Assets of Over $500,000,000 .40% Fixed Income Fund On the First $100,000,000 .50% On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30% Government Bond On the First $100,000,000 .50% Fund On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30% Municipal Bond On the First $100,000,000 .50% Fund On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30%
Final FIRST AMERICAN INVESTMENT FUNDS, INC. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 2 to EXHIBIT A EFFECTIVE DATES: Portfolio Effective Date Stock Fund April 2, 1991 Special Equity Fund April 2, 1991 Fixed Income Fund April 2, 1991 Government Bond Fund April 2, 1991 Municipal Bond Fund April 2, 1991 Intermediate Term Income Fund September 15, 1992 Equity Index Fund September 15, 1992 Regional Equity Fund September 15, 1992 Limited Term Income Fund September 15, 1992 Balanced Fund September 15, 1992 Asset Allocation Fund September 15, 1992 Mortgage Securities Fund September 15, 1992 Minnesota Insured Intermediate Tax Free Fund December 31, 1993 Colorado Intermediate Tax Free Fund December 31, 1993 Emerging Growth Fund December 31, 1993 Technology Fund December 31, 1993 International Fund December 31, 1993
ADVISORY FEES: Annual Advisory Fee as a Percentage of Portfolio Average Daily Net Assets Average Daily Net Assets Stock Fund On the First $100,000,000 .70% On the Next $150,000,000 .60% On the Next $250,000,000 .50% On the Average Assets of Over $500,000,000 .40% Special Equity On the First $100,000,000 .70% Fund On the Next $150,000,000 .60% On the Next $250,000,000 .50% On the Average Assets of Over $500,000,000 .40% Fixed Income On the First $100,000,000 .50% Fund On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30% Government Bond On the First $100,000,000 .50% Fund On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30% Municipal Bond On the First $100,000,000 .50% Fund On the Next $150,000,000 .40% On the Average Assets of Over $250,000,000 .30% Intermediate Term On All Assets .70% Income Fund Equity Index Fund On All Assets .70% Regional Equity On All Assets .70% Fund Limited Term On All Assets .70% Income Fund Balanced Fund On All Assets .70% Asset Allocation On All Assets .70% Fund Mortgage Securities On All Assets .70% Fund Minnesota Insured On All Assets .70% Intermediate Tax Free Fund Colorado Interme- On All Assets .70% diate Tax Free Fund Emerging Growth On All Assets .70% Fund Technology Fund On All Assets .70% International Fund On All Assets 1.25%
Final 11/94 FIRST AMERICAN INVESTMENT FUNDS, INC. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 4 to EXHIBIT A EFFECTIVE DATES: Portfolio Effective Date Stock Fund April 2, 1991 Special Equity Fund April 2, 1991 Fixed Income Fund April 2, 1991 Intermediate Government Bond Fund April 2, 1991 Intermediate Tax Free Fund April 2, 1991 Intermediate Term Income Fund September 15, 1992 Equity Index Fund September 15, 1992 Regional Equity Fund September 15, 1992 Limited Term Income Fund September 15, 1992 Balanced Fund September 15, 1992 Asset Allocation Fund September 15, 1992 Mortgage Securities Fund September 15, 1992 Minnesota Insured Intermediate Tax Free Fund December 31, 1993 Colorado Intermediate Tax Free Fund December 31, 1993 Emerging Growth Fund December 31, 1993 Technology Fund December 31, 1993 International Fund December 31, 1993 Limited Volatility Stock Fund November 15, 1994 Equity Income Fund January 31, 1994 Diversified Growth Fund January 31, 1994 Limited Term Tax Free Income Fund January 31, 1994 ADVISORY FEES: Annual Advisory Fee as a Percentage of Portfolio Average Daily Net Assets Average Daily Net Assets Stock Fund On All Assets .70% Special Equity On All Assets .70% Fund Fixed Income On All Assets .70% Fund Intermediate On All Assets .70% Government Bond Fund Intermediate Tax On All Assets .70% Free Fund Intermediate Term On All Assets .70% Income Fund Equity Index Fund On All Assets .70% Regional Equity On All Assets .70% Fund Limited Term On All Assets .70% Income Fund Balanced Fund On All Assets .70% Asset Allocation On All Assets .70% Fund Mortgage Securities On All Assets .70% Fund Minnesota Insured On All Assets .70% Intermediate Tax Free Fund Colorado Interme- On All Assets .70% diate Tax Free Fund Emerging Growth On All Assets .70% Fund Technology Fund On All Assets .70% International Fund On All Assets 1.25% Limited Volatility On All Assets .70% Stock Fund Equity Income On All Assets .70% Fund Diversified Growth On All Assets .70% Fund Limited Term On All Assets .70% Tax Free Income Fund Final 8/94 FIRST AMERICAN INVESTMENT FUNDS, INC. AMENDMENT TO INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 3 to EXHIBIT A EFFECTIVE DATES: Portfolio Effective Date Stock Fund April 2, 1991 Special Equity Fund April 2, 1991 Fixed Income Fund April 2, 1991 Intermediate Government Bond Fund April 2, 1991 Intermediate Tax Free Fund April 2, 1991 Intermediate Term Income Fund September 15, 1992 Equity Index Fund September 15, 1992 Regional Equity Fund September 15, 1992 Limited Term Income Fund September 15, 1992 Balanced Fund September 15, 1992 Asset Allocation Fund September 15, 1992 Mortgage Securities Fund September 15, 1992 Minnesota Insured Intermediate Tax Free Fund December 31, 1993 Colorado Intermediate Tax Free Fund December 31, 1993 Emerging Growth Fund December 31, 1993 Technology Fund December 31, 1993 International Fund December 31, 1993
ADVISORY FEES: Annual Advisory Fee as a Percentage of Portfolio Average Daily Net Assets Average Daily Net Assets Stock Fund On All Assets .70% Special Equity On All Assets .70% Fund Fixed Income On All Assets .70% Fund Intermediate On All Assets .70% Government Bond Fund Intermediate Tax On All Assets .70% Free Fund Intermediate Term On All Assets .70% Income Fund Equity Index Fund On All Assets .70% Regional Equity On All Assets .70% Fund Limited Term On All Assets .70% Income Fund Balanced Fund On All Assets .70% Asset Allocation On All Assets .70% Fund Mortgage Securities On All Assets .70% Fund Minnesota Insured On All Assets .70% Intermediate Tax Free Fund Colorado Interme- On All Assets .70% diate Tax Free Fund Emerging Growth On All Assets .70% Fund Technology Fund On All Assets .70% International Fund On All Assets 1.25%
Final FIRST AMERICAN INVESTMENT FUNDS, INC. SUPPLEMENT DATED AS OF DECEMBER 31, 1993 TO INVESTMENT ADVISORY AGREEMENT WHEREAS, First American Investment Funds, Inc., a Maryland corporation (the "Fund"), and First Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Adviser"), previously entered into that Investment Advisory Agreement dated April 2, 1991 (the "Advisory Agreement"); and WHEREAS, the Fund is creating a new Portfolio (as such term is defined in the Advisory Agreement) known as International Fund; and WHEREAS, the Fund and the Adviser contemplate that the Adviser will retain a sub-adviser with respect to International Fund and wish to make provision therefor. NOW, THEREFORE, the Fund and the Adviser agree as follows: 1. In performing its services under the Advisory Agreement, the Adviser may at its option and expense, with respect to International Fund only, appoint a sub-adviser, which shall assume such responsibilities and obligations of the Adviser pursuant to the Advisory Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by the sub-adviser on behalf of International Fund shall be subject to approval or ratification by the Adviser. Any appointment of a sub-adviser and assumption of responsibilities and obligations of the Adviser by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of International Fund. Any appointment of a sub-adviser for International Fund pursuant hereto shall in no way limit or diminish the Adviser's obligations and responsibilities under the Advisory Agreement. 2. The Advisory Agreement, as supplemented hereby, is hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the Fund and the Adviser have caused this Supplement to be executed by their duly authorized officers as of the day and year first above written. FIRST AMERICAN INVESTMENT FUNDS, INC. By Its FIRST BANK NATIONAL ASSOCIATION By Its EX-99.B5B 6 EXHIBIT 5(b) SUB-ADVISORY AGREEMENT This Agreement, made as of this 28th day of March 1994, by and between First Bank National Association, a national banking association organized and existing under the laws of the United States of America (the "Adviser"), and Marvin & Palmer Associates, Inc., a Delaware 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, as amended (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 FAIR. 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 issued 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 or 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 based on an annual rate of 0.75% of the first $100 million of International Fund's average daily net assets, 0.70% of the second $100 million of International Fund's average daily assets, 0.65% of the third $100 million of International Fund's average daily net assets, and 0.60% of International Fund's average daily assets in excess of $300 million. This fee will be computed bases 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 paragraphs. 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 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. FIRST BANK NATIONAL ASSOCIATION By Its MARVIN & PALMER ASSOCIATES, INC. By Its EX-99.B6A 7 EXHIBIT 6(a) DISTRIBUTION AGREEMENT THIS AGREEMENT is made as of this ____ day of __________, 1994, between FIRST AMERICAN INVESTMENT FUNDS, INC., a Maryland corporation (the "Fund"), and SEI Financial Services Company (the "Distributor"), a Pennsylvania corporation. WHEREAS, the Fund is registered as an investment company with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940 Act"), and its Shares are registered with the SEC under the Securities Act of 1933, as amended ("1933 Act"); and WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended; WHEREAS, the Fund desires to appoint the Distributor to act as distributor and shareholder servicing agent for the shares of the Fund's portfolios, as now in existence or hereinafter created from time to time (collectively, the "Shares"), in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Fund and Distributor hereby agree as follows: ARTICLE 1. Sale of Shares. The Fund grants to the Distributor the exclusive right to sell Shares of each portfolio of the Fund (each a "Portfolio"), at the net asset value per Share plus, in the case of retail class Shares, the applicable sales charge, in accordance with the current prospectus, as agent and on behalf of the Fund, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("Blue Sky Laws"). ARTICLE 2. Solicitation of Sales. In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts, consistent with its other business, in connection with the distribution of Shares of the Fund; provided, however, that the Distributor shall not be prevented from entering into like arrangements with other issuers. The provisions of this paragraph do not obligate the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction when it determines it would be uneconomical for it to do so or to maintain its registration in any jurisdiction in which it is now registered nor obligate the Distributor to sell any particular number of Shares. ARTICLE 3. Authorized Representations. The Distributor is not authorized by the Fund to give any information or to make any representations other than those contained in the current registration statements and prospectuses of the Fund filed with the SEC or contained in Shareholder reports or other material that may be prepared by or on behalf of the Fund for the Distributor's use. The Distributor may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been approved by the Fund prior to their use. ARTICLE 4. Registration of Shares. The Fund agrees that it will take all action necessary to register Shares under the federal and state securities laws so that there will be available for sale the number of Shares the Distributor may reasonably be expected to sell and to pay all fees associated with said registration. The Fund shall make available to the Distributor such number of copies of its currently effective prospectus and statement of additional information as the Distributor may reasonably request. The Fund shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Fund. ARTICLE 5. Compensation and Allocation of Expenses. (a) Pursuant to the Fund's retail class Plan of Distribution adopted by the Portfolios in accordance with Rule 12b-1 under the 1940 Act (the "Plan"), the retail class of each Portfolio will pay the Distributor a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as Shareholder Servicing Fee as described in the Plan, and all or any portion of such total fee may be payable as a Distribution Fee as described in the Plan, as determined from time to time by the Fund's Board of Directors. Until further action by the Board of Directors, all of such fee shall be designated and payable as a Shareholder Servicing Fee. Amounts payable to the Distributor under the Plan may exceed or be less than the Distributor's actual Distribution Expenses and Shareholder Servicing Costs as described in (b) below. In the event such Distribution Expenses and Shareholder Servicing Costs exceed amounts payable to the Distributor under the Plan, the Distributor shall not be entitled to reimbursement by the Fund. (b) During the period of this Agreement, the Fund shall pay or cause to be paid all expenses, costs and fees incurred by the Fund which are not assumed by the Distributor. The Distributor agrees to provide, and shall pay costs which it incurs in connection with providing, administrative or accounting services to shareholders of the retail class of each Portfolio (such costs are referred to as "Shareholder Servicing Costs"). The Distributor shall also pay all of its own costs incurred in connection with the distribution of the shares of each such class ("Distribution Expenses"). Distribution Expenses include, but are not limited to, the following expenses incurred by the Distributor: initial and ongoing sales compensation (in addition to sales loads) paid to investment executives of the Distributor and to other broker-dealers and participating financial institutions which the Distributor has agreed to pay; expenses incurred in the printing of prospectuses, statements of additional information and reports used for sales purposes; expenses of preparation and distribution of sales literature; expenses of advertising of any type; an allocation of the Distributor's overhead; payments to and expenses of persons who provide support services in connection with the distribution of Fund shares; and other distribution-related expenses. Shareholder Servicing Costs include all expenses of the Distributor incurred in connection with providing administrative or accounting services to shareholders of each such class, including, but not limited to, an allocation of the Distributor's overhead and payments made to persons, including employees of the Distributor, who respond to inquiries of shareholders regarding their ownership of such classes of shares, or who provide other administrative or accounting services not otherwise required to be provided by the applicable Portfolio's investment adviser, transfer agent or other agent. (c) In each year during which this Agreement remains in effect, the Distributor will prepare and furnish to the Board of Directors of the Fund, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth the amounts expended under this Agreement and the Plan on a class by class basis and the purposes for which those expenditures were made. ARTICLE 6. Indemnification of Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expense (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages, or expense and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Fund does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Fund to be deemed to protect the Distributor against any liability to the Fund or its Shareholders to which the Distributor or such person otherwise would be subject by reason of 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, or (ii) is the Fund to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Fund of any claim shall not relieve the Fund from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Fund and satisfactory to the indemnified defendants in the suit whose approval shall not be unreasonably withheld. In the event that the Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Directors in connection with the issuance or sale of any of its Shares. ARTICLE 7. Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (i) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (ii) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares. ARTICLE 8. Effective Date. This Agreement shall be effective upon its execution, and unless terminated as provided, shall continue in force for one year from the effective date and thereafter from year to year, provided that such annual continuance is approved by (i) either the vote of a majority of the Directors of the Fund, or the vote of a majority of the outstanding voting securities of the Fund, and (ii) the vote of a majority of those Directors of the Fund who are not parties to this Agreement or the Fund's Distribution Plan or interested persons of any such party ("Qualified Directors"), cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph the terms "vote of a majority of the outstanding voting securities", "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act. In addition, this Agreement may at any time be terminated without penalty by the Distributor, by a vote of a majority of Qualified Directors or by vote of a majority of the outstanding voting securities of the Fund upon not less than sixty days prior written notice to the other party. ARTICLE 9. Notices. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Fund, at c/o Kevin P. Robins, General Counsel, SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087; and to its Secretary at the following address: Michael J. Radmer, Esq., Dorsey & Whitney P.L.L.P., 220 South Sixth Street, Minneapolis, MN 55402-1498; and if to the Distributor, 680 East Swedesford Road, Wayne, PA 19087. ARTICLE 10. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS, the Fund and Distributor have each duly executed this Agreement, as of the day and year above written. FIRST AMERICAN INVESTMENT FUNDS, INC. By:________________________ Attest:______________________ SEI FINANCIAL SERVICES COMPANY By:________________________ Attest:______________________ EX-99.B6B 8 EXHIBIT 6(b) FIRST AMERICAN INVESTMENT FUNDS, INC. DISTRIBUTION AND SERVICE AGREEMENT FOR CLASS B SHARES (CONTINGENT DEFERRED SALES CHARGE CLASSES) THIS AGREEMENT is made as of the 1st day of August, 1994, as amended September 14, 1994, between FIRST AMERICAN INVESTMENT FUNDS, INC., a Maryland corporation (the "Fund"), and SEI Financial Services Company (the "Distributor"), a Pennsylvania corporation. WHEREAS, the Fund is registered as an investment company with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("1940 Act"), and its shares are registered with the SEC under the Securities Act of 1933, as amended ("1933 Act"); and WHEREAS, the Distributor is registered as a broker-dealer with the SEC under the Securities Exchange Act of 1934, as amended; WHEREAS, the Fund desires to appoint the Distributor to act as distributor and shareholder servicing agent for the Class B shares of the Fund's portfolios, as now in existence or hereinafter created from time to time (collectively, the "Shares"), in accordance with the terms and conditions of this Agreement: NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, the Fund and Distributor hereby agree as follows: ARTICLE 1. Distribution Activities. A. Sale of Shares. The Fund grants to the Distributor the exclusive right to sell Shares of each portfolio of the Fund (each a "Portfolio"), at net asset value in accordance with the current prospectus for the Shares, as agent and on behalf of the Fund, during the term of this Agreement and subject to the registration requirements of the 1933 Act, the rules and regulations of the SEC and the laws governing the sale of securities in the various states ("Blue Sky Laws"). B. Solicitation of Sales. In consideration of these rights granted to the Distributor, the Distributor agrees to use all reasonable efforts, consistent with its other business, in connection with the distribution of Shares; provided, however, that the Distributor shall not be prevented from entering into like arrangements with other issuers. The provisions of this paragraph do not obligate the Distributor to register as a broker or dealer under the Blue Sky Laws of any jurisdiction when it determines it would be uneconomical for it to do so or to maintain its registration in any jurisdiction in which it is now registered or obligate the Distributor to sell any particular number of Shares. C. Authorized Representations. The Distributor is not authorized by the Fund to give any information or to make any representations other than those contained in the current registration statements and prospectuses of the Fund with respect to the Shares filed with the SEC or contained in Shareholder reports or other material that may be prepared by or on behalf of the Fund for the Distributor's use. The Distributor may prepare and distribute sales literature and other material as it may deem appropriate, provided that such literature and materials have been approved by the Fund prior to their use. D. Registration of Shares. The Fund agrees that it will take all action necessary to register Shares under the federal and state securities laws so that there will be available for sale the number of Shares the Distributor may reasonably be expected to sell and to pay all fees associated with said registration. The Fund shall make available to the Distributor such number of copies of its currently effective prospectus and statement of additional information as the Distributor may reasonably request. The Fund shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares of the Fund. ARTICLE 2. Shareholder Servicing Activities. A. Appointment. The Fund hereby appoints the Distributor as servicing agent for the Shares of each Portfolio, as agent and on behalf of the Fund in accordance with and during the term of this Agreement, and the Distributor hereby accepts such appointment. B. Shareholder Servicing Activities. As servicing agent for the Shares of each Portfolio, and in consideration of the compensation payable pursuant to Article 4 hereof, the Distributor shall provide personal, continuing services to investors in the Shares of each Portfolio, including but not limited to providing ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the Portfolios, responding to inquiries of the holders of Shares regarding their ownership of Shares or their accounts with the Fund, and providing administrative or accounting services with respect to the Shares of the Portfolios not otherwise provided by other agents of the Fund. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. ("NASD") adopts a definition of "service fee" for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. ARTICLE 3. Compensation for Distribution Activities. (a) As compensation for providing distribution services pursuant to Article 1 hereof, the Distributor shall receive: (1) In respect of the Shares of each Portfolio, pursuant to the Fund's Plan of Distribution with respect to Class B Shares adopted by each such class in accordance with Rule 12b-1 under the 1940 Act (the "Distribution Plan"), a fee in connection with distribution-related services provided in respect of such class, calculated and payable monthly as soon as practicable after the end of the calendar month within which such fee accrues, but in any event prior to the tenth day following the end of such calendar month, at the annual rate of .75% of the value of the average daily net assets of such class. (2) All contingent deferred sales charges applied on redemptions of Shares of such Portfolio, payable at such time as the redemption proceeds in respect of the redemption giving rise to the contingent deferred sales charge is paid to the redeeming shareholder; provided that whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement registering the Shares then in effect with the SEC. (b) Amounts payable to the Distributor under the Distribution Plan may exceed or be less than the Distributor's actual costs incurred in connection with the distribution of the Shares of each such class, as described in Article 5 below. In the event such Distribution Expenses (as defined in Article 5) exceed amounts payable to the Distributor under the Distribution Plan, the Distributor shall not be entitled to reimbursement by the Fund. (c) The Distributor may reallow any or all of the distribution fees and contingent deferred sales charges which it is paid under this Agreement to such dealers as the Distributor may from time to time determine. (d) The Distributor may transfer its right to the payments described in this Article 3 to third persons who provide funding to the Distributor, provided that any such transfer shall not be deemed a transfer of the Distributor's obligations under this Agreement. Upon receipt of direction from the Distributor to pay such fees to a transferee, the Fund shall make payment in accordance with such direction. ARTICLE 4. Compensation for Shareholder Service Activities. (a) As compensation for providing shareholder services pursuant to Article 2 hereof, the Distributor shall receive in respect of the Shares of each Portfolio, pursuant to the Fund's Service Plan with respect to Class B Shares adopted by each such class in accordance with shareholder services provided in respect of such class, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. (b) Amounts payable to the Distributor under the Service Plan may exceed or be less than the Distributor's actual costs incurred in connection with the provision of shareholder services for the Shares, as described in Article 5 below. In the event such Shareholder Servicing Expenses (as defined in Article 5) exceed amounts payable to the Distributor under the Service Plan, the Distributor shall not be entitled to reimbursement by the Fund. (c) The Distributor may reallow all or any part of, or pay compensation from, the amounts payable to the Distributor under the Service Plan to such persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares of the Portfolios or provide other administrative or accounting services for the Shares, as the Distributor may from time to time determine. ARTICLE 5. Expenses. During the period of this Agreement, the Fund shall pay or cause to be paid all expenses, costs and fees incurred by the Fund which are not assumed by the Distributor. The Distributor shall pay all of its own costs incurred in connection with the distribution of the Shares of each Portfolio pursuant to Article 1 hereof ("Distribution Expenses"). The Distributor shall also pay all of its own costs incurred in connection with providing the personal, continuing services to shareholders of the Shares of each Portfolio pursuant to Article 3 hereof ("Shareholder Servicing Expenses"). Distribution Expenses include, but are not limited to, the following expenses incurred by the Distributor: initial and ongoing sales compensation (in addition to sales loads) paid to investment executives of the Distributor and to other broker-dealers and participating financial institutions which the Distributor has agreed to pay; expenses incurred in the printing of prospectuses, statements of additional information and reports used for sales purposes; expenses of preparation and distribution of sales literature; expenses of advertising of any type; an allocation of the Distributor's overhead; payments to and expenses of persons who provide support services in connection with the distribution of Fund shares; and other distribution-related expenses. Shareholder Servicing Expenses include all expenses of the Distributor incurred in connection with providing administrative or accounting services to shareholders of the Shares of each Portfolio, including, but not limited to, an allocation of the Distributor's overhead and payments made to persons, including employees of the Distributor, who respond to inquiries of shareholders regarding their ownership of Shares, or who provide other administrative or accounting services for the Shares class not otherwise required to be provided by the applicable Portfolio's investment adviser, transfer agent or other agent. (b) In each year during which this Agreement remains in effect, the Distributor will prepare and furnish to the Board of Directors of the Fund, on a quarterly basis, written reports complying with the requirements of Rule 12b-1 under the 1940 Act that set forth (i) the amounts expended under this Agreement and the Distribution Agreement as Distribution Expenses for the Shares of each Portfolio and the purposes for which those expenditures were made, and (ii) the amounts expended under this Agreement and the Service Agreement as Shareholder Servicing Expenses for the Shares of each Portfolio and the purposes for which those expenditures were made. ARTICLE 6. Indemnification of Distributor. The Fund agrees to indemnify and hold harmless the Distributor and each of its directors and officers and each person, if any, who controls the Distributor within the meaning of Section 15 of the 1933 Act against any loss, liability, claim, damages or expenses (including the reasonable cost of investigating or defending any alleged loss, liability, claim, damages or expenses and reasonable counsel fees and disbursements incurred in connection therewith), arising by reason of any person acquiring any Shares, based upon the ground that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements made not misleading. However, the Fund does not agree to indemnify the Distributor or hold it harmless to the extent that the statements or omission was made in reliance upon, and in conformity with, information furnished to the Fund by or on behalf of the Distributor. In no case (a) is the indemnity of the Fund to be deemed to protect the Distributor against any liability to the Fund or its Shareholders to which the Distributor or such person otherwise would be subject by reason of 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, or (b) is the Fund to be liable to the Distributor under the indemnity agreement contained in this paragraph with respect to any claim made against the Distributor or any person indemnified unless the Distributor or other person shall have notified the Fund in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Distributor or such other person (or after the Distributor or the person shall have received notice of service on any designated agent). However, failure to notify the Fund of any claim shall not relieve the Fund from any liability which it may have to the Distributor or any person against whom such action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Fund shall be entitled to participate at its own expense in the defense or, if it elects, to assume the defense of any suit brought to enforce any claims subject to this indemnity provision. If the Fund elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by the Fund and satisfactory to the indemnified defendants in the suits whose approval shall not be unreasonably withheld. In the event that the Fund elects to assume the defense of any suit and retain counsel, the indemnified defendants shall bear the fees and expenses of any additional counsel retained by them. If the Fund does not elect to assume the defense of a suit, it will reimburse the indemnified defendants for the reasonable fees and expenses of any counsel retained by the indemnified defendants. The Fund agrees to notify the Distributor promptly of the commencement of any litigation or proceedings against it or any of its officers or Directors in connection with the issuance or sale of any of its Shares. ARTICLE 7. Indemnification of Fund. The Distributor covenants and agrees that it will indemnify and hold harmless the Fund and each of its Directors and officers and each person, if any, who controls the Fund within the meaning of Section 15 of the 1933 Act, against any loss, liability, damages, claim or expense (including the reasonable cost of investigating or defending any alleged loss, liability, damages, claim or expense and reasonable counsel fees incurred in connection therewith) based upon the 1933 Act or any other statute or common law and arising by reason of any person acquiring any Shares, and alleging a wrongful act of the Distributor or any of its employees or alleging that the registration statement, prospectus, Shareholder reports or other information filed or made public by the Fund (as from time to time amended) included an untrue statement of a material fact or omitted to state a material fact required to be stated or necessary in order to make the statements not misleading, insofar as the statement or omission was made in reliance upon and in conformity with information furnished to the Fund by or on behalf of the Distributor. In no case (a) is the indemnity of the Distributor in favor of the Fund or any other person indemnified to be deemed to protect the Fund or any other person against any liability to which the Fund or such other person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement, or (b) is the Distributor to be liable under its indemnity agreement contained in this paragraph with respect to any claim made against the Fund or any person indemnified unless the Fund or person, as the case may be, shall have notified the Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Fund or upon any person (or after the Fund or such person shall have received notice of service on any designated agent). However, failure to notify the Distributor of any claim shall not relieve the Distributor from any liability which it may have to the Fund or any person against whom the action is brought otherwise than on account of its indemnity agreement contained in this paragraph. The Distributor shall be entitled to participate, at its own expense, in the defense or, if it so elects, to assume the defense of any suit brought to enforce the claim, but if the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by the Distributor and satisfactory to the indemnified defendants whose approval shall not be unreasonably withheld. In the event that the Distributor elects to assume the defense of any suit and retain counsel, the defendants in the suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any suit, it will reimburse the indemnified defendants in the suit for the reasonable fees and expenses of any counsel retained by them. The Distributor agrees to notify the Fund promptly of the commencement of any litigation or proceedings against it in connection with the issue and sale of any of the Fund's Shares. ARTICLE 8. Effective Date. This Agreement shall be effective upon its execution, and unless terminated as provided, shall continue in force for one year from the effective date and thereafter from year to year, provided that such annual continuance is approved by (a) either the vote of a majority of the Directors of the Fund, or the vote of a majority of the outstanding voting securities of the Shares of each Portfolio, and (b) the vote of a majority of those Directors of the Fund who are not parties to this Agreement or the Fund's Distribution Plan or Service Plan or interested persons of any such party ("Qualified Directors"), cast in person at a meeting called for the purpose of voting on the approval. This Agreement shall automatically terminate in the event of its assignment. As used in this paragraph, the terms "votes of a majority of the outstanding voting securities," "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act. In addition, this Agreement may at any time be terminated without penalty by the Distributor, by a vote of a majority of Qualified Directors or by vote of a majority of the outstanding voting securities of the Shares class of any Portfolio upon not less than sixty days' prior written notice to the other party. ARTICLE 9. Notices. Any notice required or permitted to be given by either party to the other shall be deemed sufficient if sent by registered or certified mail, postage prepaid, addressed by the party giving notice to the other party at the last address furnished by the other party to the party giving notice: if to the Fund, at c/o Kathryn L. Stanton, Associate General Counsel, SEI Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087; and to its Secretary at the following address: Michael J. Radmer, Esq., Dorsey & Whitney P.L.L.P., 220 South Sixth Street, Minneapolis, MN 55402-1498; and if to the Distribution, 680 East Swedesford Road, Wayne, PA 19087. ARTICLE 10. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Maryland and the applicable provisions of the 1940 Act. To the extent that the applicable laws of the State of Maryland, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control. ARTICLE 11. Multiple Originals. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument. IN WITNESS, the Fund and the Distributor have each duly executed this Agreement, as of the day and year above written. FIRST AMERICAN INVESTMENT FUNDS, INC. By: ______________________ Attest: ___________________ SEI FINANCIAL SERVICES COMPANY By: ______________________ Attest: ___________________ EX-99.B6C 9 EXHIBIT 6(c) FIRST AMERICAN INVESTMENT FUNDS, INC. SEI FINANCIAL SERVICES COMPANY SUR-DISTRIBUTION AND SERVICING AGREEMENT ___________, 199_ Gentlemen: SEI Financial Services Company ("SFS"), a Pennsylvania corporation, serves as distributor (the "Distributor") of First American Investment Funds, Inc. (the "Fund"), which is an open-end investment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Fund offers its shares ("Shares") to the public in accordance with the terms and conditions contained in the Fund's Prospectus. The term "Prospectus" used herein refers to the prospectus on file with the Securities and Exchange Commission which is part of the registration statement of the Funds under the Securities Act of 1933 (the "Securities Act"). In connection with the foregoing you may serve as a participating dealer (and, therefore, accept orders for the purchase or redemption of Shares, respond to shareholder inquiries and perform other related functions) on the following terms and conditions: 1. Participating Dealer. You are hereby designated a Participating Dealer and as such are authorized (i) to accept orders for the purchase of Retail Class Shares ("Shares") of the portfolios of the Fund and to transmit to the Fund such orders and the payment made therefor, (ii) to accept orders for the redemption of Shares and to transmit to the Fund such orders and all additional material, including any certificates for Shares, as may be required to complete the redemption, and (iii) to assist shareholders with the foregoing and other matters relating to their investments in the Fund and to the distribution of Shares, in each case subject to the terms and conditions set forth in the Prospectus for each portfolio of the Fund. You are to review each Share purchase or redemption order submitted through you or with your assistance for completeness and accuracy. You further agree that, if requested by the Distributor, you will undertake from time to time certain shareholder communication activities ("shareholder services"), as requested by the Distributor, for customers of yours ("Customers") who have purchased Shares. You may perform these duties yourself or subcontract them to a third party of your choice. These shareholder services may include one or more of the following services as determined by the Distributor: (i) responding to Customer inquiries relating to the services performed by you; (ii) responding to routine inquiries from Customers concerning their investments in Shares; and (iii) providing such other similar services as may be reasonably requested by the Distributor to the extent you are permitted to do so under applicable statutes, rules and regulations. In addition, you agree to perform one or more of the following as may be requested from time to time by the Distributor: (i) establishing and maintaining accounts and records relating to Customers that invest in Shares, including taxpayer identification number certifications; (ii) processing dividend and distribution payments from the Funds on behalf of Customers; (iii) providing information periodically to Customers showing their positions in Shares and forwarding sales literature and advertising provided by the Distributor; (iv) arranging for bank wires; (v) providing subaccounting with respect to Shares owned of record or beneficially by Customers or providing the information to the Fund necessary for subaccounting; (vi) if required by law, forwarding shareholder communications from the Fund (such as proxies, shareholder reports, annual and semi-annual financial statements and dividend, distribution and tax notices) to Customers; (vii) assisting in processing purchase, exchange and redemption requests from Customers and in placing such orders with the Fund's service contractors; and (viii) assisting Customers in changing dividend options, account designations and addresses. In performing the services described in this Agreement, you will provide such office space and equipment, telephone facilities and personnel (which may be any part of the space, equipment and facilities currently used your business or any personnel employed by you) as may be reasonably necessary or beneficial to provide such services. 2. Execution of Orders for Purchases and Redemptions of Shares. All orders for the purchase of any Shares shall be executed at the then current public offering price per Share (i.e., the net asset value per Share plus the applicable sales load, if any) and all orders for the redemption of any Shares shall be executed at the net asset value per Share, plus any applicable redemption charge, in each case as described in the prospectus of the Funds. The Fund and SFS reserve the right to reject any purchase request at their sole discretion. If required by law, each transaction shall be confirmed in writing on a fully disclosed basis. The procedures relating to all orders and the handling of them will be subject to the terms of the prospectus of the Fund and SFS' written instructions to you from time to time. Payments for Shares shall be made as specified in the applicable prospectus. If payment for any purchase order is not received in accordance with the terms of the applicable prospectus or if an order for purchase, redemption, transfer or registration of Shares is changed or altered, the Fund and SFS reserve the right, without notice, to cancel the sale, redemption, transfer or registration and to hold you responsible for any loss sustained as a result thereof. 3. Limitation of Authority. No person is authorized to make any representations concerning the Fund, a portfolio of the Fund, or the Shares except those contained in the Prospectus of each portfolio of the Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to a Fund without the prior written approval of the Distributor. 4. Compensation. As compensation for the provision of the services described herein, you will look solely to the Distributor, and you acknowledge that the Fund shall have no direct responsibility for any compensation due to you. In addition to any sales charge payable to you by your customer pursuant to the schedule included in the current prospectus for the portfolios of the Fund, the Distributor may pay you a service fee for performing shareholder services, as established by the Distributor from time to time in its sole discretion, and other compensation in the amounts and at the times as the Distributor may determine from time to time in its sole discretion, with respect to the average daily net asset value of the Shares owned of record or beneficially by your Customers for whom you are the dealer of record or the holder of record or with whom you have a servicing relationship as full payment for the services and facilities provided by you under this agreement. In no event will the fee for performing shareholder services exceed .25% (25 basis points) of such average daily net assets. These fees will be computed daily and paid monthly. You acknowledge any compensation to be paid to you by the Distributor shall be paid from the Rule 12b-1 Plan adopted by the Fund and that to the extent the Distributor waives any payments to it from the Rule 12b-1 Plan the amounts payable to you will also be reduced. In addition, by acceptance of this Agreement, you further acknowledge and agree that, under rules promulgated by the Securities and Exchange Commission, a money market fund may only have more than one class outstanding for as long as it declares dividends on a daily basis and accrues any Rule 12b-1 payment and other class expenses daily. Accordingly, to the extent you are entitled to receipt of payments under this Agreement for the provision of services to a money market portfolio of the Fund, you agree to waive your right to receive any such compensation to the extent necessary to ensure that payments required to be accrued on any day do not exceed income accrued for such day in order to maintain the same net asset value per share for all classes of such money market portfolio. 5. Prospectus and Reports. You agree to comply with the provisions contained in the Securities Act governing the distribution of prospectuses to persons to whom you offer Shares. You further agree to deliver, upon our request, copies of any amended Prospectus of the Fund to purchasers whose Shares you are holding as record owner. 6. Qualification to Act. You represent that you are either (a) a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD") or (b) a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, as amended, and have been duly authorized by proper corporate action to enter into this Agreement and to perform your obligations hereunder, evidence of which corporate action shall be properly maintained and made part of your corporate records. If you are a member of the NASD, your expulsion or suspension from the NASD will automatically terminate this Agreement on the effective date of such expulsion or suspension. If you are a bank, or a subsidiary or an affiliate of a bank, you represent that you possess the legal authority to perform the services contemplated by this Agreement without violating applicable banking laws and regulations, and this Agreement shall automatically terminate in the event that you no longer possess such authority. You agree that you will not offer Shares to persons in any jurisdiction in which you may not lawfully make such offer due to the fact that you have not registered under, or are not exempt from, the applicable registration or licensing requirements of such jurisdiction. If you are a member of the NASD, you agree that in performing the services under this Agreement, you at all times will comply with the Rules of Fair Practice of the NASD, including, without limitation, the provisions of Section 26 of such Rules and any other regulations or guidelines issued by the NASD. You agree that you will not combine customer orders to reach breakpoints in commissions for any purpose whatsoever unless authorized by the then current Prospectus in respect of Shares of a particular class or by us in writing. You also agree that you will place orders immediately upon their receipt and will not withhold any order so as to profit therefrom. In determining the amount payable to you hereunder, we reserve the right to exclude any sales which we reasonably determine are not made in accordance with the terms of the Prospectus and provisions of the Agreement. 7. Blue Sky. The Fund has registered an indefinite number of Shares under the Securities Act. The Fund intends to register or qualify in certain states where registration or qualification is required. We will inform you as to the states or other jurisdictions in which we believe the Shares have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states. You agree that you will offer Shares to your customers only in those states where such Shares have been registered, qualified, or an exemption is available. We assume no responsibility or obligation as to your right to sell Shares in any jurisdiction. We will file with the Department of State in New York a State Notice and a Further State Notice with respect to the Shares, if necessary. 8. Authority of Fund and Participating Dealer. The Fund shall have full authority to take such action as it deems advisable in respect of all matters pertaining to the offering of its Shares, including the right not to accept any order for the purchase of Shares. You shall be deemed an independent contractor and not an agent of the Fund, for all purposes hereunder and shall have no authority to act for or represent the Fund. You will not act as an "underwriter" of "distributor" of shares, as those terms are used in the 1940 Act, the Securities Act of 1933, and rules and regulations promulgated thereunder. 9. Recordkeeping. You will (i) maintain all records required by law to be kept by you relating to transactions in Shares and, upon request by the Fund, promptly make such of these records available to the Fund as the Fund may reasonably request in connection with its operations and (ii) promptly notify the Fund if you experience any difficulty in maintaining the records described in the foregoing clauses in an accurate and complete manner. If you hold shares as a record owner for your customers, you will be responsible for maintaining all necessary books and customer account records which reflect their beneficial ownership of shares of Fund, which records shall specifically reflect that you are holding Fund Shares as agent, custodian or nominee for your customers. 10. Liability. The Distributor shall be under no liability to you except for lack of good faith and for obligations expressly assumed by them hereunder. In carrying out your obligations, you agree to act in good faith and without negligence. For all purposes of this Agreement you will be deemed to be an independent contract, and will have no authority to act as agent for the Distributor or the Fund in any matter or in any respect. By your acceptance of this Agreement, you agree to and do release, indemnify and hold the Distributor and the Fund harmless from and against any and all liabilities, losses and costs (including reasonable attorneys' fees and expenses) arising from any direct or indirect actions or inactions of or by you or your officers, employees or agents regarding your responsibilities hereunder or the purchase, redemption, transfer or registration of Shares (or orders relating to the same) by or on behalf of Customers. Nothing contained in this Agreement is intended to operate as a waiver by the Distributor or you of compliance with any provision of the Investment Company Act, the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Advisors Act of 1940, or the rules and regulations promulgated by the Securities and Exchange Commission thereunder. 11. Amendment. This Agreement may be amended by written consent of both parties. 12. Termination. This Agreement may be terminated by either party, without penalty, upon ten days' notice to the other party and shall automatically terminate in the event of its assignment (as defined in the Investment Company Act). This Agreement may also be terminated at any time for the Fund without penalty by the vote of a majority of the members of the Board of Directors of the Fund who are not "interested persons" (as defined in the Investment Company Act) and who have no direct or indirect financial interest in the operation of the Distribution Agreement between the Fund and the Distributor or by the vote of a majority of the outstanding voting securities of the Fund. 13. Communications. All communications to the Distributor should be sent to SEI Financial Services Company, 680 East Swedesford Road, Wayne, Pennsylvania 19087, Attention: President. Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below. 14. Severability and Governing Law. If any provision of this Agreement shall be held or made invalid by a decision in a judicial or administrative proceeding, statute, rule or otherwise, the enforceability of the remainder of this Agreement will not be impaired thereby. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania. In addition, you acknowledge and agree that this Agreement has been entered into pursuant to Rule 12b-1 under the Investment Company Act, and is subject to the provisions of said Rule, as well as any other applicable rules or regulations promulgated by the Securities and Exchange Commission. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us one copy of this agreement. SEI FINANCIAL SERVICES COMPANY __________________________ (Authorized Signature) Vice President Confirmed and accepted: Firm Name: By:_________________________ (Authorized Signature) Title:_______________________ Address:_____________________ Date:_______________________ EX-99.B8 10 EXHIBIT 8 CUSTODIAN AGREEMENT FIRST AMERICAN INVESTMENT FUNDS, INC. FIRST TRUST NATIONAL ASSOCIATION THIS AGREEMENT, made this 20th day of September, 1993, by and between First American Investment Funds, Inc., 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 with its principal place of business at Minneapolis, Minnesota (hereinafter called the "Custodian"). WITNESSETH: WHEREAS, the Fund is a mutual fund that currently offers its shares in twelve series -- Government Bond Fund, Municipal Bond Fund, Fixed Income Fund, Intermediate Term Income Fund, Limited Term Income Fund, Mortgage Securities Fund, Stock Fund, Special Equity Fund, Equity Index Fund, Regional Equity Fund, Asset Allocation Fund, and Balanced Fund -- the investment portfolios, investment objectives, and other aspects of which are different in certain respects. WHEREAS, the Fund desires that its securities and cash shall be hereafter held and administered by the Custodian, pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual agreements herein made, the Fund and the Custodian agree as follows: ARTICLE 1. DEFINITIONS The word "Securities" as used herein shall be construed to include, without being limited to, shares, stocks, treasury stocks, including any stocks of the Fund, options, notes, bonds, debentures, evidences of indebtedness, certificates of interest or participation in any profit-sharing agreements, collateral trust certificates, reorganization certificates or subscriptions, transferable shares, investment contracts, voting trust certificates, certificates of deposit for a security, fractional or undivided interests in oil, gas, or other mineral rights, or any certificates of interest or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or purchase any of the foregoing, acceptances and other obligations, and any evidence of any right or interest in or to any property or assets, financial futures contracts and options thereon, and any other interest or instrument commonly known as a security or commodity. The word "Series" shall refer individually or collectively, as the context requires, to Government Bond Fund, Municipal Bond Fund, Fixed Income Fund, Intermediate Term Income Fund, Limited Term Income Fund, Mortgage Securities Fund, Stock Fund, Special Equity Fund, Equity Index Fund, Regional Equity Fund, Asset Allocation Fund, and Balanced Fund, and any further series of common stock of the Fund created hereafter by resolution of the Fund's board of directors and on behalf of which series of common stock the Fund's board of directors adopts this Agreement. The words "Written Order from the Fund" shall mean a request or direction or certification in writing directed to the Custodian and signed in the name of the Fund by any two of the individuals designated in the current certified list referred to in Article 2, provided that one of the individuals so signing shall be an officer of the Fund designated in said current certified list. ARTICLE 2. NAMES TITLES AND SIGNATURES OF FUND'S OFFICERS The Fund shall certify to the Custodian the names, titles, and signatures of officers and other persons who are authorized to give Written Orders to the Custodian on behalf of each individual Series of the Fund. The Fund agrees that, whenever any change in such authorization occurs, it will file with the Custodian a new certified list of names, titles, and signatures which shall be signed by at least one officer previously certified to the Custodian if any such officer still holds an office in the Fund. The Custodian is authorized to rely and act upon the names, titles, and signatures of the individuals as they appear in the most recent such certified list which has been delivered to the Custodian as hereinbefore provided. ARTICLE 3. RECEIPT AND DISBURSING OF MONEY Section (1). The Fund shall from time to time cause cash owned by the Fund to be delivered or paid to the Custodian for the account of any Series, but the Custodian shall not be under any obligation or duty to determine whether all cash of the Fund is being so deposited, to which Series account any such cash is being deposited, or to take any action or to give any notice with respect to cash not so deposited. The Custodian agrees to hold such cash, together with any other sum collected or received by it for or on behalf of the Fund, for the account of the Fund Series designated by the Fund, in the name of "First American Investment Funds, Inc., Custodian Account, [Government Bond Fund], [Municipal Bond Fund], [Fixed Income Fund], [Intermediate Term Income Fund], [Limited Term Income Fund], [Mortgage Securities Fund], [Stock Fund], [Special Equity Fund], [Equity Index Fund], [Regional Equity Fund], [Asset Allocation Fund], and [Balanced Fund]" (or in the name of any Series created hereafter and adopting this Agreement) in conformity with the terms of this Agreement. The Custodian shall make payments of cash for the account of the Fund only: (a) for bills, statements and other obligations of Fund (including but not limited to obligations in connection with the conversion, exchange or surrender of securities owned by Fund, interest charges, dividend disbursements, taxes, management fees, custodian fees, legal fees, auditors' fees, transfer agents' fees, brokerage commissions, compensation to personnel, and other operating expenses of Fund) pursuant to Written Orders from the Fund setting forth the name of the person to whom payment is to be made, the amount of the payment, and the purpose of the payment; (b) as provided in Article 4 hereof; and (c) upon the termination of this Agreement. Section (2). The Custodian is hereby appointed the attorney-in-fact of the Fund to enforce and collect all checks, drafts, or other orders for the payment of money received by the Custodian for the account of the Fund and drawn to or to the order of the Fund and to deposit them in said Custodian Account of the Fund. ARTICLE 4. RECEIPT OF SECURITIES The Fund agrees to place all of its Securities in the custody of the Custodian for the account of any Series, but the Custodian shall not be under any obligation or duty to determine whether all Securities of the Fund are being so deposited, to which Series account any such Securities are being deposited, or to require that they be so deposited, or to take any action or give any notice with respect to the Securities not so deposited. The Custodian agrees to hold such Securities for the account of the Series of the Fund designated by the Fund, in the name of the Fund or of bearer or of a nominee of the Custodian, and in conformity with the terms of this Agreement. The Custodian also agrees, upon Written Order from the Fund, to receive from persons other than the Fund and to hold for the account of the Series of the Fund designated by the Fund Securities specified in said Written Order, and, if the same are in proper form, to cause payment to be made therefor to the persons from whom such Securities were received, from the funds of the Fund held by it in said Custodian Account in the amounts provided and in the manner directed by the Written Order from the Fund. The Custodian agrees that all Securities of the Fund placed in its custody shall be kept physically segregated at all times from those of any other person, firm, or corporation, and shall be held by the Custodian with all reasonable precautions for the safekeeping thereof, with safeguards substantially equivalent to those maintained by the Custodian for its own Securities. Subject to such rules, regulations, and orders as the Securities and Exchange Commission may adopt, the Fund may direct the Custodian to deposit all or any part of the Securities owned by the Fund in a system for the central handling of Securities established by a national securities exchange or a national securities association registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or such other person as may be permitted by the Commission, pursuant to which system all Securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such Securities, provided that all such deposits shall be subject to withdrawal only at the direction of the Fund. ARTICLE 5. TRANSFER, EXCHANGE REDELIVERY ETC. OF SECURITIES The Custodian agrees to transfer, exchange, or deliver Securities as provided in Article 6, or on receipt by it of, and in accordance with, a Written Order from the Fund in which the Fund shall state specifically which of the following cases is covered thereby, provided that it shall not be the responsibility of the Custodian to determine the propriety or legality of any such order: (a) In the case of deliveries of Securities sold by the Fund, against receipt by the Custodian of the proceeds of sale and after receipt of a confirmation from a broker or dealer with respect to the transaction; (b) In the case of deliveries of Securities which may mature or be called, redeemed, retired, or otherwise become payable, against receipt by the Custodian of the sums payable thereon or against interim receipts or other proper delivery receipts; (c) In the case of deliveries of Securities which are to be transferred to and registered in the name of the Fund or of a nominee of the Custodian and delivered to the Custodian for the account of the Fund, against receipt by the Custodian of interim receipts or other proper delivery receipts; (d) In the case of deliveries of Securities to the issuer thereof, its transfer agent or other proper agent, or to any committee or other organization for exchange for other Securities to be delivered to the Custodian in connection with a reorganization or recapitalization of the issuer or any split-up or similar transaction involving such Securities, against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts; (e) In the case of deliveries of temporary certificates in exchange for permanent certificates, against receipt by the Custodian of such permanent certificates or against interim receipts or other proper delivery receipts; (f) In the case of deliveries of Securities upon conversion thereof into other Securities, against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts; (g) In the case of deliveries of Securities in exchange for other Securities (whether or not such transactions also involve the receipt or payment of cash), against receipt by the Custodian of such other Securities or against interim receipts or other proper delivery receipts; (h) In a case not covered by the preceding paragraphs of this Article, upon receipt of a resolution adopted by the Board of Directors of the Fund, signed by an officer of the Fund and certified to by the Secretary, specifying the Securities and assets to be transferred, exchanged, or delivered, the purposes for which such delivery is being made, declaring such purposes to be proper corporate purposes, and naming a person or persons (each of whom shall be a properly bonded officer or employee of the Fund) to whom such transfer, exchange, or delivery is to be made; and (i) In the case of deliveries pursuant to paragraphs (a), (b), (c), (d), (e), (f), and (g) above, the Written Order from the Fund shall direct that the proceeds of any Securities delivered, or Securities or other assets exchanged for or in lieu of Securities so delivered, are to be delivered to the Custodian. ARTICLE 6. CUSTODIAN'S ACTS WITHOUT INSTRUCTIONS Unless and until the Custodian receives contrary Written Orders from the Fund, the Custodian shall without order from the Fund: (a) Present for payment all bills, notes, checks, drafts, and similar items, and all coupons or other income items (except stock dividends), held or received for the account of the Fund, and which require presentation in the ordinary course of business, and credit such items to the aforesaid Custodian Account of the Fund pursuant to Custodian's then current funds availability schedule; but Custodian shall have no duty to take action to effect collection of any amount if the assets upon which such payment is due are in default or if payment is refused after due demand and presentation; (b) Present for payment all Securities which may mature or be called, redeemed, retired, or otherwise become payable and credit such items to the aforesaid Custodian Account of the Fund pursuant to Custodian's then current funds availability schedule; but Custodian shall have no duty to take action to effect collection of any amount if the assets upon which such payment is due are in default or if payment is refused after due demand and presentation; (c) Hold for and credit to the account of the Fund all shares of stock and other Securities received as stock dividends or as the result of a stock split or otherwise from or on account of Securities of the Fund, and notify the Fund promptly of the receipt of such items; (d) Deposit any cash received by it from, for or on behalf of the Fund to the credit of the Fund in the aforesaid Custodian Account (in its own deposit department without liability for interest); (e) Charge against the aforesaid Custodian Account for the Fund disbursements authorized to be made by the Custodian hereunder and actually made by it, and notify the Fund of such charges at least once a month; (f) Deliver Securities which are to be transferred to and reissued in the name of the Fund, or of a nominee of the Custodian for the account of the Fund, and temporary certificates which are to be exchanged for permanent certificates, to a proper transfer agent for such purpose against interim receipts or other proper delivery receipts; and (g) Hold for disposition in accordance with Written Orders from the Fund hereunder all options, rights, and similar Securities which may be received by the Custodian and which are issued with respect to any securities held by it hereunder, and notify the Fund promptly of the receipt of such items. ARTICLE 7. DELIVERY OF PROXIES The Custodian shall deliver promptly to the Fund all proxies, written notices, and communications with relation to Securities held by it which it may receive from securities issuers or obligers and/or via the industry standard information services to which Custodian subscribes. ARTICLE 8. TRANSFER The Fund shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer any Securities which it may hold for the Series accounts of the Fund. For the purpose of facilitating the handling of Securities, unless the Fund shall otherwise direct by Written Order, the Custodian is authorized to hold Securities deposited with it under this Agreement in the name of its registered nominee or nominees (as defined in the Internal Revenue Code and any Regulations of the United States Treasury Department issued thereunder or in any provision of any subsequent federal tax law exempting such transaction from liability for stock transfer taxes) and shall execute and deliver all such certificates in connection therewith as may be required by such laws or regulations or under the laws of any state. The Custodian shall advise the Fund of the certificate number of each certificate so presented for transfer and that of the certificate received in exchange therefor, and shall use its best efforts to the end that the specific Securities held by it hereunder shall be at all times identifiable. 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 then effective Federal funds rate 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 provisions 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. ARTICLE 10. CUSTODIAN'S LIABILITY FOR PROCEEDS OF SECURITIES SOLD If the mode of payment for Securities to be delivered by the Custodian is not specified in the Written Order from the Fund directing such delivery, the Custodian shall make delivery of such Securities against receipt by it of cash, a postal money order or a check drawn by a bank, trust company, or other banking institution, or by a broker named in such Written Order from the Fund, for the amount the Custodian is directed to receive. The Custodian shall be liable for the proceeds of any delivery of Securities made pursuant to this Article, but provided that it has complied with the provisions of this Article, only to the extent that such proceeds are actually received. ARTICLE 11. CUSTODIAN'S REPORT The Custodian shall furnish the Fund, as of the close of business on the last business day of each month, a statement showing all cash transactions and entries for the accounts of the Series of the Fund. The books and records of the Custodian pertaining to its actions as Custodian under this Agreement shall be open to inspection and audit, at reasonable times, by officers of, and auditors employed by, the Fund. The Custodian shall furnish the Fund with a list of the Securities held by it in custody for the account of the Fund as of the close of business on the last business day of each quarter of the Fund's fiscal year. ARTICLE 12. CUSTODIAN'S COMPENSATION The Custodian shall be paid compensation at such rates and at such times as may from time to time be agreed on in writing by the parties hereto, and the Custodian shall have a lien for unpaid compensation, to the date of termination of this Agreement, upon any cash or Securities held by it for the Series accounts of the Fund, enforceable in the manner specified in Article 9 hereof. ARTICLE 13. DURATION, TERMINATION AND AMENDMENT OF AGREEMENT This Agreement shall remain in effect, as it may from time to time be amended, until it shall have been terminated as hereinafter provided, but no such alteration or termination shall affect or impair any rights or liabilities arising out of any acts or omissions to act occurring prior to such amendment or termination. The Custodian may terminate this Agreement by giving the Fund ninety days' written notice of such termination by registered mail addressed to the Fund at its principal place of business. The Fund may terminate this Agreement by giving ninety days' written notice thereof delivered, together with a copy of the resolution of the Board of Directors authorizing such termination and certified by the Secretary of the Fund, by registered mail to the Custodian at its principal place of business. Additionally, this Agreement may be terminated with respect to any Series of the Fund pursuant to the same procedures, in which case this Agreement shall continue in full effect with respect to all other Series of the Fund. Upon termination of this Agreement, the assets of the Fund, or Series thereof, held by the Custodian shall be delivered by the Custodian to a successor custodian upon receipt by the Custodian of a copy of the resolution of the Board of Directors of the Fund, certified by the Secretary, designating the successor custodian; and if no successor custodian is designated the Custodian shall, upon such termination, deliver all such assets to the Fund. This Agreement may be amended at any time by the mutual agreement of the Fund and the Custodian. Additionally, this Agreement may be amended with respect to any Series of the Fund at any time by the mutual agreement of the Fund and the Custodian, in which case such amendment would apply to such Series amending this Agreement but not to the other Series of the Fund. This Agreement may not be assigned by the Custodian without the consent of the Fund, authorized or approved by a resolution of its Board of Directors. ARTICLE 14. SUCCESSOR CUSTODIAN Any bank or trust company into which the Custodian or any successor custodian may be merged or converted or with which it or any successor custodian may be consolidated, or any bank or trust company resulting from any merger, conversion or consolidation to which the Custodian or any successor custodian shall be a party, or any bank or trust company succeeding to the business of the Custodian, shall be and become the successor custodian without the execution of any instrument or any further act on the part of the Fund or the Custodian or any successor custodian. Any successor custodian shall have all the power, duties, and obligations of the preceding custodian under this Agreement and any amendments thereof and shall succeed to all the exemptions and privileges of the preceding custodian under this Agreement and any amendments thereof. ARTICLE 15. GENERAL Nothing expressed or mentioned in or to be implied from any provisions of this Agreement is intended to give or shall be construed to give any person or corporation other than the parties hereto any legal or equitable right remedy or claim under or in respect of this Agreement or any covenant, condition or provision herein contained, this Agreement and all of the covenants, conditions and provisions hereof being intended to be, and being, for the sole and exclusive benefit of the parties hereto and their respective successors and assigns. It is the purpose and intention of the parties hereto that the Fund shall retain all the power, rights and responsibilities of determining policy, exercising discretion and making decisions with respect to the purchase, or other acquisitions, and the sale, or other disposition, of all of its Securities, and that the duties and responsibilities of the Custodian hereunder shall be limited to receiving and safeguarding the assets and Securities of the Fund and to delivering or disposing of them pursuant to the Written Order of the Fund as aforesaid, and the Custodian shall have no authority, duty or responsibility for the investment policy of the Fund or for any acts of the Fund in buying or otherwise acquiring, or in selling or otherwise disposing of, any Securities, except as hereinbefore specifically set forth. The Custodian shall in no case or event permit the withdrawal of any money or Securities of the Fund upon the mere receipt of any director, officer, employee or agent of the Fund, but shall hold such money and Securities for disposition under the procedures herein set forth. ARTICLE 16. INSTRUCTIONS TO CUSTODIAN The Custodian may, when it deems it expedient, apply to the Fund, or to counsel for the Fund, or to its own counsel, for instructions and advice; and the Custodian shall not be liable for any action taken by it in accordance with the written instructions or advice of the Fund or of counsel for the Fund. ARTICLE 17. EFFECTIVE DATE This agreement shall become effective when it is executed and delivered by the parties hereto, which date shall not precede the date it shall have been approved by the Board of Directors of the Fund. The Fund shall transmit to the Custodian promptly after such approval by said Board of Directors a copy of its resolution embodying such approval, certified by the Secretary of the Fund. ARTICLE 18. GOVERNING LAW This agreement is executed and delivered in Minneapolis, Minnesota and the laws of the State of Minnesota shall be controlling and shall govern the construction, validity and effect of this contract. IN WITNESS WHEREOF, the Fund and the Custodian have caused this Agreement to be executed in duplicate as of the date first above written by their duly authorized officers. ATTEST: FIRST AMERICAN INVESTMENT FUNDS, INC. _____________________ By Secretary Its ATTEST: FIRST TRUST NATIONAL ASSOCIATION _____________________ By Trust Officer Its SUPPLEMENT TO CUSTODIAN AGREEMENT FIRST AMERICAN INVESTMENT FUNDS, INC. FIRST TRUST 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 with its principal place of business at Minneapolis, Minnesota (hereinafter called the "Custodian"), previously entered into that Custodian Agreement dated September 20, 1993 (the "Custodian Agreement"); and WHEREAS, the Fund has organized a new series referred to as International Fund, and desires to make provision for assets of International Fund to be custodied outside the United States pursuant to sub-custodian arrangements between the Custodian and selected sub-custodians; and WHEREAS, the Fund and the Custodian are entering into this Supplement to the Custodian Agreement in order to permit and provide for such sub-custodian arrangements with respect to International Fund. NOW, THEREFORE, the Fund and the Custodian hereby agree to supplement the Custodian Agreement as follows: 1. Terms Defined in Custodian Agreement. Capitalized terms which are used herein and are not otherwise defined herein shall have the meanings assigned to them in the Custodian Agreement. 2. Appointment of Foreign Sub-Custodians. The Custodian is authorized and instructed, through Bankers Trust Company, to employ as sub-custodians for International Fund's securities and other assets maintained outside of the United States the foreign banking institutions, foreign securities depositories and foreign clearing agencies designated on Schedule A hereto ("Foreign Sub-Custodians"). Upon receipt of Written Order from the Fund, together with a certified resolution of the Fund's Board of Directors, the Custodian and the Fund may agree to amend Schedule A from time to time to designate additional foreign banking institutions, foreign securities depositories and foreign clearing agencies to act as sub-custodians. Each foreign banking institution shall be authorized to deposit securities in foreign securities depositories and foreign clearing agencies authorized pursuant to Rule 17f-5 under the Investment Company Act of 1940, as amended (the "1940 Act"). Upon receipt of Written Order from the Fund, the Custodian shall cease the employment of any one or more of such sub-custodians for maintaining custody of International Fund's assets. 3. Assets to be Held. The Custodian shall limit the securities and other assets maintained in the custody of the Foreign Sub-Custodians to (a) "foreign securities" as defined in paragraph (c)(1) of Rule 17f-5 under the 1940 Act, and (b) cash and cash equivalents in such amount as the Custodian or the Fund may determine to be reasonably necessary in order to effect International Fund's foreign securities transactions. 4. Segregation of Securities. The Custodian shall identify on its books as belonging to International Fund the foreign securities of International Fund held by each Foreign Sub-Custodian. Each agreement pursuant to which the Custodian employs a foreign banking institution as a Foreign Sub-Custodian shall require that such institution establish a custody account for the Custodian on behalf of its customers and physically segregate in that account securities and other assets of the Custodian's customers. Each such agreement also shall provide that, if a Foreign Sub-Custodian deposits International Fund's securities in a foreign securities depository, the Foreign Sub-Custodian shall identify on its books as belonging to the Custodian, as agent for the Custodian's customers, the securities so deposited (all collectively referred to as the "Account"). 5. Agreements with Foreign Banking Institutions. Each agreement with a Foreign Sub-Custodian shall provide that (a) International Fund's assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors, except a claim of payment for the safe custody or administration of such assets; (b) beneficial ownership of International Fund's assets will be freely transferable without the payment of money or value other than for custody or administration, which may include payment of stamp duties or government taxes; (c) adequate records will be maintained identifying the assets as belonging to the customers of the Custodian; (d) officers of or auditors employed by, or other representatives of, the Custodian, including independent public accountants for the Fund, will be given access to the books and records of the Foreign Sub-Custodian relating to its actions under its agreement with the Custodian or will be given confirmation of the contents of such books and records; and (e) assets of International Fund held by the Foreign Sub-Custodian will be subject only to the instructions of the Custodian or its agents. 6. Access of Independent Public Accountants of the Fund. Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent public accountants for the Fund to be afforded access to the books and records of any foreign banking institution employed as a Foreign Sub-Custodian insofar as such books and records relate to the performance of such foreign banking institutions under their agreements with the Custodian. 7. Reports by the Custodian. The Custodian will supply to the Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of International Fund held by Foreign Sub-Custodians, including but not limited to an identification of entities having possession of International Fund's securities and other assets and advices or notifications of any transfers of securities to or from each custodian account maintained by a Foreign Sub-Custodian on behalf of International Fund indicating, as to securities acquired for International Fund, the identity of the entity having physical possession of such securities. 8. Foreign Securities Transactions. (a) Upon receipt of Written Order from the Fund, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall make or cause the applicable Foreign Sub-Custodian to make transfers, exchanges and deliveries of foreign securities of International Fund, but only (i) in the cases specified in Article 5 of the Custodian Agreement or (ii) as specifically provided for herein. (b) Upon receipt of Written Order from the Fund, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out or cause the applicable Foreign Sub-Custodian to pay out monies of International Fund, but only (i) in the cases specified in Article 3 of the Custodian Agreement or (ii) as specifically provided for herein. (c) Settlement and payment for securities received for the account of International Fund and delivery of securities maintained for the account of International Fund may, upon receipt of Written Order from the Fund, be effected in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (d) With respect to any transaction involving foreign securities, the Custodian or any Foreign Sub-Custodian in its discretion may cause International Fund to be credited on either the contractual settlement date or the actual settlement date with the proceeds of any sale or exchange of foreign securities from the account of International Fund and to be debited on either the contractual settlement date or the actual settlement date for the cost of foreign securities purchased or acquired for International Fund according to the Custodian's then current internal policies and procedures pertaining to securities settlement, which policies and procedures may change from time to time. The Custodian shall advise the Fund of any changes to such policies and procedures. The Custodian may reverse any such credit or debit made on the contractual settlement date if the transaction with respect to which such credit or debit was made fails to settle within a reasonable period, determined by the Custodian in its discretion, after the contractual settlement date except that if any foreign securities delivered pursuant to this section are returned by the recipient thereof, the Custodian may cause any such credits or debits to be reversed at any time. (e) Securities maintained in the custody of a Foreign Sub-Custodian may be maintained in the name of such entity's nominee to the same extent set forth in Article 4 of the Custodian Agreement. (f) Until the Custodian receives written instructions to the contrary, the Custodian shall collect, or shall cause the applicable Foreign Sub-Custodian to collect, all interest and dividends paid on securities held in International Fund's account, unless such payment is in default. Unless otherwise instructed, the Custodian shall convert interest, dividends and principal received with respect to securities in International Fund's account into United States dollars and shall perform foreign currency contracts for the conversion of United States dollars into foreign currencies for the settlement of trades whenever it is practicable to do so through customary banking channels. Customary banking channels may vary based upon industry practice in each jurisdiction, and shall include the banking facilities of the Custodian's affiliates in accordance with such affiliates' then prevailing internal policies on funds repatriation. All risk and expense incident to such foreign collection and conversions is the responsibility of International Fund's account and the Custodian shall have no responsibility for fluctuations in exchange rates affecting collections or conversions. 9. Foreign Securities Lending. Notwithstanding any other provisions contained herein or in the Custodian Agreement, the Custodian or any Foreign Sub-Custodian shall deliver and receive securities loaned or returned in connection with securities lending transactions only upon and in accordance with Written Order from the Fund; provided, that if the Custodian is not the lending agent in connection with such securities lending, then neither the Custodian nor any Foreign Sub-Custodian shall undertake or otherwise be responsible for (a) marking to market values for such loaned securities, (b) collection of dividends, interest or other disbursements or distributions made with respect to such loaned securities, (c) receipt of corporate action notices, communications, proxies or instruments with respect to such loaned securities, or (d) custody, safekeeping, valuation or any other actions or services with respect to any collateral securing any such securities lending transactions. In the event that the Custodian is the Fund's lending agent in connection with a specific securities loan from International Fund, the Custodian shall undertake to perform all of the duties set forth in the preceding sentence with respect to such loan, except that the Fund shall not receive, nor be entitled to vote, proxies in connection with such loaned security. 10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a foreign banking institution as a Foreign Sub-Custodian shall require the institution to exercise reasonable care in the performance of its duties and to indemnify and hold harmless the Custodian and the Custodian's customers from and against any loss, damage, cost, expense, liability or claim arising out of such institution's negligence, fraud, bad faith, willful misconduct or reckless disregard of its duties. At the election of the Fund, it shall be entitled to be subrogated to the right of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that International Fund has not been made whole for any such loss, damage, cost, expense, liability or claim. 11. Monitoring Responsibilities. The Custodian shall furnish annually to the Fund information concerning the Foreign Sub-Custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval hereof. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a Foreign Sub-Custodian or is notified by a foreign banking institution employed as a Foreign Sub-Custodian that its shareholders' equity has declined, or that there is a substantial likelihood that it will decline, to less than $200 million in United States dollars or the foreign equivalent thereof. 12. Branches of United States Banks. Except as otherwise set forth herein, the provisions hereof shall not apply where the custody of International Fund's assets maintained in a foreign branch of a banking institution which is a "bank" as defined in Section 2(a)(5) of the 1940 Act which meets the qualification set forth in Section 26(a) of the 1940 Act. 13. Expropriation Insurance. The Custodian represents that it does not intend to obtain any insurance for the benefit of International Fund which protects against the imposition of exchange control restrictions or the transfer from any foreign jurisdiction of the proceeds of sale of any securities or against confiscation, expropriation or nationalization of any securities or the assets of the issuer of such securities by a government of any foreign country in which the issuer of such securities is organized or in which securities are held for safekeeping either by the Custodian or any Foreign Sub-Custodian in such country. The Custodian represents that its understanding of the position of the Staff of the Securities and Exchange Commission is that any investment company investing in securities of foreign issuers has the responsibility for reviewing the possibility of the imposition of exchange control restrictions which would affect the liquidity of such investment company's assets and the possibility of exposure to political risk, including the appropriateness of insuring against such risk. 14. Custodian Agreement. The Custodian Agreement, as supplemented hereby, is hereby ratified and confirmed in all respects. IN WITNESS WHEREOF, the Fund and the Custodian have caused this Supplement to be executed by their duly authorized officers. March 15, 1994. FIRST AMERICAN INVESTMENT FUNDS, INC. By Its FIRST TRUST NATIONAL ASSOCIATION By Its SCHEDULE A TO SUPPLEMENT TO CUSTODIAN AGREEMENT
COUNTRY SUB-CUSTODIAN DEPOSITORY (IF ANY) Argentina Citibank, N.A., Buenos Aires Caja de Valores Branch Australia Australia and New Zealand Reserve Bank Information and Banking Group Transfer System Austria Creditanstalt-Bankverein Oesterreichische Kontrollbank Bangladesh Standard Chartered Bank, Dhaka Branch Belgium Generale Bank Caisse Interprofessionnelle de Depots et de Virements de Titres S.A. Brazil Citibank, N.A., Sao Paulo Branch Camera de Liquidacao e Custodia S/A Canada The Toronto-Dominion Bank Canadian Depository for Securities Limited Chile Citibank, N.A., Santiago Branch Peoples Republic Standard Chartered Bank, Shenzhen Securities Registrars Co., Ltd. of China (Shenzhen) Shenzhen Branch Colombia Cititrust Colombia, S.A. Sociedad Fiduciaria Denmark Den Danske Bank Vaerdipapircentralen Finland Kansallis-Osake-Pankii The Central Share Register of Finland France Bank Paribas Societe Interprofessionelle de Compensation de Valeurs Mobilieres Germany Dresdner Bank, AG Deutscher Kassenverein Greece National Bank of Greece S.A. Apothetirio Titlon Hong Kong Standard Chartered Bank, Hong Central Clearing and Settlement System Kong Branch India The Hongkong and Shanghai Banking Corporation Limited, Bombay Branch Indonesia Standard Chartered Bank, Jakarta Branch Italy Citibank, N.A., Milan Branch Monte Titoli, S.p.A. Japan The Bank of Tokyo, Ltd. Japan Securities Depository Center Korea Standard Chartered Bank, Seoul Korea Securities Settlement Corporation Branch Luxembourg Cedel Malaysia Chung Khiaw Bank, Ltd., Malaysian Depository Sdn Bhd Kuala Lumpur Branch Mexico (equity) Instituto para el Deposito de Valores (S.D. Indeval) Mexico (fixed Citibank, N.A., Mexico City income) Branch Netherlands ABN-AMRO Bank Nederlands Centraal Institut voor Giraal Effectenverkeer B.V. New Zealand Australia and New Zealand Austraclear NZ Banking Group Ltd. Norway Euroclear Pakistan Standard Chartered Bank, Karachi Branch Peru Citibank, N.A., Lima Branch Caja de Valores Philippines Standard Chartered Bank, Manila Branch Poland Citibank (Poland), S.A. National Depository of Securities; The National Bank of Poland Portugal Banco Espirito Santo e Comercial Central de Valores Mobiliarios de Lisboa, SA Singapore United Overseas Bank, Ltd. The Central Depository (PTE) Ltd. South Africa First National Bank of Southern Africa, Ltd. Spain Banco Santander Servicio de Compensacion y Liquidacion de Valores Sri Lanka Standard Chartered Bank, Central Depository System Colombo Branch Sweden Svenska Handelsbanken Vardepappercentralen Switzerland Bankers Trust AG Schweizerische Effekten Giro AG Thailand Standard Chartered Bank, The Share Depository Center Bangkok Branch Turkey Osmanli Bankasi A.S. (Ottoman Bank) United Kingdom/ Bankers Trust Company, London Gilt Settlement Office (Ireland); Central Ireland Branch Gilts Office (United Kingdon) Venezuela Citibank, N.A., Caracas Branch
TRANSNATIONAL DEPOSITORIES Cedel Euroclear Final FIRST AMERICAN INVESTMENT FUNDS, INC. COMPENSATION AGREEMENT DATED AS OF DECEMBER 31, 1993 PURSUANT TO CUSTODIAN AGREEMENT WHEREAS, First American Investment Funds, Inc., 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 with its principal place of business at Minneapolis, Minnesota (hereinafter called the "Custodian"), previously entered into that Custodian Agreement dated September 20, 1993 (the "Custodian Agreement"); and WHEREAS, Article 12 of the Custodian Agreement provides that the Custodian shall be paid compensation at such rates and at such times as may from time to time be agreed on in writing by the parties thereto; and WHEREAS, the Fund and the Custodian wish to make provision for the compensation to be paid by the Fund to the Custodian with respect to certain new series of the Fund. NOW, THEREFORE, the Fund and the Custodian agree as follows: The compensation payable to the Custodian pursuant to the Custodian Agreement with respect to the series specified below shall be payable monthly at the respective annual rates as percentages of the respective series' average daily net assets set forth below: Annual Custodian Fee as a Percentage of Series Average Daily Net Assets Minnesota Insured .03% Intermediate Tax Free Fund Colorado Intermediate .03% Tax Free Fund Emerging Growth .03% Fund Technology Fund .03% International Fund .25% The Custodian shall pay subcustodian fees with respect to International Fund out of the compensation payable to the Custodian with respect to such fund as set forth above. The Fund shall reimburse the Custodian for all other out-of-pocket expenses incurred by the Custodian in connection with the performance of the Custodian's services under the Custodian Agreement. IN WITNESS WHEREOF, the Fund and the Custodian have caused this instrument to be executed in duplicate as of the date first above written by their duly authorized officers. FIRST AMERICAN INVESTMENT FUNDS, INC. By Its Attest: Michael J. Radmer, Secretary FIRST TRUST NATIONAL ASSOCIATION By Its Attest: Its EX-99.B9B 11 EXHIBIT 9(b) TRANSFER AGENCY AGREEMENT This Agreement made as of the 31st of March, 1994, by and between First American Investment Funds, Inc. ("Fund") a Maryland corporation, having its principal office and place of business at 680 East Swedesford Road, Wayne, PA 19087 and Supervised Service Company, Inc. ("SSC") a Delaware corporation having its principal office and place of business at 120 South LaSalle, Chicago IL 60603 (hereinafter referred to as the "Transfer Agent"). W I T N E S S E T H: That for and in consideration of the mutual promises hereinafter set forth, the parties hereto covenant and agree as follows: ARTICLE I DEFINITIONS Whenever used in this Agreement, the following words and phrases shall have the following meanings: 1. "APPROVED INSTITUTION" shall mean an entity so named in a Certificate. From time to time the Fund may amend a previously delivered Certificate by delivering to the Transfer Agent a Certificate naming an additional entity or deleting any entity named in a previously delivered Certificate. 2. THE "BOARD OF DIRECTORS" shall mean the Board of Directors of the Fund. 3. "CERTIFICATE" shall mean any notice, instruction, or other instrument in writing, authorized or required by this Agreement to be given to the Transfer Agent by the Fund which is signed by any Officer, as hereinafter defined, and actually received by the Transfer Agent. 4. "CUSTODIAN" shall mean the financial institution appointed as custodian under the terms and conditions of the Custody Agreement between the financial institution and the Fund, or its successor(s). 5. "FUND BUSINESS DAY" shall be deemed to be each day on which the New York Stock Exchange, Inc. is open for trading. 6. "OFFICER" shall be deemed to be the Fund's President, any Vice President of the Fund, the Fund's Secretary, the Fund's Treasurer, the Fund's Controller, any Assistant Controller of the Fund, any Assistant Treasurer of the Fund and any Assistant Secretary of the Fund, and any other person duly authorized by the Board of Directors of the Fund to execute any Certificate, instruction, notice or other instrument on behalf of the Fund and named in the Certificate annexed hereto as Appendix A, as such Certificate may be amended from time to time, and any person reasonably believed by the Transfer Agent to be such a person. 7. "OUT-OF-POCKET EXPENSES" means amounts reasonably necessary and actually incurred by Transfer Agent in the provision of Transfer Agent services or pursuant to this Agreement for the following purposes: postage (and first class mail insurance in connection with mailing share certificates), envelopes, check forms, continuous forms, forms for reports and statements, stationery, and other similar items, telephone and telegraph charges incurred in answering inquiries from dealers or shareholders, microfilm used to record transactions in shareholder accounts and computer tapes used for permanent storage of records and cost of insertion of materials in mailing envelopes by outside firms. Transfer Agent may, at its option, arrange to have various service providers submit invoices directly to the Fund for payment of out-of-pocket expenses reimbursable hereunder; and such other expenses paid or incurred by Transfer Agent at the request of the Fund. Any charges associated with special or exception processing shall also be considered Out-of-Pocket Expenses. 8. "PROSPECTUS" shall mean the most recent Fund prospectus actually received by the Transfer Agent from the Fund with respect to which the Fund has indicated a registration statement under the Federal Securities Act of 1933 has becomes effective, including the Statement of Additional Information, incorporated by reference therein. 9. "SHARES" shall mean all or any part of each class or series of the shares of beneficial interest of the Fund or Portfolio listed in the Certificate as to which the Transfer Agent acts as transfer agent hereunder, as may be amended from time to time, which are authorized and/or issued by the Fund. 10. "TRANSFER AGENT" shall mean Supervised Service Company, Inc., ("SSC"), as transfer agent and dividend disbursing agent under the terms and conditions of this Agreement, its successor(s) or assign(s). ARTICLE II APPOINTMENT OF TRANSFER AGENT 1. The Fund hereby constitutes and appoints the Transfer Agent as transfer agent of all the Shares of the Fund and as dividend disbursing agent during the period of this Agreement. 2. The Transfer Agent hereby accepts appointment as transfer agent and dividend disbursing agent and agrees to perform duties thereof as hereinafter set forth. 3. In connection with such appointment, the Fund upon the request of the Transfer Agent, shall deliver the following documents to the Transfer Agent: (i) A copy of the Articles of Incorporation of the Fund and all amendments thereto certified by the Secretary of the Fund; (ii) A copy of the By-Laws of the Fund certified by the Secretary of the Fund; (iii) A copy of a resolution of the Board of Directors of the Fund certified by the Secretary of the Fund appointing the Transfer Agent and authorizing the execution of this Transfer Agency Agreement; (iv) A Certificate signed by the Secretary of the Fund specifying: the number of authorized Shares, the number of such authorized Shares issued, the number of such authorized Shares issued and currently outstanding; the names and specimen signatures of the Officers of the Fund; and the name and address of the legal counsel for the Fund; (v) Specimen Share certificate for each or series class of Shares in the form approved by the Board of Directors of the Fund (and in a format compatible with the Transfer Agent's system), together with a Certificate signed by the Secretary of the Fund as to such approval; (vi) Copies of the Fund's Registration Statement, as amended to date, and the most recently filed Post-Effective Amendment thereto, filed by the Fund with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and under the Investment Company Act of 1940, as amended, together with any applications filed in connection therewith; and (vii) Opinion of counsel for the Fund with respect to the validity of the authorized and outstanding Shares, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.) ARTICLE III AUTHORIZATION AND ISSUANCE OF SHARES 1. The Fund shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued: (a) A certified copy of the amendment to the Articles of Incorporation giving effect to such increase or decrease; (b) In the case of an increase, an opinion of counsel for the Fund with respect to the validity of the Shares of the Fund and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and (c) In the case of an increase, if the appointment of the Transfer Agent was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Fund increasing the authority of the Transfer Agent. 2. Prior to the issuance of any additional Shares of the Fund pursuant to stock dividends or stock splits, etc., and prior to any reduction in the number of shares outstanding, the Fund shall deliver the following documents to the Transfer Agent: (a) A certified copy of the resolution(s) adopted by the Board of Directors and/or the shareholders of the Fund authorizing such issuance of additional Shares of the Fund or such reduction, as the case may be, and (b) An opinion of counsel for the Fund with respect to the validity of the Shares of the Fund and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor). ARTICLE IV RECAPITALIZATION OR CAPITAL ADJUSTMENT 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and (d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor.) 2. The Fund at its expense shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized by law or by the By-Laws to sign Share certificates and, if required shall bear the corporate Seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section. ARTICLE V ISSUANCE, REDEMPTION AND TRANSFER OF SHARES 1. (a) The Transfer Agent acknowledges that it has received a copy of the Fund's Prospectus, which Prospectus describes how sales and redemption of shares of the Fund shall be made, and the Transfer Agent agrees to accept purchase orders and redemption requests with respect to Fund shares on each Fund Business Day in accordance with such Prospectus. The Fund agrees to provide the Transfer Agent with sufficient advance notice to enable the Transfer Agent to effect any changes in the procedures set forth in the Prospectus regarding such purchase and redemption procedure; provided, however, that in no event will such advance notice be less than 30 days. (b) The Transfer Agent shall also accept with respect to each Fund Business Day, at such times as are agreed upon from time to time by the Transfer Agent and the Fund, a computer tape or electronic data transmission consistent in all respects with the Transfer Agent's record format, as amended from time to time, which is believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution. The Transfer Agent shall not be liable for any losses or damages to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 2. On each Fund Business Day the Transfer Agent shall, as of the time at which the Fund computes the net asset value of the Fund, issue to and redeem from the accounts specified in a purchase order, redemption request, or computer tape or electronic data transmission, which in accordance with the Prospectus is effective on such Fund Business Day, the appropriate number of full and fractional Shares based on the net asset value per Share of such Fund specified in an advice received on such Fund Business Day from the Fund. Notwithstanding the foregoing, if a redemption specified in a computer tape or electronic data transmission is for a dollar value of Shares in excess of the dollar value of uncertificated Shares in the specified account, the Transfer Agent shall not effect such redemption in whole or in part and shall within twenty-four hours orally advise the Approved Institution which supplied such tape of the discrepancy. 3. In connection with a reinvestment of a dividend or distribution of Shares of the Fund, the Transfer Agent shall as of each Fund Business Day, as specified in a Certificate or resolution described in paragraph 1 of succeeding Article VI, issue Shares of the Fund based on the net asset value per Share of such Fund specified in an advice received from the Fund on such Fund Business Day. 4. On each Fund Business Day the Transfer Agent shall supply the Fund with a statement specifying with respect to the immediately preceding Fund Business Day: the total number of Shares of the Fund (including fractional Shares) issued and outstanding at the opening of business on such day; the total number of Shares of the Fund sold on such day, pursuant to preceding paragraph 2 of this Article; the total number of Shares of the Fund redeemed from Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund redeemed from Shareholders by the Transfer Agent on such day; the total number of Shares of the Fund, if any, sold on such day pursuant to preceding paragraph 3 of this Article, and the total number of Shares of the Fund issued and outstanding. 5. In connection with each purchase and each redemption of Shares, the Transfer Agent shall send such statements as are prescribed by the Federal Securities laws applicable to transfer agents or as described in the Prospectus. If the Prospectus indicates that certificates for Shares are available and if specifically requested in writing by any shareholder, or if otherwise required hereunder, the Transfer Agent will countersign, issue and mail to such shareholder at the address set forth in the records of the Transfer Agent a Share certificate for any full Share requested. 6. As of each Fund Business Day the Transfer Agent shall furnish the Fund with an advice setting forth the number and dollar amount of Shares to be redeemed on such Fund Business Day in accordance with paragraph 2 of this Article. 7. Upon receipt of a proper redemption request and moneys paid to it by the Custodian in connection with a redemption of Shares, the Transfer Agent shall cancel the redeemed Shares and after making appropriate deduction for any withholding of taxes required of it by applicable law (a) in the case of a redemption of Shares pursuant to a redemption described in preceding paragraph 1(a) of this Article, make payment in accordance with the Fund's redemption and payment procedures described in the Prospectus, and (b) in the case of a redemption of Shares pursuant to a computer tape or electronic data transmission described in preceding paragraph 1(b) of this Article, make payment by directing a federal funds wire order to the account previously designated by the Approved Institution specified in said computer tape or electronic data transmission. 8. The Transfer Agent shall not be required to issue any Shares after it has received from an Officer of the Fund or from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such written notification. 9. Upon the issuance of any Shares in accordance with this Agreement the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance of any Shares. 10. The Transfer Agent shall accept a computer tape or electronic data transmission consistent with the Transfer Agent's record format, as amended from time to time, which is reasonably believed by the Transfer Agent to be furnished by or on behalf of any Approved Institution and is represented to be instructions with respect to the transfer of Shares from one account of such Approved Institution to another such account, and shall effect the transfers specified in said computer tape or electronic data transmission. The Transfer Agent shall not be liable for any losses to the Fund or its shareholders in the event that a computer tape or electronic data transmission from an Approved Institution is unable to be processed for any reason beyond the control of the Transfer Agent, or if any of the information on such tape or transmission is found to be incorrect. 11. (a) Except as otherwise provided in sub-paragraph (b) of this paragraph and in paragraph 13 of this Article, Shares will be transferred or redeemed upon presentation to the Transfer Agent of Share certificates or instructions properly endorsed for transfer or redemption, accompanied by such documents as the Transfer Agent deems necessary to evidence the authority of the person making such transfer or redemption, and bearing satisfactory evidence of the payment of stock transfer taxes. In the case of small estates where no administration is contemplated, the Transfer Agent may, when furnished with an appropriate surety bond, and without further approval of the Fund, transfer or redeem Shares registered in the name of a decedent where the current market value of the Shares being transferred does not exceed such amount as may from time to time be prescribed by various states. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the stock certificate or instructions is valid and genuine, and for that purpose it will require, unless otherwise instructed by an authorized officer of the Fund, a guarantee of signature by an "Eligible Guarantor Institution" as that term is defined by SEC Rule 17Ad-15. The Transfer Agent also reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgement, deems improper or unauthorized, or until it is satisfied that there is no basis to any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers and redemptions of Shares, rely upon those provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, applicable to the transfer of securities, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in good faith in reliance upon such laws; provided, that in no event will the Fund indemnify the Transfer Agent for any act done by it as a result of willful misfeasance, bad faith, negligence or reckless disregard of its duties. (b) Notwithstanding the foregoing or any other provision contained in this Agreement to the contrary, the Transfer Agent shall, in the absence of willful misfeasance, bad faith, negligence or reckless disregard of its duties, be fully protected by the Fund in not requiring any instruments, documents, assurances, endorsements or guarantees, including, without limitation, any signature guarantees, in connection with a redemption, or transfer, of Shares whenever the Transfer Agent reasonably believes that requiring the same would be inconsistent with the transfer and redemption procedures as described in the Prospectus. 12. Notwithstanding any provision contained in this agreement to the contrary, the Transfer Agent shall not be required or expected to require, as a condition to any transfer of any Shares pursuant to paragraph 11 of this Article or any redemption of any Shares pursuant to a computer tape or electronic data transmission described in this Agreement, any documents, including, without limitation, any documents of the kind described in sub-paragraph (a) of paragraph 11 of this Article, to evidence the authority of the person requesting the transfer or redemption and/or the payment of any stock transfer taxes, and shall, in the absence of willful misfeasance, bad faith, negligence or reckless disregard of its duties, be fully protected in acting in accordance with the applicable provisions of this Article. 13. (a) As used in this Agreement, the terms "computer tape" or electronic data transmission and "computer tape believed by the Transfer Agent to be furnished by an Approved Institution," shall include any tapes generated by the Transfer Agent to reflect information believed by the Transfer Agent to have been input by an Approved Institution, via a remote terminal or other similar link, into a data processing, storage, or collection system, or similar system (the "System"), located on the Transfer Agent's premises. For purposes of paragraph 1 of this Article, such a computer tape or electronic data transmission shall be deemed to have been furnished at such times as are agreed upon from time to time by the Transfer Agent and Fund only if the information reflected thereon was inputted into the System at such times as are agreed upon from time to time by the Transfer Agent and the Fund. (b) Nothing contained in this Agreement shall constitute any agreement or representation by the Transfer Agent to permit, or to agree to permit, any Approved Institution to input information into a System. (c) The Transfer Agent reserves the right to approve, in advance, any Approved Institution, such approval not to be unreasonably withheld. The Transfer Agent also reserves the right to terminate any and all automated data communications, at its discretion, upon a reasonable attempt to notify the Fund when in the opinion of the Transfer Agent continuation of such communications would jeopardize the accuracy and/or integrity of the Fund's records on the System. ARTICLE VI DIVIDENDS AND DISTRIBUTIONS 1. The Fund shall furnish to the Transfer Agent a copy of a resolution of its Board of Directors, certified by the Secretary or any Assistant Secretary, either (i) setting forth the date of the declaration of a dividend or distribution, the date of accrual or payment, as the case may be, thereof, the record date as of which Shareholders entitled to payment, or accrual, as the case may be, shall be determined, the amount per Share of such dividend or distribution, the payment date on which all previously accrued and unpaid dividends are to be paid, and the total amount, if any, payable to the Transfer Agent on such payment date, or (ii) authorizing the declaration of dividends and distributions on a daily or other periodic basis and authorizing the Transfer Agent to rely on a Certificate setting forth the information described in subsection (i) of this paragraph. 2. Upon the mail date specified in such Certificate or resolution, as the case may be, the Fund shall, in the case of a cash dividend or distribution, cause the Custodian to deposit in an account in the name of the Transfer Agent on behalf of the Fund an amount of cash, if any, sufficient for the Transfer Agent to make the payment, as of the mail date, specified in such Certificate or resolution, as the case may be, to the Shareholders who were of record on the record date. The Transfer Agent will, upon receipt of any such cash, make payment of such cash dividends or distributions to the shareholders of record as of the record date by: (i) mailing a check, payable to the registered shareholder, to the address of record or dividend mailing address, or (ii) wiring such amounts to the accounts previously designated by an Approved Institution, as the case may be. The Transfer Agent shall not be liable for any improper payments made in good faith and without willful misfeasance, negligence or reckless disregard of its duties, in accordance with a Certificate or resolution described in the preceding paragraph. If the Transfer Agent shall not receive from the Custodian sufficient cash to make payments of any cash dividend or distribution to all shareholders of the Fund as of the record date, the Transfer Agent shall, upon notifying the Fund, withhold payment to all shareholders of record as of the record date until sufficient cash is provided to the Transfer Agent. 3. It is understood that the Transfer Agent shall in no way be responsible for the determination of the rate or form of dividends or capital gain distributions due to the shareholders. It is expressly agreed and understood that the Transfer Agent is not liable for any loss as a result of processing a distribution based on information provided in the Certificate that is incorrect. The Fund agrees to pay the Transfer Agent for any and all costs, both direct and out-of-pocket expenses, incurred in such corrective work as necessary to remedy such error. 4. It is understood that the Transfer Agent shall file such appropriate information returns concerning the payment of dividend and capital gain distributions with the proper federal, state and local authorities as are required by law to be filed by the Fund but shall in no way be responsible for the collection or withholding of taxes due on such dividends or distributions due to shareholders, except and only to the extent, required by applicable law. ARTICLE VII CONCERNING THE FUND 1. The Fund represents to the Transfer Agent that: (a) It is a corporation duly organized and existing under the laws of the State of Maryland. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is an investment company registered under the Investment Company Act of 1940, as amended. (e) A registration statement under the Securities Act of 1933, as amended, with respect to the Shares is effective. The Fund shall notify the Transfer Agent if such registration statement or any state securities registrations have been terminated or a stop order has been entered with respect to the Shares. 2. Each copy of the Articles of Incorporation of the Fund and copies of all amendments thereto shall be certified by the Secretary of State (or other appropriate official) of the state of organization, and if such Articles of Incorporation and/or amendments are required by law also to be filed with a county or other officer or official body, a certificate of such filing shall be filed with a certified copy submitted to the Transfer Agent. Each copy of the By-Laws and copies of all amendments thereto, and copies of resolutions of the Board of Directors of the Fund, shall be certified by the Secretary of the Fund under seal. 3. The Fund shall promptly deliver to the Transfer Agent written notice of any change in the Officers authorized to sign Share Certificates, notifications or requests, together with a specimen signature of each new Officer. In the event any Officer who shall have signed manually or whose facsimile signature shall have been affixed to blank Share certificates shall die, resign or be removed prior to issuance of such Share certificates, the Transfer Agent may issue such Share certificates of the Fund notwithstanding such death, resignation or removal, and the Fund shall promptly deliver to the Transfer Agent such approval, adoption or ratification as may be required by law. 4. It shall be the sole responsibility of the Fund to deliver to the Transfer Agent the Fund's currently effective Prospectus and, for the purposes of this Agreement, the Transfer Agent shall not be deemed to have notice of any information contained in such Prospectus until a reasonable time after it is actually received by the Transfer Agent. ARTICLE VIII CONCERNING THE TRANSFER AGENT 1. The Transfer Agent represents and warrants to the Fund that: (a) It is a corporation duly organized and existing under the laws of the State of Delaware. (b) It is empowered under applicable law and by its Charter and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It is duly registered as a transfer agent under Section 17A of the Securities Exchange Act of 1934, as amended. 2. The Transfer Agent shall not be liable and shall be indemnified in acting upon any computer tape or electronic data transmission, writing or document reasonably believed by it to be genuine and to have been signed or made by an Officer of the Fund or person designated by the Fund and shall not be held to have any notice of any change of authority of any person until receipt of written notice thereof from the Fund or such person. It shall also be protected in processing Share certificates which bear the proper countersignature of the Transfer Agent and which it reasonably believes to bear the proper manual or facsimile signature of the Officers of the Fund. 3. The Transfer Agent upon notice to the Fund may establish such additional procedures, rules and regulations governing the transfer or registration of Share certificates as it may deem advisable and consistent with such rules and regulations generally adopted by mutual fund transfer agents. 4. The Transfer Agent shall keep such records as are specified in Schedule II hereto in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund but not inconsistent with the rules and regulations of appropriate government authorities, in particular Rules 31a-2 and 31a-3 under the Investment Company Act of 1940, as amended. The Transfer Agent acknowledges that such records are the property of the Fund. The Transfer Agent may deliver to the Fund from time to time at its discretion, for safekeeping or disposition by the Fund in accordance with law, such records, papers, documents accumulated in the execution of its duties as such Transfer Agent, as the Transfer Agent may deem expedient, other than those which the Transfer Agent is itself required to maintain pursuant to applicable laws and regulations. The Fund shall assume all responsibility for any failure thereafter to produce any record, paper, cancelled Share certificate, or other document so returned, if and when required. The records specified in Schedule II hereto maintained by the Transfer Agent pursuant to this paragraph 4, which have not been previously delivered to the Fund pursuant to the foregoing provisions of this paragraph 4, shall be considered to be the property of the Fund, shall be made available upon request for inspection by the officers, employees, and auditors of the Fund, and records shall be delivered to the Fund upon request and in any event upon the date of termination of this Agreement, as specified in Article IX of this Agreement, in the form and manner kept by the Transfer Agent on such date of termination or such earlier date as may be requested by the Fund. 5. The Transfer Agent shall not be liable for any loss or damage, including counsel fees, resulting from its actions or omissions to act or otherwise, except for any loss or damage arising out of its bad faith, negligence, willful misfeasance, or reckless disregard of its duties under this agreement. 6. (a) The Fund shall indemnify and exonerate, save and hold harmless the Transfer Agent from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by any prior transfer agent of the Fund or as a result of any action taken or omitted to be taken by the Transfer Agent in good faith and without negligence, reckless disregard of its duties under this agreement or willful misconduct or in reliance upon and in conformity with (i) any provision of this Agreement; (ii) the Prospectus; (iii) any instruction or order including, without limitation, any computer tape or electronic data transmission reasonably believed by the Transfer Agent to have been received from an Approved Institution; (iv) any instrument, order or Share certificate reasonably believed by it to be genuine and to be signed, countersigned or executed by any duly authorized Officer of the Fund; (v) any Certificate or other instructions of an Officer; or (vi) any opinion of legal counsel for the Fund. The Fund shall indemnify and exonerate, save and hold the Transfer Agent harmless from and against any and all claims (whether with or without basis in fact or law), demands, expenses (including reasonable attorney's fees) and liabilities of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of or as a result of any action taken or omitted to be taken by the Transfer Agent in food faith and without negligence, reckless disregard of its duties under this agreement or willful misconduct in connection with its appointment or in reliance upon and in conformity with any law, act, regulation or any judicial or regulatory interpretation of the same even though such law, act or regulation may thereafter have been altered, changed, amended or repealed. (b) The Transfer Agent shall not settle any claim, demand, expense or liability to which it may seek indemnity pursuant to paragraph 6(a) above (each, an "Indemnifiable Claim") without the express written consent of an Officer of the Fund. The Transfer Agent shall notify the Fund within 15 days of receipt of notification of an Indemnifiable Claim, provided that the failure by the Transfer Agent to furnish such notification shall not impair its right to seek indemnification from the Fund unless the Fund is unable to adequately defend the Indemnifiable Claim as a result of such failure, and further provided, that if as a result of the Transfer Agent's failure to provide the Fund with timely notice of the institution of litigation a judgment by default is entered, prior to seeking indemnification from the Fund the Transfer Agent, at its own cost and expense, shall open such judgment. The Fund shall have the right to defend any Indemnifiable Claim at its own expense, provided that such defense shall be conducted by counsel selected by the Fund and reasonably acceptable to the Transfer Agent. The Transfer Agent may join in such defense at its own expense, but to the extent that it shall so desire the Fund shall direct such defense. The Fund shall not settle any Indemnifiable Claim without the express written consent of the Transfer Agent if the Transfer Agent determines that such settlement would have an adverse effect on the Transfer Agent beyond the scope of this Agreement. In such event, each of the Fund and the Transfer Agent shall be responsible for their own defense at their own cost and expense, and such claim shall not be deemed an Indemnifiable Claim hereunder. If the Fund shall fail or refuse to defend an Indemnifiable Claim, the Transfer Agent may provide its own defense at the cost and expense of the Fund. Anything in this Agreement to the contrary notwithstanding, the Fund shall not indemnify the Transfer Agent against any liability or expense arising out of the Transfer Agent's willful misfeasance, bad faith, negligence or reckless disregard of its duties and obligations under this Agreement. The Transfer Agent shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by the Transfer Agent as a result of the Transfer Agent's lack of good faith, reckless disregard of its duties under this agreement, negligence or willful misconduct. 7. The Transfer Agent shall not be liable to the Fund with respect to any redemption draft on which the signature of the drawer is forged and which the Fund's Custodian or Cash Management bank has advised the Transfer Agent to honor the redemption; nor shall Transfer Agent be liable for any material alteration or absence or forgery of any endorsement, it being understood that the Transfer Agent's sole responsibility with respect to inspecting redemption drafts is to use reasonable care to verify the drawer's signature against signatures on file. 8. There shall be excluded from the consideration of whether the Transfer Agent has been negligent or has breached this Agreement, any period of time, and only such period of time, during which the Transfer Agent's performance is materially affected, by reason of circumstances beyond its control (collectively, "Causes"), including, without limitation (except as provided below), (a) mechanical breakdowns of equipment (including any alternative power supply and operating systems software), flood or catastrophe, acts of God, failures of transportation, communication or power supply, strikes, lockouts, work stoppages or other similar circumstances. 9. At any time the Transfer Agent may apply to an Officer of the Fund for written instructions with respect to any matter arising in connection with the Transfer Agent's duties and obligations under this Agreement, and the Transfer Agent shall not be liable for any action taken or permitted by it in good faith in accordance with such written instructions. Such application by the Transfer Agent for written instructions from an Officer of the Fund may set forth in writing any action proposed to be taken or omitted by the Transfer Agent with respect to its duties or obligations under this Agreement and the date on and/or after which such action shall be taken. The Transfer Agent shall not be liable for any action taken or omitted in accordance with a proposal included in any such application on or after the date specified therein unless, prior to taking or omitting any such action, the Transfer Agent has received written instructions in response to such application specifying the action to be taken or omitted. The Transfer Agent may consult counsel of the Fund and shall be fully protected with respect to anything done or omitted by it in good faith in accordance with the advice or opinion of counsel to the Fund. 10. The Transfer Agent may issue new Share certificates in place of certificates represented to have been lost, stolen, or destroyed upon receiving written instructions from the shareholder accompanied by proof of an indemnity or surety bond issued by a recognized insurance institution specified by the Fund or the Transfer Agent. If the Transfer Agent receives written notification from the shareholder or broker dealer that the certificate issued was never received, and such notification is made within 30 days of the date of issuance, the Transfer Agent may reissue the certificate without requiring a surety bond. The Transfer Agent may also reissue certificates which are represented as lost, stolen, or destroyed without requiring a surety bond provided that the notification is in writing and accompanied by an indemnification signed on behalf of a member firm of the New York Stock Exchange and signed by an officer of said firm with the signature guaranteed. Notwithstanding the foregoing, the Transfer Agent will reissue a certificate upon written authorization from an Officer of the Fund. 11. In case of any requests or demands for the inspection of the shareholder records of the Fund, the Transfer Agent will endeavor to notify the Fund promptly and to secure instructions from an Officer as to such inspection. The Transfer Agent reserves the right, however, to exhibit the shareholder records to any person whenever it receives an opinion from its counsel that there is a reasonable likelihood that the Transfer Agent will be held liable for the failure to exhibit the shareholder records to such person; provided, however, that in connection with any such disclosure the Transfer Agent shall promptly notify the Fund that such disclosure has been made or is to be made. 12. At the request of an Officer of the Fund the Transfer Agent will address and mail such appropriate notices to shareholders as the Fund may direct. 13. Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (a) The legality of the issue or sale of any Shares, the sufficiency of the amount to be received therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such sale or issuance; (b) The legality of a transfer of Shares, or of a redemption of any Shares, the propriety of the amount to be paid therefor, or the authority of the Approved Institution or of the Fund, as the case may be, to request such transfer or redemption; (c) The legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares in payment of any stock dividend; or (d) The legality of any recapitalization or readjustment of Shares. 14. The Transfer Agent shall be entitled to receive and the Fund hereby agrees to pay to the Transfer Agent for its performance hereunder, including its performance of the duties and functions set forth in Schedule I hereto, (i) its reasonable out-of-pocket expenses (including reasonable legal expenses and attorney's fees) incurred in connection with its performance hereunder and (ii) such compensation as may be agreed upon in writing from time to time by the Transfer Agent and the Fund. 15. The Transfer Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Transfer Agent. 16. Purchase and Prices of Services. (a) The Fund will compensate the Transfer Agent for, and Transfer Agent will provide, beginning on the execution date of this Agreement and continuing until the termination of this Agreement as provided hereinafter, the Services set forth in Schedule I. (b) The current unit prices for the Services are set forth in Schedule III (the "Schedule III Fee Schedule"). Once in each calendar year, the Transfer Agent may elect to raise the Schedule III Fees upon ninety (90) days prior notice to the Fund. Notwithstanding the annual right to raise the Schedule III Fees, the Transfer Agent may increase prices due to changes in legal or regulatory requirements subject to the approval of the Fund, which approval shall not be unreasonably withheld. 17. Billing and Payment. (a) The Transfer Agent shall bill the Fund as follows: (i) monthly in arrears for Accounts maintained; and (ii) monthly in advance for estimated Out-of-Pocket Expenses to be incurred by the Transfer Agent for the following month. Documentation to support reconciliation of actual Out-of-Pocket Expenses charges will be provided to the Fund monthly. The Transfer Agent may from time to time request the Fund to make additional advances when appropriate. (b) The Fund shall pay the Transfer Agent in immediately available funds at United Missouri Bank in Kansas City, Missouri within thirty (30) days of the date of the bill. Any amounts due under this Agreement which are not paid within said thirty (30) day period shall bear interest at the rate of one and one-half percent (1 1/2%) per month from such date until paid in full. ARTICLE IX TERMINATION Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the Board of Directors of the Fund, certified by the Secretary or any Assistant Secretary, electing to terminate this Agreement and designating the successor transfer agent or transfer agents. In the event such notice is given by the Transfer Agent, the Fund shall on or before the termination date, deliver to the Transfer Agent a copy of a resolution of its Board of Directors certified by the Secretary or any Assistant Secretary designating a successor transfer agent or transfer agents. In the absence of such designation by the Fund, the Fund shall upon the date specified in the notice of termination of this Agreement and delivery of the records maintained hereunder, be deemed to be its own transfer agent and the Transfer Agent shall thereby be relieved of all duties and responsibilities pursuant to this Agreement. In the event this Agreement is terminated as provided herein, the Transfer Agent, upon the written request of the Fund, shall deliver the records of the Fund on electromagnetic media to the Fund or its successor transfer agent. The Fund shall be responsible to the Transfer Agent for the reasonable costs and expenses associated with the preparation and delivery of such media. ARTICLE X MISCELLANEOUS 1. The Fund agrees that prior to effecting any change in the Prospectus which would increase or alter the duties and obligations of the Transfer Agent hereunder, it shall advise the Transfer Agent of such proposed change at least 30 days prior to the intended date of the same, and shall proceed with such change only if it shall have received the written consent of the Transfer Agent thereto, which shall not be unreasonably withheld. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if addressed to the Fund and mailed or delivered to it at its office at the address first above written, or at such other place as the Fund may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Transfer Agent shall be sufficiently given if addressed to the Transfer Agent and mailed or delivered to the Secretary at 120 South LaSalle, Chicago, IL, with a copy to the President at 811 Main Street, Kansas City, MO, or at such other place as the Transfer Agent may from time to time designate in writing. 4. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement. 5. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns. This Agreement shall not be assignable by either party without the written consent of the other party, except that the Transfer Agent may assign this Agreement to a corporate affiliate with advance written notice to the Fund. 6. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 7. This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument. 8. The provisions of this Agreement are intended to benefit only the Transfer Agent and the Fund, and no rights shall be granted to any other person by virtue of this Agreement. 9. (a) The Transfer Agent will endeavor to assist in resolving shareholder inquiries and errors relating to the period during which prior transfer agents acted as such for the Fund. Any such inquiries or errors which cannot be expediently resolved by the Transfer Agent will be referred to the Fund. (b) The Transfer Agent shall only be responsible for the safekeeping and maintenance of transfer agency records, cancelled certificates and correspondence of the Fund created or produced prior to the time of conversion which are under its control and acknowledged in a writing to the Fund to be in its possession. Any expenses or liabilities incurred by the Transfer Agent as a result of shareholder inquiries, regulatory compliance or audits related to such records and not caused as a result of Transfer Agent's bad faith, willful malfeasance or negligence shall be the responsibility of the Fund as provided in Article VIII herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective corporation officer, thereunto duly authorized and their respective corporate seals to be hereunto affixed, as the day and year first above written. SUPERVISED SERVICE COMPANY, INC. FIRST AMERICAN INVESTMENT FUNDS, INC. By: _______________________ By: _______________________ (Signature) (Signature) _______________________ _______________________ (Name) (Name) _______________________ _______________________ (Title) (Title) SCHEDULE I DESCRIPTION OF SERVICES In consideration of the fees to be paid in such manner and at such times as Fund and Transfer Agent may agree, Transfer Agent will provide the services set forth below: Examine and Process New Accounts, Subsequent Payments, Liquidations, Exchanges, Telephone Transactions, Check Redemptions, Automatic Withdrawals, Certificate Issuance, Wire Order Trades, Dividends, Dividend Statements, Dealer Statements. DAILY ACTIVITY Maintain the following shareholder information in such a manner as the Transfer Agent shall determine: Name and Address, including Zip Code Balance of Uncertificated Shares Balance of Certificated Shares Certificate number, number of shares, issuance date of each certificate outstanding and cancellation date for each certificate date for each certificate no longer outstanding, if issued Balance of dollars available for redemption Dividend code (daily accrual, monthly reinvest, monthly cash or quarterly cash) Type of account code Establishment date indicating the date an account was opened, carrying forward pre-conversion data as available Original establishment date for accounts opened by exchange W-9 withholding status and periodic reporting State of residence code Social Security or taxpayer identification number, and indication of certification Historical transactions on the account for the most recent 18 months, or other period as mutually agreed to from time-to-time Indication as to whether phone transactions can be accepted for this account. Beneficial owner code, i.e. male, female, joint tenant, etc. An alternate or "secondary" account number issued by a dealer (or bank, etc.) to a customer for use, inquiry and transaction input by "remote accessors" FUNCTIONS Answer investor and dealer telephone and/or written inquiries, except those concerning Fund policy, or requests for investment advice which will be referred to the Fund, or those which the Fund chooses to answer Deposit Fund share certificates into accounts upon receipt of instructions from the investor or other authorized person, if issued Examine and process transfers of shares insuring that all transfer requirements and legal documents have been supplied Process and confirm address changes Process standard account record changes as required, i.e. Dividend Codes, etc. Microfilm source documents for transactions, such as account applications and correspondence Perform backup withholding for those accounts which federal government regulations indicate is necessary Perform withholdings on liquidations, if applicable, for employee benefit plans. Prepare and mail 5498s and 1099R's Solicit missing taxpayer identification numbers Provide remote access inquiry to Fund records via Fund supplied hardware (Fund responsible for connection line and monthly fee) REPORTS PROVIDED Daily Journals Reflecting all shares and dollar activity for the previous day Blue Sky Report Supply information monthly for Fund's preparation of Blue Sky Reporting N-SAR Report Supply monthly correspondence, redemption and liquidation information for use in fund's N-SAR Report Additionally, monthly average daily balance reports will be provided at the Fund's request to the Fund at no charge. Prepare and mail copies of summary statements to dealers and investment advisers Generate and mail confirmation statements for financial transactions DIVIDEND ACTIVITY Reinvest or pay in cash including reinvesting in other funds within the fund group serviced by the Transfer Agent as described in each Fund Prospectus Distribute capital gains simultaneously with income dividends DEALER SERVICES Prepare and mail confirmation statements to dealers daily Prepare and mail copies of statements to dealers, same frequency as investor statements ANNUAL MEETINGS Assist Fund in obtaining a qualified service to: address and mail proxies and related material, tabulate returned proxies and supply daily reports when sufficient proxies have been received Prepare certified list of stockholders, hard copy or microform PERIODIC ACTIVITIES Mail transaction confirmation statements daily to investors Address and mail four (4) periodic financial reports (material must be adaptable to Transfer Agent's mechanical equipment as reasonably specified by the Transfer Agent) Mail periodic statement to investors Compute, prepare and furnish all necessary reports to Governmental authorities: Forms 1099R, 1099DIV, 1099B, 1042 and 1042S Enclose various marketing material as designated by the Fund in statement mailings, i.e. monthly and quarterly statements (material must be adaptable to mechanical equipment as reasonably specified by the Transfer Agent) SCHEDULE II RECORDS MAINTAINED BY TRANSFER AGENT - -- Account applications - -- Cancelled certificates plus stock powers and supporting documents - -- Checks including check registers, reconciliation records, any adjustment records and tax withholding documentation - -- Indemnity bonds for replacement of lost or missing stock certificates and checks - -- Liquidation, redemption, withdrawal and transfer requests including stock powers, signature guarantees and any supporting documentation EX-99.B10A 12 EXHIBIT 10(a) D'ANCONA & PFLAUM November 10, 1987 Board of Directors SECURAL Mutual Funds, Inc. 2401 South Memorial Drive Appleton, Wisconsin 54912 Re: Registration of Common Stock under Securities Act of 1933 and Investment Company Act of 1940 Dear Sir or Madam: We have acted as counsel to SECURAL Mutual Funds, Inc., a Maryland corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of a registration statement on Form N-1A (the "Registration Statement") under the Securities Act of 1933 (File No. 33-16905) and the Investment Company Act of 1940 (File No. 811-5309), relating to the registration, pursuant to Commission Rule 24f-2(a) (1), of an indefinite number of shares of the Corporation's authorized common stock, par value $0.001 per share (the "Common Stock"). In this regard, we have examined originals or copies of (i) the Articles of Incorporation and By-Laws of the Corporation, and (ii) resolutions of the Board of Directors and such other documents and corporate records as we have deemed appropriate for purposes of rendering this opinion. Based upon the foregoing, we are of the opinion that (i) the Common Stock has been duly authorized, and (ii) the shares of Common Stock, when issued by the Corporation in the manner set for the in the Registration Statement, will be legally issued, fully paid, and non-assessable, provided that in the aggregate such shares do not exceed the total number of shares of Common Stock authorized for issuance by the Corporation's Articles of Incorporation. We consent to the use of this opinion as an exhibit to the Registration Statement and to the references to our name in the prospectus and statement of additional information included in the Registration Statement. Very truly yours, D'ANCONA & PFLAUM By: /s/ Sheldon R. Stein Sheldon R. Stein SRS:cls EX-99.B10B 13 EXHIBIT 10(b) First American Investment Funds, Inc. 680 East Swedesford Road Wayne, Pennsylvania 19087 Ladies and Gentlemen: Reference is made to the Registration Statement on Form N-1A (Securities Act Registration No. 33-16905) which First American Investment Funds, Inc. (the "Company") has filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 for the purpose of registering for issuance by the Company an indefinite number of the Company's common shares, par value $.0001 per share. We are familiar with the proceedings to date with respect to the proposed issuance by the Company of shares (collectively, the "Shares") of the Company's Minnesota Insured Intermediate Tax Free Fund, Retail Class and Institutional Class; Technology Fund, Retail Class and Institutional Class; and International Fund, Retail Class and Institutional Class; and we have examined such records, documents and matters of law and have satisfied ourselves as to such matters of fact as we consider relevant for the purpose of this opinion. Based on the foregoing, we are of the opinion that: (a) the Company is validly existing as a corporation organized under the laws of the State of Maryland; and (b) the Shares to be issued by the Company will be legally issued, fully paid and nonassessable when issued and sold upon the terms and in the manner set forth in the aforementioned Registration Statement of the Company. We consent to the references to this firm on the back cover of the Retail Class Prospectus and the Institutional Class Prospectus for the Shares (included in Part A of Post-Effective Amendment No. 14 to the aforementioned Registration Statement) and under "Distributor and Distribution Plan -- Custodian; Transfer Agent; Counsel; Accountants" in the Statements of Additional Information for the Shares (included in Part B of such Post-Effective Amendment) and to the filing of this opinion as an exhibit to Post-Effective Amendment No. 15 to such Registration Statement. Dated: January 26, 1994 Very truly yours, DORSEY & WHITNEY EX-99.B11A 14 EXHIBIT 11(a) KPMG Peat Marwick LLP Independent Auditors' Consent The Board of Directors First American Investment Funds, Inc. We consent to the use of our report dated March 27, 1995 included herein and to the reference to our Firm under the heading "Custodian; Transfer Agent; Counsel; Accountants" in Part B of the Registration Statement. KPMG Peat Marwick LLP Minneapolis, Minnesota March 27, 1995 EX-99.B11B 15 EXHIBIT 11(b) MEMORANDUM TO: Mr. Harvey N. Daniels, President First American Investment Funds, Inc. DATE: November 25, 1991 SUBJECT: First Bank National Association FBS Investment Services, Inc. You asked us to advise you as to whether or not FBS Investment Services, Inc. ("ISI") a wholly owned broker-dealer subsidiary of First Bank National Association ("FBNA"), may enter into the attached ISI Selling Agreement (the "Agreement") with SECURA Investments, Inc. ("SECURA"), which we understand is the sponsor and distributor of First American Investment Funds, Inc. (the "Company") and which we assume is unaffiliated with FBNA. For the reasons that follow, it appears that the services of the type described in the Agreement have been previously approved by the Office of the Comptroller of the Currency (the "OCC") for national banks and their operating subsidiaries. A. OCC PRECEDENTS INVOLVING MUTUAL FUND ACTIVITIES First, in OCC Interpretive Letter No. 332 (March 8, 1985) (copy attached), the OCC permitted a national bank to make automatic purchases and sales (on an agency basis) of the shares of certain non-affiliated tax-exempt mutual funds using one master account for each fund and separate subaccounts for each customer. In addition to such order-execution and recordkeeping services, the OCC permitted the bank to provide its customers with information concerning current fund yields and the value of their holdings./1 Finally, in exchange for performing the foregoing recordkeeping and informational services, the OCC permitted the bank to receive a fee from each fund or its distributor, based on the percentage of the amount invested in the fund by the bank's customers, pursuant to a plan of distribution adopted under the Securities and Exchange Commission's Rule 12b-1. _____________________________ 1/ The national bank in question did not propose to provide information concerning the operations or portfolios of the mutual funds involved or to distribute copies of their prospectuses. Rather, all such information and copies of the relevant prospectuses were to be provided directly by the funds or their distributors. Second, in OCC Interpretive Letter No. 363 (May 23, 1986) (copy attached), the OCC concluded that a national bank may, in addition to providing certain order-execution services to its customers, facilitate the availability of unit investment trust and mutual fund prospectuses and enter into agreements pursuant to Rule 12b-1 to provide recordkeeping, accounting, and other services to the bank's customers./2 Third, in OCC Interpretive Letter No. 386 (June 10, 1987) (copy attached) the OCC permitted a broker-dealer subsidiary of a national bank to provide, in addition to the activities encompassed by Letter No. 363, investment advice with respect to the purchase and sale of shares in unaffiliated mutual funds. Nonetheless, the OCC expressly noted that although "the Subsidiary may offer specific advice and recommendations, in all cases the customers will make the decision whether to purchase or sell particular securities (i.e., the Subsidiary will have no discretion whatsoever regarding which securities are purchased or sold by customers)." The OCC also expressly noted the fact that the "Subsidiary will be under no obligation whatsoever to purchase, sell, promote, or recommend any secondary market security, share of any mutual fund, or interest in any [unit investment trust]" and that the "Subsidiary would not contractually commit to use its best efforts to effect the sale of any share of a mutual fund, interest in a [unit investment trust], or secondary market security." Finally, in OCC Interpretive Letter No. 403 (December 9, 1987), the OCC permitted a broker-dealer subsidiary of a national bank to provide investment advice concerning, and to execute brokerage transactions with respect to, the shares of mutual funds for which the subsidiary acted as investment advisor. In connections with these activities, the subsidiary is required, however, to ensure that all disclosures mandated by the federal securities laws are made, and to inform prospective purchasers that the unit investment trusts or mutual funds involved are sponsored by third parties independent of the subsidiary, its parent bank, or their affiliates. In addition, the subsidiary is required to disclose to its customers that shares or interests in such unit investment trusts or mutual funds were not endorsed or guaranteed by, and did not constitute obligations of, the subsidiary, its parent bank, or their affiliates, and were not insured by the Federal Deposit Insurance Corporation. _____________________________ 2/ The national bank in question undertook no obligation to sell or promote the unit investment trusts or mutual funds in question to any extent whatsoever. In addition, when providing prospectuses directly to its customers (as opposed to relaying such requests to a unit investment trust's or fund's distributor), the bank agreed to inform its customer that the prospectus was provided by unit investment trust's or mutual fund's sponsor and that the bank was not affiliated with or endorsing the unit investment trust or mutual fund, but rather was simply providing the prospectus as a service to its customer. B. ISI'S PROPOSED ACTIVITIES Pursuant to the terms of the Agreement, ISI proposes to offer and sell shares of the several portfolios of the Company (the "Portfolios") to its customers at the "public offering price" for those shares and subject to the other terms and conditions set forth in the Company's current prospectus and statement of additional information. Section 12 of the Agreement also requires ISI to provide the following additional services: You shall make services available for your customers and shall provide such office space and equipment, telephone facilities, personnel and literature distribution as is necessary or appropriate for providing information and services regarding the shares to your customers. Such services and assistance may include, but need not be limited to, establishment of shareholder accounts, processing purchase and redemption transactions, answering routine inquiries regarding the Portfolios, and such other services as may be agreed upon from time to time and as may be permitted by applicable statute, rule or regulation. In addition, based upon a telephone discussion with M. Erin O'Rourke, we also understand that ISI may provide investment advice to its customers with respect to, and may make recommendations concerning, shares of the several Portfolios. In exchange for performing these services for the Company and the Portfolios, ISI will receive certain fees pursuant to the Plan of Distribution adopted by the Company pursuant to Rule 12b-1 of the Security and Exchange Commission. These fees include (i) a portion of the sales charge attributable to sales of shares of the Portfolios and (ii) service fees based upon the percentage of average daily net assets attributable to ISI customers. C. CONCLUSION Based on the OCC precedents discussed in Part A, the services contemplated by the Agreement appear to be permissible activities for national banks and their subsidiaries. Issues may arise in two areas: the rather cryptic descriptions of the 12b-1 services that the OCC has approved in the foregoing interpretive letters; and the potentially open-ended range of services in which ISI might engage, i.e., "such other services as may be agreed upon from time to time and as may be permitted by applicable statute, rule or regulation." Our conclusion that ISI generally may engage in these activities is not affected, moreover, by the fact that ISI's parent corporation, FBNA, will serve as investment adviser and manager of the Company and its Portfolios. The OCC has permitted national banks and their subsidiaries to provide investment advice to one or more mutual funds and simultaneously to provide investment advice and to execute brokerage transactions with respect to the shares of those mutual funds. Our conclusion in this respect assumes, however, that ISI makes all appropriate disclosures mandated by state and federal law concerning this potential conflict of interest, as well as the additional disclosures mandated by OCC Interpretive Letter No. 403. It also assumes that ISI does not manage customer accounts on a discretionary basis or that, if it does, that ISI will not purchase shares of the Portfolios for such accounts without the express consent of the customer in question. Our advice is limited to the law as it exists today, and may be affected by future OCC interpretations or other legal events. Please call either Steven E. Carlson (612-340-7888) or John A. Cooney (612-343-7992) if you have any questions about this memorandum, any of the attachments, or need further information concerning the OCC's treatment of these issues. Attachments: FBS Investment Services, Inc. Selling Agreement OCC Interpretive Letter No. 332 (March 8, 1985) OCC Interpretive Letter No. 363 (May 23, 1986) OCC Interpretive Letter No. 386 (June 10, 1987) OCC Interpretive Letter No. 403 (December 9, 1987) We consent to the inclusion of this memorandum as an exhibit to the Registration Statement of First American Investment Funds, Inc. (1933 Act Registration Number 33-16905). Dated: November 25, 1991 Very truly yours, DORSEY & WHITNEY FBS INVESTMENT SERVICES, INC. SELLING AGREEMENT SECURA INVESTMENTS, INC. 2401 South Memorial Drive Appleton, Wisconsin 54915 (800) 426-5975 Dated: Dear Sirs or Madams: As distributor and principal underwriter, we hereby appoint you to provide distribution and other services with respect to shares of the portfolios ("Portfolios") of First American Investment Funds, Inc. (the "Fund"), but only in those states in which the shares of the respective Portfolios may legally be offered for sale. As principal underwriter of the Fund, we offer to sell to you shares of the Portfolios on the following terms: 1. In all sales of these shares to the public, you shall act as an independent contractor and a dealer for your own account, and in no transaction shall you have any authority to act as agent for the Fund or any Portfolio, for us or for any representative or agent of either the Fund, any Portfolio or us. 2. Orders received from you will be accepted by us only at the public offering price applicable to each order and on the terms set forth in the then current Prospectus and Statement of Additional Information. Upon receipt from you of any order to purchase shares, we shall confirm to you in writing or by wire to be followed by a confirmation in writing. Additional instructions may be forwarded to you from time to time. All orders from you are subject to acceptance or rejection by the Fund in its sole discretion. 3. You may offer and sell shares to your customers only at the public offering price which is the net asset value per share of each Portfolio plus a sales charge from which you shall receive a discount equal to a percentage of the applicable offering price as set forth in the attached Addendum to this Agreement. You understand that the applicable sales charge for a particular purchase may be subject to a discount asset forth in the then current Prospectus. You agree to be responsible for transmitting to us the necessary information regarding the eligibility of any particular purchase for such a discount. You shall also receive service fees as reflected in the Addendum: 4. By accepting this Agreement, you agree: (a) To purchase shares only from us or from your customers. (b) That you will purchase shares from us only to cover purchase orders already received from your customers. (c) That you will not purchase shares from your customers at a price lower than the price then quoted by or for the Portfolio involved. You may sell shares for the account of your customers to the Fund or to us, at the price currently quoted by or for the Portfolio. (d) That you will withhold placing with us orders received from your customers so as to profit yourself as a result of such withholding. 5. We will not accept from you any conditional orders for shares. 6. If any shares confirmed to you under the terms of this Agreement are repurchased by the Fund or by us, or are tendered for repurchase, within seven business days after the date of our confirmation of the original purchase order, you shall forthwith refund to us the discount to which you were entitled on such shares. We will notify you of any such repurchase within ten business days of such repurchase. 7. Payment for shares ordered from us must be received by us within seven days after our acceptance of your order. If such payment is not received, we reserve the right without notice forthwith to cancel the sale or, at our option, to sell the shares ordered back to the Fund, in which case we may hold you responsible for any loss, including loss of profit, suffered by us or the Fund as result of your failure to make such payment. 8. Shares sold to you hereunder shall be available in negotiable form for delivery at our offices located at 2401 South Memorial Drive, App leton, Wisconsin 54915, against payment, unless other instructions have been given. 9. No person is authorized to make any representations concerning the shares except those contained in the then current Prospectus and Statement of Additional Information relating to the shares and in printed information subsequently issued by the Fund or by us as information supplemental to such Prospectus. You shall not sell shares of any Portfolio pursuant to this Agreement unless the then current Prospectus of the such Portfolio is furnished to the purchaser prior to the offer and sale. 10. All sales will be made subject to our receipt of shares from the Fund. We reserve the right, in our discretion, without notice, to suspend sales or withdraw the offering of shares entirely, to change the discount or other fees or to modify, cancel or change the terms of this Agreement. This Agreement shall supersede any prior agreement between us regarding the shares of the Company. The Addendum hereto may be modified or supplemented from time to time by us upon notice to you. 11. Your acceptance of this Agreement constitutes a representation (i) that you are a registered securities dealer under the Securities Exchange Act of 1934, as amended, and a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and that you agree to comply with all applicable state and federal laws, rules and regulations applicable to transactions hereunder, and to the Rules of Fair Practice of the NASD including, specifically, Section 26, Article III thereof, or (ii) if you are offering and selling shares of the Fund only in jurisdictions outside of the several states, territories and possessions of the United States and are not otherwise required to be a member of the NASD, that you nevertheless agree to conduct your business in accordance with the spirit of the Rules of Fair Practice of the NASD, and to observe the laws and regulations of the applicable jurisdiction. You likewise agree that you will not offer or sell shares of the Company in any state or other jurisdiction in which they may not lawfully be offered for sale, or in which you are not authorized to offer or sell the shares. 12. You shall make services available for your customers and shall provide such office space and equipment, telephone facilities, personnel and literature distribution as is necessary or appropriate for providing information and services regarding the shares to your customers. Such services and assistance may include, but need not be limited to, establishment of shareholder accounts, processing purchase and redemption transactions, answering routine inquiries regarding the Portfolios, and such other services as may be agreed upon from time to time and as may be permitted by applicable status, rule or regulation. 13. You agree to release, indemnify and hold harmless the Fund, us and our respective representatives and agents from any and all direct or indirect liabilities or losses resulting from requests, directions, actions or inactions of or by you, your officers, employees or agents regarding the purchase, redemption, transfer or registration of shares of the Fund for account of you, your customers and other shareholders. You shall provide the Fund and us on a timely basis with such information as may be required to complete various regulatory filings. 14. Notwithstanding anything to the contrary herein, you shall have no obligation whatsoever: (a) To purchase, sell, promote or recommend shares of the Portfolios; or (b) To use your best efforts to effect the sale of shares of the Portfolios. In addition, neither you nor any of your affiliates, including but not limited to First Bank National Association, may use your or their assets to finance the distribution of shares of the Portfolios without a favorable opinion of counsel to the Portfolios or counsel to First Bank System, Inc. 15. This Agreement may not be assigned by you without our consent. 16. This Agreement may be terminated at any time by you or us upon the giving of written notice to the other party. 17. All communications to us shall be sent to the address set forth in the heading above. Any notice to you shall be duly given if mailed or telegraphed to you at the address specified by you below. 18. This Agreement shall be construed in accordance with the internal laws of the State of Wisconsin. SECURA INVESTMENTS, INC. By Its We have read the foregoing Agreement and the Addendum thereto and accept the appointments therein and agree to the terms and conditions thereof. FBS INVESTMENT SERVICES, INC. By Its and By Its THE ABOVE AGREEMENT MUST BE EXECUTED IN TRIPLICATE AND ONE COPY WILL BE RETURNED TO FBS INVESTMENT SERVICES, INC. SECURA INVESTMENTS, INC. ADDENDUM TO FBS INVESTMENT SERVICES, INC. SELLING AGREEMENT FOR SHARES OF FIRST AMERICAN INVESTMENT FUNDS, INC. Discount from Sales Charge: _____ % of applicable sales charge Service Fee: ____ % of the average daily net assets of accounts for which you are the authorized dealer. You agree that SECURA Investments, Inc. shall in its sole discretion determine the authorized dealer for any particular account, and may in its sole discretion assign portions of accounts among dealers in situations where more than one dealer has made material sales for any particular account. EX-99.B14 16 EXHIBIT 14 Retirement Plan INSTRUCTIONS FOR COMPLETING ADOPTION AGREEMENT Qualified Profit Sharing Plan and Trust Number 001 These instructions are designed to help you, the employer, along with your attorney and tax advisor, complete the Adoption Agreement for the Universal Qualified Retirement Plan. They are only meant to be used as a general guide and are not intended as a substitute for qualified legal and tax advisors. If you wish to have us, the financial institution which sponsors this prototype Plan, help you fill out the Adoption Agreement, we will do so. However, we recommend that you obtain the advice of your tax or legal advisor before you sign it. This Adoption Agreement has been designed for easy completion. There are three individual pages which require your completion. Each page contains the original plus two carbonless copies. Firmly grasp the bottom of each page (including the copies) and detach at the top. Insert the 3 pages into a typewriter and follow the Section instructions to complete. When finished, detach the bottom and you will have three copies for each page. Follow this procedure for each of the three pages to this Adoption Agreement. SECTION 1. PLAN AND TRUST NAME Enter the name by which you wish this Plan to be known. Most employers use the name of the business entity. For example, the "ABC, Inc." Profit Sharing Plan and Trust. SECTION 2. INITIAL ADOPTION OR REPLACEMENT OF PLAN Option A. If you are adopting a new profit sharing plan, check box A and fill in the effective date. Normally, the effective date is the first day of the tax year in which this Adoption Agreement is signed. Option B. If this Plan is amending and replacing an existing profit sharing plan, check box B and fill in the appropriate blanks. To do so, you must refer to your existing profit sharing plan to find the date the existing plan was initially adopted and the date it was initially effective. Normally, the effective date of the amendment and restatement is the first day of the tax year in which this Adoption Agreement is signed. SECTION 3. ELIGIBILITY REQUIREMENTS Within limits, you can specify the number of years your employees must work for you and the age they must attain before they are eligible to participate in the Plan. Note that the eligibility requirements which you set up for the Plan apply to you also. Suppose, for example, you impose a service requirement of two years and an age requirement of 21. In that case, only those employees (including yourself) who have worked for you for two years and are at least 21 years old are eligible to be covered by the Plan. Be sure to complete Section 3 even if you do not have employees. Part A. Years of Eligibility Service Requirement Fill in the number of years of service (no more than 3). If you select more than 1 year, the immediate 100% vesting schedule of Section 7, Part A, Option 3 must be selected. Part B. Age Requirement Fill in the age that an employee must attain (no more than 21) to be eligible to participate in the Plan. Part C. Class of Employees Eligible to Participate Generally, you are permitted under the law to exclude certain employees covered by the terms of a collective bargaining agreement (for example, a union agreement) and non-resident aliens who have no U.S. income. If you wish to do so, check the box under Section 3, Part C. SECTION 4. EMPLOYER CONTRIBUTION FORMULA For each plan year, your managing body will determine the contribution out of current or accumulated net profit which you will make to the Plan. There are no blanks to be completed in this section. SECTION 5. EMPLOYER ALLOCATION FORMULA Option A. If this Plan will not be integrated with Social Security, check box A. Option B. If this Plan will be integrated with Social Security, check box B and fill in an integration level. Integration is quite complicated so if you intend to integrate your Plan, you should consult your tax advisor. SECTION 6. DEFINITION OF COMPENSATION Contributions under this Plan are made on the basis of a participant's compensation. Check box A if you wish to make contributions based on earnings actually paid within the plan year. Check box B if you wish to make contributions based on earnings accrued within the plan year. SECTION 7. VESTING AND NORMAL RETIREMENT AGE The vesting schedule determines the rate at which a participant's balance in their account derived from employer contributions becomes nonforfeitable. Suppose, for example, you have selected the vesting schedule in Section 7, Part A-2, and you have an employee who leaves your employ after completing 3 years of service. He or she will be 40% vested and therefore will be entitled to keep 40% of the value of his or her account attributable to employer contributions. The balance of 60% will be forfeited. Part A. Select one of the vesting schedules in Section 7, Part A. Note that if you have imposed a requirement of more than one year of service in Section 3, Part A, you must select the immediate 100% vesting schedule of Section 7, Part A-3. Part B Complete Section 7, Part B, normal retirement age, by selecting and completing either 1 or 2. SECTION 8. HOURS REQUIRED Part A. Fill in the number of hours of service which shall be required to constitute a year of vesting service or a year of eligibility service. This can be no more than 1,000 hours. Suppose, for example, you fill in 1,000 hours of service. This means any employee who works at least 1,000 hours during the appropriate period will be credited with a year of service for the purposes of vesting, eligibility, etc. On the other hand, if the employee works less than 1,000 hours, he or she will not be credited with a year of service for those purposes. Part B. Fill in the number of hours of service which must be exceeded to avoid a break in service. This can be no more than 500. SECTION 9. LIMITATION ON ALLOCATIONS--More Than One Plan You must read and complete this section if, in addition to this Plan: You ever maintained a defined benefit plan; or You currently maintain an individually designed plan. Individually designed plans are no master or prototype plans, but rather, plans written for just one particular employer. SECTION 10. ADDITIONAL PLANS This plan is a standardized plan under applicable IRS procedures. An employer who adopts a standardized plan generally does not have to request a ruling from the IRS (called a determination letter) that the Plan, under the facts and circumstances unique to that particular employer, meets the requirements for qualification under the tax laws and regulations. Section 10 states an exception to the procedures for standardized plans, namely, if you maintain another plan (other than paired Money Purchase Pension Plan Number 002), you must obtain a determination letter if you wish to obtain assurance that the Plan is qualified. SECTION 11. SIGNATURES AND OTHER INFORMATION Part A. Employer Information Fill in the requested information in Part A. In the space marked "Nature of Business," accurately describe your business. For example, radio and TV repair, retail bakery, etc. This information is needed to prepare the tax return for the Plan. Part B. Employer Signature An authorized representative of the employer must sign the Adoption Agreement in Part B, marked "Employer Signature." Generally, to name a Trustee of the Plan, complete Part C or Part D. Part C. Financial Institution Trustee or Custodian If our financial institution is acting as trustee or custodian under the Plan, one of our authorized representatives will sign Part C, marked "Financial Institution Trustee or Custodian." Part D. Individual Trustees If you and/or others from your company (for example, other officers, partners, etc.) will be acting as your own trustee(s), all of the trustees which you appoint must sign Part D, marked "Individual Trustees." Part E. Plan Sponsor. The name and address of our Financial Institution will be filled in as Plan Sponsor in Part E. ADOPTION AGREEMENT Qualified Profit Sharing Plan and Trust Number 001 SECTION 1. PLAN AND TRUST NAME The Plan and Trust shall be known as the [blank] Profit Sharing Plan and Trust. SECTION 2. INITIAL ADOPTION OR REPLACEMENT OF PLAN (Complete either Option A or Option B) Option A. [box] This is the initial adoption of a profit sharing plan by the Employer and is effective on [blank], 19[blank], or Option B. [box] This is a replacement of an existing profit sharing plan by amendment and restatement. The existing plan was initially adopted on [blank], 19[blank], and initially effective on [blank], 19[blank]. This amendment and restatement is effective on [blank], 19[blank]. SECTION 3. ELIGIBILITY REQUIREMENTS (Complete Part A, B and C) Part A. Years of Eligibility Service Requirement An Employee will be eligible to become a Covered Employee after having completed [blank] (no more than 3) Years of Eligibility Service. Note: If more than 1 year is selected, the immediate (100%) vesting schedule of Section 7, Part A, Option 3 must be selected. Part B. Age Requirement An Employee will have met the age requirement upon attainment of age [blank] (no more than 21). Part C. Class of Employees Eligible to Participate All Employees must be eligible to become Covered Employees, except the following (if checked): [box] All Employees except those included in a unit of Employees covered by the terms of a collective bargaining agreement between Employee representatives (the term "Employee representatives" does not include any organization more than half of whose members are Employees who are owners, officers or executives of the Employer) and the Employer under which retirement benefits were the subject of good faith bargaining unless the agreement provides that such Employees are to be included in the Plan, and except those Employees who are non-resident aliens pursuant to Section 410(b)(3)(C) of the Code and who received no earned income from the Employer which constitutes income from sources within the United States. SECTION 4. EMPLOYER CONTRIBUTION FORMULA For each Plan Year, the Employer will contribute out of current or accumulated Net Profit an amount to be determined from year to year. SECTION 5. EMPLOYER ALLOCATION FORMULA (Choose either Option A or B) Option A. [box] The Employer shall allocate the Employer Contribution in the same percentage pro rata to qualified Participants that the qualified Participant's Compensation for the Plan Year bears to the total Compensation for the Plan Year of all qualified Participants. Option B. [box] Subject to the special rules for Top Heavy Plans described in Section 4.01(D) of the Plan, the Employer shall allocate the Employer Contribution in accordance with an integration formula. The Employer Contribution shall be allocated first in the manner described in Section 5, Option A but only with respect to Compensation in excess of the integration level. The integration level shall be [blank] (not in excess of the Taxable Wage Base in effect on the first day of the Plan Year). The maximum amount which may be allocated to a Participant in the manner is the product of the tax rate applicable to contributions for old age, survivor and disability insurance (OASDI) under the Social Security Act (as in effect on the first day of the Plan Year) and his Compensation in excess of the integration level. Any remaining portion of the Employer Contribution shall be allocated in the same manner as Section 5, Option A. SECTION 6. DEFINITION OF COMPENSATION (Choose either Option A or B) Compensation will mean all of each Participant's earnings for the Plan Year which are subject to tax under Section 3101(a) of the Internal Revenue Code without the dollar limitation of Section 3121(a) but not including deferred compensation other than contributions through a salary reduction agreement to a cash or deferred plan under Section 401(k) of the Code or to a tax deferred annuity under Section 403(b) of the Code, which are: Option A. [box] actually paid within such year; or [box] accrued within such year. SECTION 7. VESTING AND NORMAL RETIREMENT AGE (Complete Part A and B) Part A. Participants shall become Vested in the Employer Contribution as follows (Choose One): YEARS OF VESTING SERVICE 1 2 3 4 5 6 VESTED AMOUNT Option 1 [box] 0% 0% 100% 100% 100% 100% Option 2 [box] 0% 20% 40% 60% 80% 100% Option 3 [box] 100% 100% 100% 100% 100% 100% Option 4 [box] Complete if Chosen [blank]% [blank]% (not less than 20%) [blank]% (not less than 40%) [blank]% (not less than 60%) [blank]% (not less than 80%) [blank]% (not less than 100%) Part B. For each Participant, the Normal Retirement Age is (Choose One): Option 1. [box] Age [blank] (not to exceed 65). Option 2. [box] The later of age [blank] (not to exceed 65) or [blank] (not to exceed 10th) anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant became a Covered Employee. SECTION 8. HOURS REQUIRED (Complete Part A and B) Part A. [blank] Hours of Service (no more than 1,000) shall be required to constitute a Year of Vesting Service or Year of Eligibility Service. Part B. [blank] Hours of Service (no more than 500) must be exceeded to avoid a Break in Service or One Year Break in Service. SECTION 9. LIMITATION ON ALLOCATIONS--More Than One Plan (Complete if Applicable) If you maintain or ever maintained another qualified plan (other than paired Plan No. 002) in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, you must complete this section. Part A. If the Participant is covered under another qualified defined contribution plan maintained by the Employer, other than a master or prototype plan: 1. [box] The provisions of subsections (B)(1) through (B)(6) of Section 4.05 of the Plan will apply as if the other plan were a master or prototype plan. 2. [box] Other method. (Provide the method under which the plans will limit total annual additions to the maximum permissible amount, and will properly reduce any excess amounts, in a manner that precludes Employer discretion.) [blank] Part B. If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer, the Employer will provide below the language which will satisfy the 1.0 limitation of Section 415(e) of the Code. Such language must preclude Employer discretion. (Complete) [blank] Part C. The limitation year is the following 12-consecutive month period: [blank] SECTION 10. ADDITIONAL PLANS An Employer who has ever maintained or who later adopts any plan (including, after December 31, 1985, a welfare benefit fund as defined in Section 419(e) of the Code, which provides post-retirement medical benefits allocated to separate accounts for key employees as defined in Section 419A(d)(3) of the Code) in addition to this Plan (other than paired plan No. 002) may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under Section 401 of the Internal Revenue Code. If the Employer who adopts or maintains multiple plans wishes to obtain reliance that his or her plan(s) are qualified, application for a determination letter should be made to the appropriate Key District Director of Internal Revenue. This Adoption Agreement may be used only in conjunction with Basic Plan Document No. 01. SECTION 11. SIGNATURES AND OTHER INFORMATION (Complete Part A, B and E, and either Part C or D) Date Executed [blank] Part A. Employer Information Name of Business [blank] Address [blank] Phone [blank] Nature of Business [blank] Income Tax Year Ends [blank (month) (day)] Federal Tax Identification Number [blank] Part B. Employer Signature Signature [blank] Witness [blank] (Type Name) [blank] Part C. Financial Institution Trustee or Custodian Name Institution Trustee or Custodian [blank] Signature [blank] Witness [blank] (Type Name) [blank] Part D. Individual Trustees Signature [blank] Witness [blank] (Type Name) [blank] Signature [blank] Witness [blank] (Type Name) [blank] Part E. Plan Sponsor Name of Sponsor [blank] Address [blank] Note: The Plan Sponsor recommends that advice be obtained from a qualified attorney and tax advisor regarding completion of this Agreement prior to its execution. AGREEMENT Qualified Money Purchase Pension Plan and Trust Number INSTRUCTIONS FOR COMPLETING ADOPTION AGREEMENT Qualified Money Purchase Pension Plan and Trust Number 002 These instructions are designed to help you, the employer, along with your attorney and tax advisor, complete the Adoption Agreement for the Universal Qualified Retirement Plan. They are only meant to be used as a general guide and are not intended as a substitute for qualified legal and tax advisors. If you wish to have us, the financial institution which sponsors this prototype Plan, help you fill out the Adoption Agreement, we will do so. However, we recommend that you obtain the advice of your tax or legal advisor before you sign it. This Adoption Agreement has been designed for easy completion. There are three individual pages which require your completion. Each page contains the original plus two carbonless copies. Firmly grasp the bottom of each page (including the copies) and detach at the top. Insert the 3 pages into a typewriter and follow the Section instructions to complete. When finished, detach the bottom and you will have three copies for each page. Follow this procedure for each of the three pages to this Adoption Agreement. SECTION 1. PLAN AND TRUST NAME Enter the name by which you wish this Plan to be known. Most employers use the name of the business entity. For example, the "ABC, Inc." Money Purchase Pension Plan and Trust. SECTION 2. INITIAL ADOPTION OR REPLACEMENT OF PLAN Option A. If you are adopting a new money purchase pension plan, check box A and fill in the effective date. Normally, the effective date is the first day of the tax year in which this Adoption Agreement is signed. Option B. If this Plan is amending and replacing an existing money purchase pension plan, check box B and fill in the appropriate blanks. To do so, you must refer to your existing money purchase pension plan to find the date the existing plan was initially adopted and the date it was initially effective. Normally, the effective date of the amendment and restatement is the first day of the tax year in which this Adoption Agreement is signed. SECTION 3. ELIGIBILITY REQUIREMENTS Within limits, you can specify the number of years your employees must work for you and the age they must attain before they are eligible to participate in the Plan. Note that the eligibility requirements which you set up for the Plan apply to you also. Suppose, for example, you impose a service requirement of two years and an age requirement of 21. In that case, only those employees (including yourself) who have worked for you for two years and are at least 21 years old are eligible to be covered by the Plan. Be sure to complete Section 3 even if you do not have employees. Part A. Years of Eligibility Service Requirement Fill in the number of years of service (no more than 3). If you select more than 1 year, the immediate 100% vesting schedule of Section 7, Part A, Option 3 must be selected. Part B. Age Requirement Fill in the age that an employee must attain (no more than 21) to be eligible to participate in the Plan. Part C. Class of Employees Eligible to Participate Generally, you are permitted under the law to exclude certain employees covered by the terms of a collective bargaining agreement (for example, a union agreement) and non-resident aliens who have no U.S. income. If you wish to do so, check the box under Section 3, Part C. SECTION 4. NON-INTEGRATED EMPLOYER CONTRIBUTION FORMULA If this Plan will not be integrated with Social Security, complete Section 4 by indicating the percentage of each participant's compensation you will contribute to the Plan each year. This is a fixed percentage and must be contributed whether you have profits or not. Note: This percentage should not exceed 25 percent for incorporated businesses, or 20 percent for non-incorporated businesses. SECTION 5. INTEGRATED EMPLOYER CONTRIBUTION FORMULA Complete this section only if this Plan will be integrated with Social Security. Integration is quite complicated so if you intend to integrate your Plan, you should consult your tax advisor. SECTION 6. DEFINITION OF COMPENSATION Contributions under this Plan are made on the basis of a participant's compensation. Check box A if you wish to make contributions based on earnings actually paid within the Plan year. Check box B if you wish to make contributions based on earnings accrued within the Plan year. SECTION 7. VESTING AND NORMAL RETIREMENT AGE The vesting schedule determines the rate at which a participant's balance in their account derived from employer contributions becomes nonforfeitable. Suppose, for example, you have selected the vesting schedule in Section 7, Part A-2, and you have an employee who leaves your employ after completing 3 years of service. He or she will be 40% vested and therefore will be entitled to keep 40% of the value of his or her account attributable to employer contributions. The balance of 60% will be forfeited. Part A. Select one of the vesting schedules in Section 7, Part A. Note that if you have imposed a requirement of more than one year of service in Section 3, Part A, you must select the immediate 100% vesting schedule of Section 7, Part A, Option 3. Part B Complete Section 7, Part B, normal retirement age, by selecting and completing either Option 1 or 2. SECTION 8. HOURS REQUIRED Part A. Fill in the number of hours of service which shall be required to constitute a year of vesting service or a year of eligibility service. This can be no more than 1,000 hours. Suppose, for example, you fill in 1,000 hours of service. This means any employee who works at least 1,000 hours during the appropriate period will be credited with a year of service for the purposes of vesting, eligibility, etc. On the other hand, if the employee works less than 1,000 hours, he or she will not be credited with a year of service for those purposes. Part B. Fill in the number of hours of service which must be exceeded to avoid a break in service. This can be no more than 500. SECTION 9. LIMITATION ON ALLOCATIONS--More Than One Plan You must read and complete this section if, in addition to this Plan: You ever maintained a defined benefit plan; or You currently maintain an individually designed plan. Individually designed plans are no master or prototype plans, but rather, plans written for just one particular employer. SECTION 10. ADDITIONAL PLANS This plan is a standardized plan under applicable IRS procedures. An employer who adopts a standardized plan generally does not have to request a ruling from the IRS (called a determination letter) that the plan, under the facts and circumstances unique to that particular employer, meets the requirements for qualification under the tax laws and regulations. Section 10 states an exception to the procedures for standardized plans, namely, if you maintain another plan (other than paired Profit Sharing Plan Number 001), you must obtain a determination letter if you wish to obtain assurance that the Plan is qualified. SECTION 11. SIGNATURES AND OTHER INFORMATION Part A. Employer Information Fill in the requested information in Part A. In the space marked "Nature of Business," accurately describe your business. For example, radio and TV repair, retail bakery, etc. This information is needed to prepare the tax return for the Plan. Part B. Employer Signature An authorized representative of the employer must sign the Adoption Agreement in Part B, marked "Employer Signature." Generally, to name a Trustee of the Plan, complete Part C or Part D. Part C. Financial Institution Trustee or Custodian If our financial institution is acting as trustee or custodian under the Plan, one of our authorized representatives will sign Part C, marked "Financial Institution Trustee or Custodian." Part D. Individual Trustees If you and/or others from your company (for example, other officers, partners, etc.) will be acting as your own trustee(s), all of the trustees which you appoint must sign Part D, marked "Individual Trustees." Part E. Plan Sponsor. The name and address of our Financial Institution will be filled in as Plan Sponsor in Part E. ADOPTION AGREEMENT Qualified Money Purchase Pension Plan and Trust Number 002 SECTION 1. PLAN AND TRUST NAME The Plan and Trust shall be known as the [blank] Money Purchase Pension Plan and Trust. SECTION 2. INITIAL ADOPTION OR REPLACEMENT OF PLAN (Complete either Option A or Option B) Option A. [box] This is the initial adoption of a money purchase pension plan by the Employer and is effective on [blank], 19[blank], or Option B. [box] This is a replacement of an existing money purchase pension plan by amendment and restatement. The existing plan was initially adopted on [blank], 19[blank], and initially effective on [blank], 19[blank]. This amendment and restatement is effective on [blank], 19[blank]. SECTION 3. ELIGIBILITY REQUIREMENTS (Complete Part A, B and C) Part A. Years of Eligibility Service Requirement An Employee will be eligible to become a Covered Employee after having completed [blank] (no more than 3) Years of Eligibility Service. Note: If more than 1 year is selected, the immediate (100%) vesting schedule of Section 7, Part A, Option 3 must be selected. Part B. Age Requirement An Employee will have met the age requirement upon attainment of age [blank] (no more than 21). Part C. Class of Employees Eligible to Participate All Employees must be eligible to become Covered Employees, except the following (if checked): [box] All Employees except those included in a unit of Employees covered by the terms of a collective bargaining agreement between Employee representatives (the term "Employee representatives" does not include any organization more than half of whose members are Employees who are owners, officers or executives of the Employer) and the Employer under which retirement benefits were the subject of good faith bargaining unless the agreement provides that such Employees are to be included in the Plan, and except those Employees who are non-resident aliens pursuant to Section 410(b)(3)(C) of the Code and who received no earned income from the Employer which constitutes income from sources within the United States. SECTION 4. NON-INTEGRATED EMPLOYER CONTRIBUTION FORMULA (Complete if this Plan is not integrated) For each Plan Year, the Employer will contribute for each qualified Participant [blank]% (not to exceed 25%) of the qualified Participant's Compensation for the Plan Year. SECTION 5. INTEGRATED EMPLOYER CONTRIBUTION FORMULA (Complete if this Plan is integrated) For each Plan Year, the Employer will contribute for each qualified Participant an amount equal to [blank]% of the qualified Participant's Compensation for the Plan Year, plus [blank]% (not to exceed the tax rate applicable to Employers for old age, survivors and disability insurance (OASDI) under the Social Security Act) of such Participant's Compensation for the Plan Year in excess of [blank] (not to exceed the Taxable Wage Base). Both the Taxable Wage Base and OASDI tax rate are those in effect on the first day of the Plan Year. SECTION 6. DEFINITION OF COMPENSATION (Choose either Option A or B) Compensation will mean all of each Participant's earnings for the Plan Year which are subject to tax under Section 3101(a) of the Internal Revenue Code without the dollar limitation of Section 3121(a) but not including deferred compensation other than contributions through a salary reduction agreement to a cash or deferred plan under Section 401(k) of the Code or to a tax deferred annuity under Section 403(b) of the Code, which are: Option A. [box] actually paid within such year; or [box] accrued within such year. SECTION 7. VESTING AND NORMAL RETIREMENT AGE (Complete Part A and B) Part A. Participants shall become Vested in the Employer Contribution as follows (Choose One): YEARS OF VESTING SERVICE 1 2 3 4 5 6 VESTED AMOUNT Option 1 [box] 0% 0% 100% 100% 100% 100% Option 2 [box] 0% 20% 40% 60% 80% 100% Option 3 [box] 100% 100% 100% 100% 100% 100% Option 4 [box] Complete if Chosen [blank]% [blank]% (not less than 20%) [blank]% (not less than 40%) [blank]% (not less than 60%) [blank]% (not less than 80%) [blank]% (not less than 100%) Part B. For each Participant, the Normal Retirement Age is (Choose One): Option 1. [box] Age [blank] (not to exceed 65). Option 2. [box] The later of age [blank] (not to exceed 65) or [blank] (not to exceed 10th) anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant became a Covered Employee. SECTION 8. HOURS REQUIRED (Complete Part A and B) Part A. [blank] Hours of Service (no more than 1,000) shall be required to constitute a Year of Vesting Service or Year of Eligibility Service. Part B. [blank] Hours of Service (no more than 500) must be exceeded to avoid a Break in Service or One Year Break in Service. SECTION 9. LIMITATION ON ALLOCATIONS--More Than One Plan (Complete if Applicable) If you maintain or ever maintained another qualified plan (other than paired Plan No. 001) in which any Participant in this Plan is (or was) a Participant or could possibly become a Participant, you must complete this section. Part A. If the Participant is covered under another qualified defined contribution plan maintained by the Employer, other than a master or prototype plan: 1. [box] The provisions of subsections (B)(1) through (B)(6) of Section 4.05 of the Plan will apply as if the other plan were a master or prototype plan. 2. [box] Other method. (Provide the method under which the plans will limit total annual additions to the maximum permissible amount, and will properly reduce any excess amounts, in a manner that precludes Employer discretion.) [blank] Part B. If the Participant is or has ever been a participant in a defined benefit plan maintained by the Employer, the Employer will provide below the language which will satisfy the 1.0 limitation of Section 415(e) of the Code. Such language must preclude Employer discretion. (Complete) [blank] Part C. The limitation year is the following 12-consecutive month period: [blank] SECTION 10. ADDITIONAL PLANS An Employer who has ever maintained or who later adopts any plan (including, after December 31, 1985, a welfare benefit fund as defined in Section 419(e) of the Code, which provides post-retirement medical benefits allocated to separate accounts for key employees as defined in Section 419A(d)(3) of the Code) in addition to this Plan (other than paired plan No. 001) may not rely on the opinion letter issued by the National Office of the Internal Revenue Service as evidence that this Plan is qualified under Section 401 of the Internal Revenue Code. If the Employer who adopts or maintains multiple plans wishes to obtain reliance that his or her plan(s) are qualified, application for a determination letter should be made to the appropriate Key District Director of Internal Revenue. This Adoption Agreement may be used only in conjunction with Basic Plan Document No. 01. SECTION 11. SIGNATURES AND OTHER INFORMATION (Complete Part A, B and E, and either Part C or D) Date Executed [blank] Part A. Employer Information Name of Business [blank] Address [blank] Phone [blank] Nature of Business [blank] Income Tax Year Ends [blank (month) (day)] Federal Tax Identification Number [blank] Part B. Employer Signature Signature [blank] Witness [blank] (Type Name) [blank] Part C. Financial Institution Trustee or Custodian Name Institution Trustee or Custodian [blank] Signature [blank] Witness [blank] (Type Name) [blank] Part D. Individual Trustees Signature [blank] Witness [blank] (Type Name) [blank] Signature [blank] Witness [blank] (Type Name) [blank] Part E. Plan Sponsor Name of Sponsor [blank] Address [blank] Note: The Plan Sponsor recommends that advice be obtained from a qualified attorney and tax advisor regarding completion of this Agreement prior to its execution. FEATURES OF THE SECURA SEP PLAN WHAT IS A SEP? A Simplified Employee Pension (SEP) Plan is a type of retirement plan which provides you, the employer, an important employee benefit for your employees (including you if you perform services for the business) and also gives you tax deductions for contributions you make under the Plan. Amounts contributed by you for your employees under the SEP are deposited into your employees' IRAs. By having a SEP, you may be more successful in retaining and attracting the talented personnel you need to run your business. THE SECURA SEP PLAN By making the SECURA Plan available to you, we are offering you a choice between a "Basic" SEP Plan (under which traditional discretionary contributions may be made) and a "Salary Deferral" SEP Plan (under which salary deferral contributions are made and discretionary contributions may be made), all under just one plan document. However, only certain employers are eligible to have the Salary Deferral SEP Plan (see the "Salary Deferral Option" under "Optional Features" below.) STANDARD FEATURES Eligibility Requirements: Not all employees have to be covered under the SECURA SEP Plan. At your option, you can exclude employees who have not reached age 21, those who have not worked for you during at least 3 of the immediately preceding 5 years and those who earn less than $300 per year. In addition, you may exclude employees who are non-resident aliens and certain union members. Contribution limits: With or without the salary deferral option, the maximum contribution which can be made for any employee is 15% of compensation or $30,000, whichever is less. Plan Year: The Plan is maintained over the same year as the employer's tax year (calendar or fiscal year). Place of Deposit: All contributions made under the Plan must be deposited into a SEP-IRA with the financial institution which sponsors the Plan. OPTIONAL FEATURES Integration: The Plan allows for integration of discretionary contributions with Social Security under the new "permitted disparity" rules. The integration level under the Plan is the current year's Social Security taxable wage base. Salary Deferral Option: - - Employees can elect to defer up to $7,000 of their annual salary, - - The amount of salary deferred is not taxed to the employee but is included in wages for social security and federal unemployment tax purposes, - - The employer gets a deduction for employee salary deferrals (salary deferrals are considered employer contributions), and - - Employees can change their salary deferral elections twice a year. - - The salary deferral option is available for employers: - With no more than 25 eligible employees at any time during the preceding year, - With at least 50% of all eligible employees electing to make salary deferrals, - Which are not state or local governments, state or local government agencies or tax-exempt organizations, and - Which do not currently have a 401(k) plan or purchase tax-sheltered annuities for employees under salary deferral agreements. SEE YOUR ADVISORS If you are interested in establishing the SECURA SEP Plan, consult your tax and legal advisors for selecting the type of plan and plan features which best suit your business needs. Once you are ready to adopt the Plan, SECURA will be happy to assist you in completing the necessary papers. ADOPTION AGREEMENT SECTION 1 PLAN NAME The Plan shall be known as the [blank] Simplified Employee Pension Plan. SECTION 2 INITIAL ADOPTION OR REPLACEMENT OF PLAN (Complete either Option A or Option B) Option A. [box] This is the initial adoption of a Simplified Employee Pension Plan by the Employer and its Effective Date is [blank], 19[blank]; or Option B. [box] This is a replacement of an existing Simplified Employee Pension Plan by amendment and restatement. The existing plan was initially adopted on [blank], 19[blank], and initially effective on [blank], 19[blank]. The Effective Date of this amendment and restatement is [blank], 19[blank]. SECTION 3 EMPLOYER CONTRIBUTIONS AND ALLOCATION Part A. Discretionary Contributions (Choose Option 1 or Option 2): Option 1. [box] Non-Integrated Formula (as described on the reverse side of this Agreement) Option 2. [box] Integrated Formula (as described on the reverse side of this Agreement) Base Contribution Percentage--An amount equal to [blank] (at least 3) percent of the Participant's Unreduced Compensation which does not exceed the taxable wage base (as determined under Section 230 of the Social Security Act). Excess Contribution Percentage--An amount equal to [blank] percent of the Participant's Unreduced Compensation (not in excess of $200,000) which exceeds the taxable wage base. Part B. Retirement Savings Contributions (Complete this Part only if a salary deferral arrangement is desired). A Contributing Participant may elect to defer from [blank]% to [blank]% of his Unreduced Compensation in increments of one percent. SECTION 4 ELIGIBILITY REQUIREMENTS (Complete Part A, B and C) Part A. Age Requirement (as described on the reverse side of this Agreement) [blank] (no more than 21) years of age. Part B. Service Requirement (as described on the reverse side of this Agreement) [blank] (no more than 3) of the immediately preceding 5 years of Service. Part C. Class of Employees Not Eligible to Participate (as described on the reverse side of this Agreement) The following classes of Employees (Excludible Employees) shall not be eligible to participate as a Participant or as a Contributing Participant (if checked): [box] Members of a Union/Non-resident Aliens [box] Employees with Compensation Under $300 SECTION 5 SIGNATURES AND OTHER INFORMATION Name of Employer [blank] Address [blank] Federal Tax I.D. Number [blank] Income Tax Year End [blank] (month) (day) Employer's Signature [blank] Date Executed [blank] Witness [blank] Name of Plan Sponsor [blank] Plan of Sponsor's Signature [blank] Date Executed [blank] Witness [blank] Note to Employer: You should obtain the advice of a qualified attorney and tax advisor regarding completion of this Agreement before signing it. Discretionary Contributions The Employer may, in its sole discretion, contribute to the IRA of each Participant each Plan Year such amount as its managing body shall determine. These contributions shall be designated as Discretionary Contributions. Non-Integrated Formula The Discretionary Contribution for each Plan Year shall be allocated to the IRA of each Participant in the same proportion as such Participant's Unreduced Compensation (not in excess of $200,000) bears to all Participants' Unreduced Compensation for such year. The amount allocated to each Participant's IRA shall be limited to the lesser of 15 percent of the first $200,000 of the Participant's Unreduced Compensation or $30,000. Integrated Formula The Discretionary Contribution for each Plan Year shall be the sum of an amount equal to the base contribution percentage plus an amount equal to the excess contribution percentage. The amount allocated to each Participant's IRA shall be limited to the lesser of 15 percent of the first $200,000 of the Participant's Unreduced Compensation or $30,000. Limit on Excess Contribution Percentage - Notwithstanding the excess contribution percentage selected on the front side of this Agreement, the excess contribution percentage shall not exceed the lesser of: 1) the difference between such percentage and the base contribution percentage or 2) 5.7 percent (or, if greater, the OASDI Rate). Retirement Savings Contributions Limit on Retirement Savings Contributions Notwithstanding the range of the Retirement Savings Contribution percentage selected on the front side of this Agreement, the Employer shall not allocate Retirement Savings Contributions to the IRA of any Contributing Participant for any calendar year in excess of $7,000. ELIGIBILITY REQUIREMENTS Age Requirement An Employee will be eligible to become a Participant (and/or a Contributing Participant if the Employer has adopted a salary deferral arrangement) after attaining the age specified on the front side of this Agreement. Service Requirement An Employee will be eligible to become a Participant (and/or a Contributing Participant if the Employer has adopted a salary deferral arrangement) after having performed Service (as defined under Section 2 of the Plan) for the Employer during the time period specified on the front side of this Agreement. Class of Employees Not Eligible to Participate Members of a Union/Non-Resident Aliens Those employees included in a unit of Employees covered by the terms of a collective bargaining agreement between Employee representatives (the term "Employee representatives" does not include any organization more than half of whose members are Employees who are owners, officers or executives of the Employer) and the Employer under which retirement benefits were the subject of good faith bargaining unless the agreement provides that such Employees are to be included in the Plan, and except those Employees who are non-resident aliens and who received no earned income from the Employer which constitutes income from sources within the United States. Employees with Compensation Under $300 Those Employees who did not earn at least $300 of Compensation from the Employer during the Plan Year. SEP SUMMARY FOR EMPLOYEES ESTABLISHMENT OF SEP PLAN Your employer has adopted a type of employee benefit plan known as a Simplified Employee Pension (SEP) Plan. In order to become a participant in the Plan, you must meet the Plan's eligibility requirements specified below. Once you become a participant, you are entitled to receive a certain share of the amounts your employer contributes under the Plan and/or make contributions to the Plan out of your salary. All contributions will be deposited into a SEP IRA for you. Contributions made under the Plan for you are yours to keep. These features of the Plan are explained further in the Employee Information Booklet. The actual Plan is a complex legal document that has been written in a manner required by the Internal Revenue Service. This document is called a SEP Summary. It is designated to explain and summarize the important features of the Plan. If you have any questions or need additional information about the Plan, consult *Name of Employer Representative) You may also examine the Plan itself at a reasonable time by making arrangements with the above mentioned representative of your employer. TYPE OF PLAN Check One [ ]Basic SEP Plan: Your employer has adopted a "Basic" SEP Plan. Under this type of SEP Plan, your employer may (but is not required to) make discretionary contributions on your behalf. Your right to receive and the amount of the discretionary contribution will be determined under the "Eligibility Requirements" and "Contribution Formula" sections below. [ ]Salary Deferral SEP Plan: Your employer has adopted a "Salary Deferral" SEP Plan. Under this type of SEP Plan, your employer may (but is not required to) make discretionary contributions on your behalf. In addition, if you agree to a payroll deduction, your employer will deposit the percentage of your salary you specify to your SEP-IRA. These types of contributions are called retirement savings contributions. Your right to receive and the amount of the discretionary or retirement savings contribution will be determined under the "Eligibility Requirements" and "Contribution Formula" sections below. ELIGIBILITY REQUIREMENTS EMPLOYER CONTRIBUTIONS: Discretionary contributions and, if a Salary Deferral SEP Plan has been adopted, retirement savings contributions, may be made by your employer for you if you are an "eligible" employee and if you have met the age and service requirements set forth below. ELIGIBLE EMPLOYEES: Under the SEP Plan, all employees can participate except the classifications of employees checked below: [ ] Those employees covered by the terms of a collective bargaining agreement (a union agreement) and those employees who are non-resident aliens. [ ] Those employees who did not earn at least $300 from the employer during the year. AGE REQUIREMENT: You must be at least _______ years old. SERVICE REQUIREMENT: You must have worked for your employer in at least _____ of the immediately preceding 5 years. CONTRIBUTION FORMULA DISCRETIONARY CONTRIBUTIONS: (check one) [ ] Non-Integrated Formula:: See Question 2 of your Employee Information Booklet. [ ] Integrated Formula:: See Questions 21 and 22 of your Employee Information Booklet. Discretionary Contribution for the year equals an amount equal to the Base Contribution Percentage of ____ % plus an amount equal to the Excess Contribution Percentage of ___%. RETIREMENT SAVINGS CONTRIBUTIONS: (for Salary Deferral SEP Plans only) See Questions 4, 5 and 6 of your Employee Information Booklet. You can set aside from ___% to ___% (in increments of 1%) of your salary or earnings from your employer to your SEP-IRA but the dollar amount set aside for any calendar year cannot exceed $7,000. Under the SEP Plan your employer has adopted, you must maintain your SEP-IRA at the following institution subject to the following terms: SEP-IRA WITH PLAN SPONSOR Name and Address of Institution __________________________________ Investment Options Government Bond Fund $___________ Special Equity Fund $________ Fixed Income Fund $___________ First American Money Fund $________ Stock Fund $___________ Other $________ Please refer to the Disclosure Statement and other documentation given to you by the above-named Institution for the other terms and conditions which apply to your SEP-IRA. This Discrimination Test Worksheet is to be used by an Employer which has adopted a Salary Deferral SEP Plan to determine whether Retirement Savings Contributions (salary deferrals) made under the P{lan comply with Section 408(k)(6) of the Internal Revenue Code. This testing procedure should be performed when the Plan is initially set up (use estimated figures), at each Enrollment Date (use estimated or actual figures) and at the end of each Plan Year (use actual figures). If the test results reveal that the anti-discrimination rules have been violated for a Plan Year, then follow the procedure in Section 4.01(B)(4) of the Plan. This worksheet is furnished as a service to each adopting Employer of the SECURA Simplified Employee Pension Plan by the Plan Sponsor. The Plan Sponsor is not obligated to conduct this discrimination test on behalf of adopting Employers nor it is obligated to amend this worksheet to incorporate changes to the anti-discrimination rules brought about by changes in the law. Column a List all employees who are eligible to become Contributing Participants (under Section 4 of the Adoption Agreement) and who are not Highly Compensated Employees as defined below under Column A. Column b List the Retirement Savings Contributions (salary deferrals) actually made by each Non-Highly Compensated Employee for the Plan Year. Column c List the unreduced compensation (compensation paid during the Plan Year plus retirement Savings Contributions made for the plan Year) for each Non-Highly Compensated Employee. Column d For each Non-Highly Compensated Employee, divide the amount in Column b by the amount in Column c and list the quotient (expressed as a percentage) here. Column A List all employees who are eligible to become Contributing Participants (under Section 4 of the Adoption Agreement) and who are Highly Compensated Employees. An employee is a Highly Compensated Employee if, at any time during the year of the preceding year, he or she: 1. Was a five-percent owner of the Employer; 2. Earned more that $75,000 in annual compensation from the Employer; 3. Earned more that $50,000 in annual compensation from the Employer and was a member of the top-paid group of employees (the top 20% of employees by pay during the same year); or 4. Was an officer of the Employer and received compensation greater than 150% of the dollar limit on annual additions to a defined contribution plan (currently $45,000). (NOTE: Certain family members of Highly Compensated Employee are not considered a separate employee and their compensation must be added to the Highly Compensated Employee's compensation. See IRC at 414(q)(6)). Column B List the Retirement Savings Contributions (salary deferrals) actually made by each Highly Compensated Employee for the Plan Year. Column C List the unreduced compensation (compensation paid during the Plan Year plus Retirement Savings Contributions made the Plan Year) for each Highly Compensated Employee. Column D For each Highly Compensated Employee, divide the amount in Column B by the amount in Column C and list the quotient (expressed as a percentage) here. Column E Calculate the Deferral Percentage limit which will apply to each Highly Compensated Employee by multiplying the Average Deferral Percentage (ADP) for the Non-Highly Compensated Employees by 1.25. Column F Indicate whether each Highly Compensated Employee has satisfied the Average Deferral Percentage Test by checking the appropriate box. ELIGIBILITY FORM: PARTNERSHIP The following questions are designated to help the corporation, along with its attorney and tax advisor, determine if it is eligible to adopt the Universal SEP Plan. Answer the following questions: REQUIREMENTS YES NO [ ] [ ] 1. Under the terms of the partnership agreement, is the establishment of this Plan an action of the partnership (i.e., Have the requisite number of partners agreed to the establishment of this Plan)? [ ] [ ] 2. Do you file a Form 1065 to report the business' taxable income? [ ] [ ] 3. Has the partnership ever maintained a defined benefit pension plan which is now terminated? If you answered YES to questions 1 & 2 and answered NO to question 3, proceed by answering the following questions 4 through 8. YES NO [ ] [ ] 4. Does any partner (with a capital or profits interest of 10% or more) or a group of 2 or more partners owe the entire interest in a sole proprietorship? [ ] [ ] 5. Does any partner (with a capital or profits interest of 10% or more) or a group of 2 or more partners own, directly or indirectly, more than a 50% capital or profits interest in a partnership (other than this partnership)? [ ] [ ] 6. Are you a membeer of a controlled group of trades or businesses (whether or not incorporated) within the meaning of IRC Section 414(c)? [ ] [ ] 7. Is the paartnership a member of an affiliated service group within the meaning of IRC Section 414(m)? [ ] [ ] 8. Doses the partnership use the services of leased employees within the meaning of IRC Section 414(n)? If the corporation answered any of the above questions 4, 5 or 6 YES, it may have to include the leased employees and/or employees of the other business(es) in this Plan or a comparable Plan. Consult a tax advisor to determine what additional action, if any, the corporation must take. ADDITIONAL If the corporation wants adopt a Salary Deferral SEP (within the meaning of IRC Section 408(k)(6), answer the following questions: REQUIREMENTS FOR SALARY DEFERRAL SEPS YES NO [ ] [ ] 9. Did you have more than 25 employees who were eligible to participate (or would have been eligible to participate if a SEP had been maintained) at any time during the preceding year? [ ] [ ] 10. Do you expect that fewer than 1/2 of all its eligible employees will elect to make salary deferrals? [ ] [ ] 11. Do you currently maintain a 401(k) plan or a 403(b) annuity program with a salary deferral arrangement? [ ] [ ] 12. Are you a branch or agency of a state or local government or a tax-exempt organization? If any of the above quesstions 9 through 12 were answered YES, you are not presently eligible to adopt this Salary Deferral SEP Plan. SIGNATURE IMPORTANT: Please read before signing I certify that: 1. I am authorized to estaablish the SEP Plan of the Plan Sponsor on behalf of the partnership. 2. The partnership is eligible to establish this Plan. 3. In determining its eligibility to adopt this Plan, the partnership has relied solely upon the advice of its own advisors. 4. The partnership agrees not to hold the Plan Sponsor responsible for any income tax liabilities it may suffer as a result of being found ineligible to establish this Plan. DATE EXECUTED SIGNATURE OF EMPLOYER TYPE NAME ELIGIBILITY FORM: SOLE PROPRIETORSHIP The following questions are designated to help you, the employer, along with your attorney and tax advisor, determine if you are eligible to adopt the Universal SEP Plan. Answer the following questions: REQUIREMENTS YES NO [ ] [ ] 1. Are you a self-employed individual? (Do you operate a business or practice a profession as a sole proprietorship (i.e., unincorporated business)? [ ] [ ] 2. Do you have net earnings from self-employment? [ ] [ ] 3. Do you file a Schedule C or Schedule F with your federal income tax return (Form 1040) to reprot net earnings from your business? [ ] [ ] 4. Do you file a Schedule SE with your federal income tax return to report the self- employment tax you owe? [ ] [ ] 5. Do you render personal services to your business and are those service a maaterial income-producing factor? [ ] [ ] 6. Are your earnings from self-employment derived from the business for which this SEP Plan is established? [ ] [ ] 7. Has your sole proprietorship ever maintained a defined benefit pension plan which is now terminated? Each of the above questions 1 through 6 must be answered YES and question 7 must be answered NO to amke you eligible to adopt this Plan. Then proceed by answering the following questions 8 through 10. YES NO [ ] [ ] 8. Is the sole proprietorship a member of a controlled group of businesses (whether or not incorporaated) within the meaning of IRC SSection 414(c)? [ ] [ ] 9. Is the sole proprietorship a member of an affiliaated service group within the meaning of IRC Section 414(m)? [ ] [ ] 10. Does the sole proprietorship use the services of leased employees within the meaning of IRC Secction 414(n)? If the corporation answered any of the above questions 4, 5 or 6 YES, it may have to include the leased employees and/or employees of the other business(es) in this Plan or a comparable Plan. Consult a tax advisor to determine what additional action, if any, the corporation must take. ADDITIONAL If you want to adopt a Salary Deferral SEP (within the meaning of IRC Section 408(k)(6), answer the following questions: REQUIREMENTS FOR SALARY DEFERRAL SEPS YES NO [ ] [ ] 11. Did you have more than 25 employees who were eligible to participate (or would have been eligible to participate if a SEP had been maintained) at any time during the preceding year? [ ] [ ] 12. Do you expect that fewer than 1/2 of all its eligible employees will elect to make salary deferrals? [ ] [ ] 13. Do you currently maintain a 401(k) plan or a 403(b) annuity program with a salary deferral arrangement? [ ] [ ] 14. Are you a branch or agency of a state or local government or a tax-exempt organization? If any of the above quesstions 11 through 14 were answered YES, you are not presently eligible to adopt this Salary Deferral SEP Plan. SIGNATURE IMPORTANT: Please read before signing I certify that: 1. I am eligible to establish SEP Plan or the Plan Sponsor. 2. In determining my eligibility to adopt this Plan, I relied solely upon the advice of my own advisors. 3. I agree not to hold the Plan Sponsor responsible for any income tax liabilities it may suffer as a result of being found ineligible to establish this Plan. DATE EXECUTED SIGNATURE OF EMPLOYER TYPE NAME ELIGIBILITY FORM: CORPORATION The following questions are designated to help the corporation, along with its attorney and tax advisor, determine if it is eligible to adopt the Universal SEP Plan. Answer the following questions: REQUIREMENTS YES NO [ ] [ ] 1. Have the Board of Directors of the corporation adoped a resolution to establish this Plan? [ ] [ ] 2. Are you authorized to establish this Plan on behalf of the corporation? [ ] [ ] 3. Has the corporation ever maintained a defined benefit pension plan which is now terminated? If you answered YES to questions 1 & 2 and answered NO to question 3, proceed by answering the following questions 4, 5 and 6. YES NO [ ] [ ] 4. Is the corporation a member of a controlled group of corporations or businesses within the meaning of IRC Section 414(b) ro 414(c)? [ ] [ ] 5. Is the coporation a member of an affiliated service group within the meaning of IRC Section 414(m)? [ ] [ ] 6. Does the corporation use the services leased employees within the meaning of IRC Section 414(n)? If the corporation answered any of the above questions 4, 5 or 6 YES, it may have to include the leased employees and/or employees of the other business(es) in this Plan or a comparable Plan. Consult a tax advisor to determine what additional action, if any, the corporation must take. ADDITIONAL If the corporation wants adopt a Salary Deferral SEP (within the meaning of IRC Section 408(k)(6), answer the following questions: REQUIREMENTS FOR SALARY DEFERRAL SEPS YES NO [ ] [ ] 7. Did it have more than 25 employees who were eligible to participate (or would have been eligible to participate if a SEP had been maintained) at any time during the preceding year? [ ] [ ] 8. Does it expect that fewer than 1/2 of all its eligible employees will elect to make salary deferrals? [ ] [ ] 9. Does it currently maintain a 401(k) plan or a 403(b) annuity program with a salary deferral arrangement? [ ] [ ] 10. Is the corporation owned by a state or local government or is it a tax-exempt organization? If any of the above quesstions 7 through 10 were answered YES, the corporation is not presently eligible to adopt this Salary Deferral SEP Plan. SIGNATURE IMPORTANT: Please read before signing I certify that: 1. I am authorized to estaablish the SEP Plan of the Plan Sponsor on behalf of the corporation. 2. The corporation is eligible to establish this Plan. 3. In determining its eligibility to adopt this Plan, the corporation has relied solely upon the advice of its own advisors. 4. The corporation agrees not to hold the Plan Sponsor responsible for any income tax liabilities it may suffer as a result of being found ineligible to establish this Plan. DATE EXECUTED TYPE NAME OF EMPLOYER SIGNATURE TYPE NAME RETIREMENT SAVINGS AGREEMENT (for Salary Deferral SEPs only IMPORTANT: Be sure to read all sections of this Retirement Savings Agreement before signing it. SECTION A GENERAL INFORMATION EMPLOYER AND PLAN Name of Plan INFORMATION Name of Employer Address City State Zip EMPLOYEE Name Employee No. INFORMATION Home Address SSN City State Zip SECTION B TERMS OF AGREEMENT - TO BE COMPLETED BY THE EMPLOYER LIMITS ON RETIREMENT SAVINGS CONTRIBUTIONS Each employee who is eligible to enroll as a Contributing Participant in this Simplified Employee Pension (SEP) Plan may set aside any whole number percentage of his or her pay from %to % into the Plan. The amounts set aside and contributed to the Plan are called Retirement Savings Contributions. CHANGING THIS AGREEMENT An employee may change the percentage of pay he or she is setting aside into the Plan twice per year effective the first day of each enrollment date (which dates are and ). Any employee who wishes to make such a change must complete and sign a new Retirement Savings Agreement and give it to the employer at least 30 days before the change is to become effective. TERMINATING AGREEMENT An employee may, by giving at least 30 days written notice to the employer, terminate this Retirement Savings Agreement as of the last day preceding any enrollment date. After terminating this Agreement, an employee cannot again enroll as a Contributing Participant until the first day of the Plan's year following the year of termination. EFFECTIVE DATE This Agreement will be effective for the pay period which begins. SECTION C AUTHORIZATION EMPLOYEE'S RETIREMENT SAVINGS CONTRIBUTIONS I, the undersigned employee, wish to set aside, as Retirement Saving Contributions, the follow ing percentage of my pay to my employer's SEP Plan by way of payroll deduction: %. I agree that my pay will be reduced by the percentage I have indicated above, and that this percentage of my pay will be contributed to the Plan. This retirement Savings Agreement will continue to be effective while I am employed, unless I change or terminate it as explained in Section B above. I acknowledge that I have read this entire agreement, I understand it and I agree to its terms. SIGNATURES Signature of Employee Authorized Signature for Employer Date Title Date PROTOTYPE PLAN DOCUMENT SECURA SEP PLAN SECURA SIMPLIFIED EMPLOYEE PENSION PLAN SECURA SEP PLAN TABLE OF CONTENTS SECTION ONE ESTABLISHMENT AND PURPOSE OF PLAN 1.01 Purpose 1 1.02 Intent to Qualify 1 1.03 Adoption 1 1.04 Who May Adopt 1 1.05 Use With IRA 1 SECTION TWO DEFINITIONS 2.01 Adoption Agreement 1 2.02 Beneficiary 1 2.03 Code 1 2.04 Compensation 1 2.05 Contributing Participant 1 2.06 Discretionary Contributions 1 2.07 Earned Income 1 2.08 Effective Date 1 2.09 Eligible Employer 1 2.10 Employee 1 2.11 Employer 1 2.12 Employer Contribution 1 2.13 Employer Contribution Limitation 2 2.14 Enrollment Date 2 2.15 Excludible Employees 2 2.16 Family Member 2 2.17 Highly Compensated Employee 2 2.18 IRA 2 2.19 Non-Highly Compensated Employee 2 2.20 Participant 2 2.21 Plan 2 2.22 Plan Administrator 2 2.23 Plan Sponsor 2 2.24 Plan Year 2 2.25 Predecessor Employer 2 2.26 Prior Plan 2 2.27 Retirement Savings Agreement 2 2.28 Retirement Savings Contributions 2 2.29 Self-Employed Individual 2 2.30 Service 2 2.31 Unreduced Compensation 2 SECTION THREE ELIGIBILITY AND PARTICIPATION 3.01 Eligibility Requirements 2 3.02 Admittance as a Participant. 2 3.03 Requirements to Enroll as a Contributing Participant 2 3.04 Payroll Deduction of Contributions 3 3.05 Modification of Retirement Savings Agreement 3 3.06 Withdrawal as Contributing Participant 3 3.07 Return as Contributing Participant after Withdrawal 3 3.08 Determinations Under This Section. 3 3.09 Limitation Respecting Employment 3 SECTION FOUR CONTRIBUTIONS AND ALLOCATIONS 4.01 Employer Contributions 3 4.02 Limit on Employer Contributions. 4 4.03 Tax on Excess Employer Contributions 4 4.04 Vesting, Withdrawal Rights to Contributions 4 4.05 Simplified Employer Reports. 4 SECTION FIVE ADMINISTRATION 5.01 Plan Administrator's Duties. 4 5.02 Interpretation 5 5.03 Expenses 5 5.04 Information From Employer. 5 SECTION SIX CLAIMS PROCEDURE 6.01 Filing a Claim for Contributions 5 6.02 Denial of Claim 5 6.03 Remedies Available 5 SECTION SEVEN AMENDMENT OR TERMINATION OF PLAN 7.01 Amendment by Employer 5 7.02 Amendment by Plan Sponsor. 5 7.03 Limitations on Power to Amend. 5 7.04 Termination 5 7.05 Notice of Amendment, Termination 5 SECTION ONE ESTABLISHMENT AND PURPOSE OF PLAN 1.01 PURPOSE The purpose of this Plan is to provide, in accordance with its provisions, a Simplified Employee Pension Plan providing benefits upon retirement for the individuals who are eligible to participate hereunder. 1.02 INTENT TO QUALIFY It is the intent of the Employer that this Plan shall be for the exclusive benefit of its Employees and shall qualify for approval under section 408(k) of the Internal Revenue Code, as amended from time to time (or corresponding provisions of any subsequent Federal law at that time in effect). In case of any ambiguity, it shall be interpreted to accomplish such result. It is further intended that it comply with the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) as amended from time to time. 1.03 ADOPTION The Employer adopts this Plan by completing and signing an Adoption Agreement. 1.04 WHO MAY ADOPT An employer who has ever maintained a defined benefit plan which is now terminated may not participate in this prototype Simplified Employee Pension plan. If, subsequent to adopting this plan, any defined benefit plan of the Employer terminates, the Employer will no longer participate in this prototype plan and will be considered to have an individually designed plan. 1.05 USE WITH IRA This agreement must be used with an Internal Revenue Service model IRA (Form 5305 or Form 5305-A) or an IRA approved master or prototype IRA. SECTION TWO DEFINITIONS 2.01 ADOPTION AGREEMENT Means the document executed by the Employer through which it adopts the Plan and thereby agrees to be bound by all terms and conditions of the Plan. 2.02 BENEFICIARY Means any person, trust or other recipient named by a Participant or a Contributing Participant in his IRA to receive any benefits which may be due under this Plan after his death provided such person, trust or other recipient survives the Participant or Contributing Participant; and if there be no such designation, or the designated Beneficiary has predeceased the Participant or Contributing Participant, then to the Participant's or Contributing Participant's estate. 2.03 CODE Means the Internal Revenue Code of 1986 as amended. 2.04 COMPENSATION Means the total wages, salaries, professional fees, commissions, tips, bonuses and any other remuneration received from the Employer during the plan year for personal service actually rendered, but does not include amounts received as earnings or profits from property such as interest or dividend income. 2.05 CONTRIBUTING PARTICIPANT Means a person who has met the participation requirements of Section 3.01(B) and has not ceased to be a Contributing Participant under Section 3.06 or any other sections of the Plan and who is or may become eligible to received a Retirement Savings Contribution. 2.06 DISCRETIONARY CONTRIBUTIONS Are contributions made (but not required to be made) by the Employer on behalf of a Participant pursuant to Section 4.01(A). 2.07 EARNED INCOME Means the net earnings from self-employment in the trade or business with respect to which the Plan is established, for which personal services of the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions by the Employer to a qualified plan or to a Simplified Employee Pension Plan to the extent deductible under Section 404 of the Code. 2.08 EFFECTIVE DATE Means the date the Plan becomes effective as indicated in the Adoption Agreement. 2.09 ELIGIBLE EMPLOYER Means an Employer which has selected the salary deferral arrangement option of Section 3 of the Adoption Agreement and which: A. Has no more than 25 Employees who were eligible to participate under Section 3.01(A) (or would have been eligible to participate if this plan had been maintained) at any time during the preceding Plan Year, and B. Has at least 50 percent of all Employees who are eligible to participate under Section 3.01(A) electing, pursuant to a Retirement Savings Agreement, to have Retirement Savings Contributions made to their IRA in lieu of cash compensation, and C. Is not a State or local government or political subdivision thereof, or any agency or instrumentality thereof, or which is an organization exempt from tax under Subtitle A of the Code, and D. Does not maintain a Code section 401(k) plan with a cash or deferred arrangement, and E. Does not purchase Code section 403(b) annuity contracts under salary reduction agreements (within the meaning of Code section 3121(a)(5)(D)). 2.10 EMPLOYEE Means any person who is a natural person employed by the Employer as a common law employee and if the Employer is a sole proprietorship or partnership, any Self-Employed Individual who performs services with respect to the trade or business of the Employer. Further, any employee of any other employer required to be aggregated under Section 414(b), (c) or (m) of the Code and any leased employee within the meaning of Code Section 414(a)(2) shall also be considered an Employee. 2.11 EMPLOYER Means any corporation, partnership or sole proprietorship named in the Adoption Agreement and any successor who by merger, consolidation, purchase or otherwise assumes the obligations of the Plan. A partnership is considered to be the Employer of each of the partners and a sole proprietorship is considered to be the Employer of a sole proprietor. 2.12 EMPLOYER CONTRIBUTION Means a Retirement Savings or Discretionary Contribution. 2.13 EMPLOYER CONTRIBUTION LIMITATION Means, with respect to Employer Contributions made on behalf of an Employee, the issuer of: A. 15 percent of Unreduced Compensation, or B. The limitation in effect under Code Section 415(c)(1)(A), as adjusted under Code 415(d)(1)(A). 2.14 ENROLLMENT DATE Means the first day of a Plan Year or, if such day has passed, the first day of the seventh month of a Plan Year. 2.15 EXCLUDIBLE EMPLOYEES Means Employees who are excluded from participating in the Plan under Section 4 of the Adoption Agreement. 2.16 FAMILY MEMBER Means an individual described in Section 414(q)(6)(B) of the Code. 2.17 HIGHLY COMPENSATED EMPLOYEE Means a Participant described in Section 414(q) of the Code. 2.18 IRA Means the Individual Retirement Account of a Participant or Contributing Participant maintained with the Plan Sponsor which meets the requirements of Section 408 of the Code. 2.19 NON-HIGHLY COMPENSATED EMPLOYEE Means an Employee of the Employer who is neither a Highly Compensated Employee nor a Family Member. 2.20 PARTICIPANT Means any Employee who has met the participation requirements of Section 3.01(A) and who is or may become eligible to receive a Discretionary Contribution. 2.21 PLAN Means this plan document plus the corresponding Adoption Agreement as completed and signed by the Employer. The Plan shall have the name selected in the Adoption Agreement. 2.22 PLAN ADMINISTRATOR Means the Employer. 2.23 PLAN SPONSOR Means the bank, federally insured credit union, savings and loan association that qualifies as a bank or regulated investment company specified in Section 5 or the Adoption Agreement. 2.24 PLAN YEAR Means the Employer's taxable year. 2.25 PREDECESSOR EMPLOYER Means the corporation, partnership or sole proprietorship which maintained a Prior Plan. 2.26 PRIOR PLAN Means a plan which was amended or continued by adoption of this Plan, as indicated in Section 2 of the Adoption Agreement. 2.27 RETIREMENT SAVINGS AGREEMENT Means an agreement, on a form provided by the Plan Administrator, pursuant to which a Contributing Participant may elect to have the Unreduced Compensation payable to him reduced and paid as Retirement Savings Contributions to his IRA by the Employer. 2.28 RETIREMENT SAVINGS CONTRIBUTIONS Are contributions made by the Employer on behalf of a Contributing Participant pursuant to Section 4.01(B). 2.29 SELF-EMPLOYED INDIVIDUAL Means an individual who has Earned Income for a Plan Year from the trade or business for which the Plan is established; also, an individual who would have had Earned Income but for the fact that the trade or business had no net profits for the Plan Year. 2.30 SERVICE Means any work performed by an Employee for the Employer or any Predecessor Employer, for any period of time, however short. 2.31 UNREDUCED COMPENSATION Means the sum of an Employee's Compensation and his Retirement Savings Contributions (other than any included in Compensation). SECTION THREE ELIGIBILITY AND PARTICIPATION 3.01 ELIGIBILITY REQUIREMENTS A. Participant. Except for Excludible Employees, each Employee of the Employer who fulfills the eligibility requirements specified in Section 4 of the Adoption Agreement shall, as a condition for further employment, become a Participant. B. Contributing Participant. If the Employer has adopted a salary deferral arrangement, except for Excludible Employees, each Employee of the Employer who fulfills the eligibility requirements specified in Section 4 of the Adoption Agreement may become a Contributing Participant. 3.02 ADMITTANCE AS A PARTICIPANT A. Prior Plan. If this Plan is an amendment or continuation of a Prior Plan, each Employee of the Employer who immediately before the Effective Date was a participant in said Prior Plan shall be a Participant in this plan as of said date. B. Notification of Eligibility. The Plan Administrator shall notify each Employee who becomes a Participant of his status as a Participant in the Plan and of his duty to establish an IRA with the Plan Sponsor to which Discretionary Contributions may be made. C. Establishment of an IRA. If a Participant fails to establish an IRA for whatever reason, the Plan Administrator may execute any necessary documents to establish an IRA with the Plan Sponsor on behalf of the Participant. 3.03 REQUIREMENTS TO ENROLL AS A CONTRIBUTING PARTICIPANT A. Notification of Eligibility. The Plan Administrator shall notify each Employee who becomes eligible to be a Contributing Participant under the Plan and shall furnish him with a Retirement Savings Agreement and advise him of the requirement to establish an IRA with the Plan Sponsor to which Retirement Savings Contributions may be made. B. Enrollment. Each eligible Employee may enroll as a Contributing Participant on an Enrollment Date. An eligible Employee who wishes to enroll as a Contributing Participant must establish an IRA and complete, sign and file a Retirement Savings Agreement with the Plan Administrator. C. Initial Enrollment. Notwithstanding the times set forth in Section 3.03(B) as of which an eligible Employee may enroll as a Contributing Participant, the Plan Administrator shall have the authority to designate, in a nondiscriminatory manner, additional enrollment dates during the 12 month period beginning on the Effective Date in order that an orderly first enrollment might be completed. D. Establishment of an IRA. If a Contributing Participant fails to establish an IRA for whatever reason, the Plan Administrator may execute any necessary documents to establish an IRA with the Plan Sponsor on behalf of the Contributing Participant. 3.04 PAYROLL DEDUCTION OF CONTRIBUTIONS If the Plan Administrator determines to allow payroll deduction of Retirement Savings Contributions, then pursuant to rules established by the Plan Administrator, a Contributing Participant may elect to have such contributions deducted from his remuneration on a periodic basis. 3.05 MODIFICATION OF RETIREMENT SAVINGS AGREEMENT A Contributing Participant may modify his Retirement Savings Agreement to increase or decrease (within the limits placed on Retirement Savings Contributions in Section 3 of the Adoption Agreement) the amount of his Unreduced Compensation deferred into his IRA. Such modification may only be prospectively made effective as of an Enrollment Date. A Contributing Participant who desires to make such a modification shall complete, sign and file a new Retirement Savings Agreement with the Plan Administrator at least thirty days before the modification is to become effective. 3.06 WITHDRAWAL AS CONTRIBUTING PARTICIPANT An Employee may withdraw as a Contributing Participant as of the last day preceding any Enrollment Date by revoking his authorization to the Employer to make Retirement Savings Contributions on his behalf. An Employee who desires to withdraw as a Contributing Participant shall give written notice of withdrawal to the Plan Administrator at least thirty days (or such lesser period of days as the Plan Administrator shall permit in an uniform and nondiscriminatory manner) before the effective date of withdrawal. 3.07 RETURN AS CONTRIBUTING PARTICIPANT AFTER WITHDRAWAL An Employee who has withdrawn as a Contributing Participant under Section 3.06 may not again become a Contributing Participant until the first day of the first Plan Year following the effective date of his withdrawal as a Contributing Participant. 3.08 DETERMINATIONS UNDER THIS SECTION The Plan Administrator shall determine the eligibility of each Employee to be a Participant or Contributing Participant. This determination shall be conclusive and binding upon all persons except as otherwise provided herein or by law. 3.09 LIMITATION RESPECTING EMPLOYMENT Neither the fact of the establishment of the Plan nor the fact that a common law Employee has become a Participant or Contributing Participant shall give to that common law Employee any right to continued employment; nor shall either fact limit the right of the Employer to discharge or to deal otherwise with a common law Employee without regard to the effect such treatment may have upon the Employee's rights under the Plan. SECTION FOUR CONTRIBUTIONS AND ALLOCATIONS 4.01 EMPLOYER CONTRIBUTIONS A. Discretionary Contributions 1. Nondiscriminatory - Without regard to Excludible Employees. Discretionary Contributions made by the Employer on behalf of all Participants shall not discriminate in favor or any Highly Compensated Employee. 2. Same Contribution Percentage - Except as provided in Section 4.01(A)(4), Discretionary Contributions made on behalf of each Participant shall be the same percentage of each Participant's total Unreduced Compensation up to a maximum compensation base of $200,000 (as adjusted pursuant to Code Section 408(k)(8)). 3. Maximum Amount - Discretionary Contributions made for a Plan Year on behalf of any Participant shall not exceed the Employer Contribution Limitation. 4. Integration With Social Security - If the Employer has selected Option (2) of Section 3, Part A of the Adoption Agreement, Discretionary Contributions shall not violate Section 4.01(A)(1) if such contributions are made within the following permitted disparity: (a) Permitted Disparity - The difference between the Excess Contribution Percentage and the Base Contribution Percentage shall not exceed the Base Contribution Percentage or 5.7 percent (or, if greater, the OASDI Rate), whichever is less. (b) Definitions - For purposes of this Section 4.01, the following terms shall have the following meanings: (i) Excess Contribution Percentage - shall mean the percentage of Unreduced Compensation contributed under the Plan with respect to that portion of each Participant's Unreduced Compensation in excess of the Integration Level. (ii) Base Contribution Percentage - shall mean the percentage of Unreduced Compensation contributed under the Plan (but in no event less than 3 percent) with respect to that portion of each Participant's Unreduced Compensation not in excess of the Integration Level. (iii) OASDI Rate - shall mean the rate or tax for Old-Age, Survivors, and Disability Insurance under Code Section 3111(a). (iv) Integration Level - shall mean the taxable wage base determined under Section 230 of the Social Security Act. 5. Allocation - Discretionary Contributions, if any, made on behalf of Participants for a Plan Year shall be allocated and deposited to the IRA of each Participant no later than the due date for filing the Employer's tax return (including extensions). B. Retirement Savings Contributions 1. Salary Deferral Arrangement - For each Plan Year the Employer is an Eligible Employer, it shall contribute Retirement Savings Contributions on behalf of all Contributing Participants. the amount of Retirement Savings Contributions so contributed shall equal the total amount subject to Retirement Savings Agreements. 2. Limits on Retirement Savings Contributions (a) Maximum Amount - No Contributing Participant shall be permitted to have Retirement Savings Contributions made under the Plan during any calendar year in excess of $7,000 (as adjusted pursuant to Code Section 402(g)(5)). (b) Highly Compensated Employees - The Deferral Percentage of each Highly Compensated Employee who is eligible to be a Contributing Participant shall not exceed the Average Deferral Percentage for all Non-Highly Compensated Employees who are eligible to be Contributing Participants times 1.25. (c) Definitions - For purposes of this Section 4.01, the following terms shall have the following meanings: (i) Deferral Percentage - shall mean the ratio (expressed as a percentage), of Retirement Savings Contributions of an Employee for the Plan Year to that Employee's Unreduced Compensation for the Plan Year. (ii) Average Deferral Percentage - shall mean the average (expressed as a percentage) of the Deferral Percentages of the Non-Highly Compensated Employees. 3. Distribution of Excess Retirement Savings Contributions - To the extent that a Contributing Participant's Retirement Savings Contributions for a calendar year exceeds the limit described in Section 4.01(B)(2)(a), the Plan Administrator shall distribute such excess amount plus the income earned thereon so the Contributing Participant no later than the first April 15 following the close of such calendar year. 4. A Highly Compensated Employee who is a Contributing Participant may not take any distribution (including a transfer or a rollover) of his Retirement Savings Contributions until the Plan Administrator has determined that the limit described in Section 4.01(B)(2)(b) has been satisfied. To the extent that a Contributing Participant's Retirement Savings Contributions for a Plan Year exceeds the limit described in Section 4.01(B)(2)(b), the Plan Administrator shall distribute such excess amount plus the income earned thereon to the Contributing Participant no later than the close of the Plan Year following such Plan year. 5. Determination of Income - For purposes of Section 4.01(B)(4) and 4.01(B)(5), the income earned on excess Retirement Savings Contributions for a calendar year or on uneven Retirement Savings Contributions for a Plan Year shall be determined by multiplying the income earned on the IRA for such year by a fraction, the numerator of which is the excess or the uneven Retirement Savings Contribution for such year and the denominator of which is the total fair market value of the IRA as of the close of such year. 6. Allocation - Retirement Savings Contributions made on behalf of Contributing Participants for a Plan Year shall be allocated and deposited to the IRA of each Contributing Participant by the Plan Administrator as soon as is administratively feasible, but no later than the due date for filing the Employer's tax return (including extensions). 4.02 LIMIT ON EMPLOYER CONTRIBUTIONS For any Plan Year, the sum of Discretionary contributions plus Retirement Savings Contributions made on behalf of any Employee shall not exceed the Employer Contribution Limitation. 4.03 TAX ON EXCESS EMPLOYER CONTRIBUTIONS If as of the close of a Plan Year Employer Contributions for such Plan Year exceed the amount permitted under Section 4.02, the Employer shall be subject to a 10 percent excise tax under Code Section 4972. 4.04 VESTING, WITHDRAWAL RIGHTS TO CONTRIBUTIONS All Employer Contributions made under the Plan on behalf of Employees shall be fully vested and nonforfeitable at all times. Each employee shall have an unrestricted right to withdraw at any time all or a portion of the contributions made on his behalf. However, withdrawals taken are subject to the same taxation and penalty provisions of the Code which are applicable to IRA distributions. 4.05 SIMPLIFIED-EMPLOYER REPORTS The Employer shall furnish reports, relating to contributions made under the Plan, in the time and manner and containing the information prescribed by the Secretary of the Treasury, to Participants and Contributing Participants. Such reports shall be furnished at least annually and shall disclose the ________ the contribution made under the Plan to the Participant's or Contributing Participant's IRA. SECTION FIVE ADMINISTRATION 5.01 PLAN ADMINISTRATOR'S DUTIES The Plan Administrator shall be charged with the duties of the general operation and administration of the Plan, including, but not limited to, the following: A. To determine all questions of interpretation or policy in a manner not inconsistent with this Plan and such determination made in good faith shall be conclusive and binding on all persons except as otherwise provided herein or by law; B. To determine all questions relating to the eligibility of Employees to become or remain Participants or Contributing Participants hereunder; C. To compete, certify and direct the Employer with respect to the amount and type of Employer Contributions to which any Employee shall be entitled hereunder; D. To determine that Retirement Savings Contributions made on behalf of Contributing Participants meet the discrimination test hereunder; E. To maintain all the necessary records needed for the administration of the Plan; F. To be responsible for preparing and filing such disclosure and tax forms as may be required from time to time by the Secretary of Labor or the Secretary of the Treasury; G. To furnish each Employee, Participant, Contributing Participant or Beneficiary such information under such circumstances as may be required by law; H. To appoint and retain such persons as may be necessary to carry out the functions of the Plan Administrator. 5.02 INTERPRETATION For purposes of Section 5.01(A), the headings of sections are included solely for convenience of reference. If there is any conflict between these headings and the rest of the Plan, the text shall control. In addition, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and the masculine gender shall include the feminine or the neuter. 5.03 EXPENSES All expenses of administration, including but not limited to those involved in retaining necessary professional assistance, shall be borne by the Employer. The Employer shall furnish the Plan Administrator with such clerical and other assistance as the Plan Administrator may need in the performance of its duties. 5.04 INFORMATION FROM EMPLOYER To enable the Plan Administrator to perform his functions, the Employer shall supply full and timely information to the Plan Administrator (or his designated agents) on all matters relating to the Compensation of all Participants or Contributing Participants, their Service performed, termination of employment and such other pertinent facts as the Plan Administrator (or his agents) may require. The Plan Administrator (or his agents) is entitled to rely on such information as is supplied by the Employer and shall have no duty or responsibility to verify such information. SECTION SIX CLAIMS PROCEDURE 6.01 FILING A CLAIM FOR CONTRIBUTIONS A Participant, Contributing Participant or Beneficiary (hereinafter "Claimant") shall make a claim to share in Employer Contributions by filing a written request with the Plan Administrator on a form to be furnished to him for such purpose. The claim shall set forth the basis of the claim and shall authorize the Plan Administrator to conduct such examinations as may be necessary to facilitate the making of any contributions to which the Claimant may be entitled under the terms of the Plan. 6.02 DENIAL OF CLAIM Whenever a claim for an Employer Contribution by any Claimant has been wholly or partially denied, the Plan Administrator must furnish such Claimant written notice of the denial within sixty (60) days of the date the original claim was filed. This notice shall set forth the specific reason for the denial, specific reference to pertinent Plan provisions on which the denial is based, a description of any additional information needed to perfect the claim, an explanation of why it is necessary and an explanation of the procedures for appeal. 6.03 REMEDIES AVAILABLE The Claimant shall have sixty (60) days from receipt of the denial notice in which to make written application for review by the Plan Administrator. The Claimant may request that the review be in the nature of a hearing. The Participant or Beneficiary shall have the right to representation, to review pertinent documents and to submit comments in writing. The Plan Administrator shall issue a decision on such review within sixty (60) days after receipt of an application for review as provided for in Section 6.02. Upon a decision unfavorable to the Claimant, such Claimant shall be entitled to bring such actions in law or equity as may be necessary or appropriate to protect or clarify his right to an Employer Contribution under this Plan. SECTION SEVEN AMENDMENT OR TERMINATION OF PLAN 7.01 AMENDMENT BY EMPLOYER The Employer reserves the right to amend the elections made or not made on the Adoption Agreement by executing a new Adoption Agreement and delivering a copy of the same to the Plan Administrator and Plan Sponsor. The Employer shall not have the right to amend any non-elective provision of the Adoption Agreement nor the right to amend the Plan. If the employer adopts an amendment to the Adoption Agreement or Plan in violation of the preceding sentence, the Plan will be deemed to be an individually designed plan and may no longer participate in this prototype plan. 7.02 AMENDMENT BY PLAN SPONSOR By adopting this Plan, the Employer delegates to the Plan Sponsor the power to amend or replace the Adoption Agreement or the Plan to conform them to the provisions of any law, regulations or administrative rulings pertaining to Simplified Employee Pensions and to make such other changes to the Plan, which, in the judgment of the Plan Sponsor, are necessary or appropriate. The Employer shall be deemed to have consented to all such amendments; provided, however, that no changes may be made without the consent of the Employer if the effect would be to substantially change the costs or benefits under the Plan. The Plan Sponsor shall not have the obligation to exercise or not to exercise the power delegated to it nor shall the Plan Sponsor incur liability of any nature for any act done or failed to be done by the Plan Sponsor in good faith in the exercise or non-exercise of the power delegated hereunder. 7.03 LIMITATIONS ON POWER TO AMEND No amendment by either the Employer or the Plan Sponsor shall reduce or otherwise adversely affect any benefits of a Participant, Contributing Participant or Beneficiary acquired prior to such amendment unless it is required to maintain compliance with any law, regulation or administrative ruling pertaining to Simplified Employee Pensions. 7.04 TERMINATION While the Employer expects to continue the Plan indefinitely, the Employer shall not be under any obligation or liability to continue contributions or to maintain the Plan for any given length of time. This Plan shall terminate on the occurrence of any of the following events: A. Delivery to the Plan Administrator and Plan Sponsor of a notice of termination executed by the Employer specifying the effective date of the Plan's termination. B. Adjudication of the Employer as bankrupt or the liquidation or dissolution of the Employer 7.05 NOTICE OF AMENDMENT, TERMINATION Any amendment or termination shall be communicated by the Employer to all appropriate parties as required by law. Amendments made by the Plan Sponsor shall be furnished to the Employer and communicated by the Employer to all appropriate parties as required by law. Any filings required by the Internal Revenue Service or any other regulatory body relating to the amendment or termination of the Plan shall be made by the Employer. IRA SIMPLIFIER IRA FINANCIAL DISCLOSURE This account is termed an Individual Retirement Account (IRA). You may direct the investment of your funds within this IRA into any of the Secural Mutual Funds or the First American Money Fund. The Custodian will not exercise any investment discretion regarding your IRA, as this is solely your responsibility because this is a Mutual Fund IRA, no projection of the growth of your IRA can reasonably be shown or guaranteed. The value of your IRA will be solely dependent upon the performance of any investment instruments chosen by you to fund your IRA. Terms and conditions of the IRA which affect your investment decisions are listed below. INVESTMENT OPTIONS Your SECURAL* IRA allows you to choose from the list of investment option. Government Bond Fund - A short-intermediate term bond fund which seeks to provide high current income with modest fluctuations in net asset value. Fixed Income Fund - An intermediate-term bond fund which seeks to provide high current income. Stock Fund - A common stock mutual fund which seeks to provide long-term capital appreciation, with a secondary objective of income. Special Equity Fund - A growth stock mutual fund seeking long term capital appreciation. First American Money Fund - A money market mutual fund seeking high current income and preservation of capital. *Mutual Funds are sold by prospectus only. Please read the prospectus before investing or sending money. FEES 1. There are certain fees and charges connected with the investments you may select for your IRA. These fees and charges include: Sales commissions, investment management fees, distribution fees, annual maintenance fees, and surrender or termination fees. To find out what fees apply read the prospectus or contract which will describe the term of the investment you choose. 2. There is a $10 annual fee for each investment option in your IRA. The fee is payable when the IRA is opened and by December 31st of each year for fiduciary services provided in the previous twelve months. 3. We reserve the right to change any of the above fees after notice to you, as provided in your IRA Plan Agreement. EARNINGS The method for computing and allocating annual earnings (interest, dividends, etc.) on your investments will vary with each investment chosen. Please refer to the prospectus or contract of the investment(s) of your choice for the method(s) used for computing and allocating annual earnings. SECURA INVESTMENTS, INC. (CUSTODIAN) 2401 S. Memorial Drive Appleton, WI 54915 800-426-5975 IRA SIMPLIFIER INDIVIDUAL RETIREMENT ACCOUNT APPLICATION ACCOUNTHOLDER INFORMATION Check box if this is an amendment to an existing IRA. [ ] Amendment ACCOUNT NO. _______________ DATE _________ INVESTMENT AMOUNT: $ __________ MADE FOR TAX YEAR 29 ___________ Type of IRA Contribution: [ ] Regular [ ] Spousal [ ] SEP [ ] Rollover [ ] Transfer NAME ________________________ HOME ADDRESS ____________________________________ CITY _________________ STATE ________________ ZIP CODE _________ HOME PHONE (_____) _____________ BUSINESS PHONE (_____) ______________ SOCIAL SECURITY NO. ______________ DATE OF BIRTH ____________ INVESTMENT ALTERNATIVES Please indicate below the fund(s) and dollar amount for your IRA investment: Government Bond Fund $ _______________ Fixed Income Fund $ _______________ Stock Fund $ ______________ Special Equity Fund $ _______________ First American Money Fund $ ________________ Other ________________ $ _________________ DESIGNATION OF BENEFICIARY(IES) I designate the individual(s) named below as my primary and contingent Beneficiary(ies) of the IRA. I revoke all prior IRA Beneficiary designations, if any, made by me. I understand that I may change or add Beneficiaries at any time by completing and delivering the proper form to the Custodian. If any primary or contingent Beneficiary dies before me, his or her interest and the interest of his or her heirs shall terminate completely, and the percentage share of any remaining Beneficiary(ies) shall be increased on a pro rata basis. Primary Beneficiary(ies) The following individual(s) shall be my Primary Beneficiary(ies): NAME _______________________ ADDRESS _______________________________ _______________________________________ SOCIAL SECURITY NO. ______________ DATE OF BIRTH _____________ SHARE ______ % RELATIONSHIP _____________ NAME _______________________ ADDRESS _______________________________ _______________________________________ SOCIAL SECURITY NO. ______________ DATE OF BIRTH _____________ SHARE ______ % RELATIONSHIP _____________ Contingent Beneficiary(ies) If none of the Primary Beneficiaries survive me, the following individual(s) shall be my Beneficiary(ies): NAME _______________________ ADDRESS _______________________________ _______________________________________ SOCIAL SECURITY NO. ______________ DATE OF BIRTH _____________ SHARE ______ % RELATIONSHIP _____________ NAME _______________________ ADDRESS _______________________________ _______________________________________ SOCIAL SECURITY NO. ______________ DATE OF BIRTH _____________ SHARE ______ % RELATIONSHIP _____________ Spousal Consent (For use in community or marital property states) I am the spouse of the IRA accountholder named above. I agree to my spouse's naming of a primary Beneficiary other than myself. I acknowledge that I have received a fair and reasonable disclosure of my spouse's property and financial obligations. I also acknowledge that I shall have no claim whatsoever against the Custodian for any payment to my spouse's named Beneficiary(ies). _____________________________ ________________ SPOUSE'S SIGNATURE DATE SIGNATURES Important: Please read before signing. I understand the eligibility requirements for the type of IRA I am establishing and I state that I do qualify to make the investment. I have received a copy of the Application, 5305-A Plan Agreement, Financial Disclosure and Disclosure Statement. I understand that the terms and conditions which apply to this Individual Retirement Account are contained in this Application and the 5305-A Plan Agreement. I agree to be bound by those terms and conditions. Within seven (7) days from the date I open this IRA I may revoke it without penalty by making or delivering a written notice to the Custodian. I assume complete responsibility for: 1. Determining that I am eligible for an IRA each year I make a contribution. 2. Ensuring that all contributions I make are within the limits set forth by the tax laws. 3. The tax consequences of any contribution (including rollover contributions) and distributions. I expressly certify that I take complete responsibility for the type of investment instrument(s) I choose to fund my IRA, and that the Custodian is released of any liability regarding the performance of any investment choice I make. _________________________________ _______________ ACCOUNTHOLDER DATE _________________________________ _______________ WITNESS DATE _________________________________ _______________ AUTHORIZED SIGNATURE CUSTODIAN DATE INDIVIDUAL RETIREMENT CUSTODIAL ACCOUNT FORM 5305-A UNDER SECTION 408(A) OF THE INTERNAL REVENUE CODE Do Not File With Internal Revenue Service The Depositor whose name appears on the application on the reverse side is establishing an Individual Retirement Account (under Section 408(a) of the Internal Revenue Code) to provide for his or her retirement and for the support of his or her beneficiaries after death. The Custodian named on the Application has given the Depositor the disclosure statement required under the Income Tax Regulations under Section 408(l) of the Code. The Depositor has deposited with the Custodian the sum indicated on the Application in cash. The Depositor and the Custodian make the following Agreement: ARTICLE I The Custodian may accept additional cash contributions on behalf of the Depositor for a tax year of the Depositor. The total cash contributions are limited to $2,000 for the tax year unless the contribution is a rollover contribution described in section 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3) of the Code or an employer contribution to a Simplified Employee Pension Plan as described in Section 408(k). ARTICLE II The Depositor's interest in the balance in the Custodial account is non-forfeitable. ARTICLE III 1. No part of the Custodial funds may be invested in life insurance contracts, nor may the assets of the Custodial account be commingled with other property except in a common Trust fund or common investment fund (within the meaning of Section 408(a)(5) of the Code). 2. No part of the Custodial funds may be invested in collectibles (within the meaning of Section 4022(m) of the Code). ARTICLE IV 1. The Depositor's entire interest in the Custodial account must be or begin to be, distributed by the Depositor's required beginning date, the April 1 following the calendar year end in which the Depositor reaches age 70 1/2. By that date, the Depositor may elect, in a manner acceptable to the Custodian, to have the balance in the Custodial account distributed in: (a) A single sum payment (b) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the life of the Depositor. The payments must begin by April 1 following the calendar year in which the Depositor reaches age 70 1/2. (c) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the joint and last survivor lives of the Depositor and his or her designated beneficiary. The payments must begin by the April 1 following the calendar year in which the Depositor reaches age 70 1/2. (d) Equal or substantially equal annual payment over a specified period that may not be longer than the joint life and last survivor expectancy of the Depositor and his or her designated beneficiary. (e) Equal or substantially equal annual payments over a specified period that may not be longer than the joint life and last survivor expectancy of the Depositor and his or her designated beneficiary. Even if distributions have begun to be made under option (d) or (e), the Depositor may receive a distribution of the balance in the Custodial account at any time by giving written notice to the Custodian. If the Depositor does not choose any of the methods of distribution described above by the April 1 following the calendar year in which he or she reaches age 70 1/2, distribution to the Depositor will be made on that date by a single sum payment. If the Depositor elects as a means of distribution (b) or (c) above, the annuity contract must satisfy the requirements of Section 408(b)(1), (3), and (4) of the Code. If the Depositor elects as a means of distribution (d) or (e) above, the annual payment required to be made by t he Depositor's required beginning date is for the calendar year the Depositor reached age 70 1/2. Annual payments for subsequent years, including the year the Depositor's required beginning date occurs, must be made by December 31 of that year. 2 If the Depositor dies before his or her entire interest is distributed to him or her, the entire remaining interest will be distributed as follows: (a) If the Depositor dies on or after the Depositor's required beginning date, distribution must continue to be made in accordance with paragraph 1. (b) If the Depositor dies before the Depositor's required beginning date, the entire remaining interest will, at the election of the beneficiary or beneficiaries, either: (i) Be distributed by the December 31 of the year containing the fifth anniversary of the Depositor's death, or (ii) Be distributed in equal or substantially equal payments over the life or life expectancy of the designated beneficiary or beneficiaries. The election of either (i) or (ii) must be made by December 31 of the year following the year of the Depositor's death. If the beneficiary or beneficiaries do not elect either of the distribution options described in (i) and (ii), distribution will be made in accordance with (ii) if the beneficiary is the Depositor's surviving spouse and in accordance with (i) if the beneficiary or beneficiaries are or include anyone other than the surviving spouse. In the case of distributions under (ii), distributions must commence by December 31 of the year following the year the Depositor would have attained age 70 1/2, if later. (c) If the Depositor dies before his or her entire interest has been distributed and if the beneficiary is other than the surviving spouse, no additional cash contributions or rollover contributions may be accepted in the account. 3. In the case of distribution over life expectancy y in equal or substantially equal annual payments, to determine the minimum annual payment for each year, divide the Depositor's entire interest in the Custodial account as of the close of business on December 31 of the preceding year by the life expectancy of the Depositor (or the joint life and last survivor expectancy of the Depositor and the Depositor's designated beneficiary, or the life expectancy of the designated beneficiary, whichever applies). In the case of distributions under paragraph (1), determine the initial life expectancy (or joint life and last survivor expectancy) using the attained ages of the Depositor and designated beneficiary as of the beneficiary's birthday in the year distributions are required to commence. Unless the Depositor (or spouse) elects not to have life expectancy recalculated, the Depositor's life expectancy (and the life expectancy of the Depositor's spouse, if applicable) will be recalculated annually using their attained ages as of their birthdays in the year for which the minimum annual payment is being determined. The life expectancy of the designated beneficiary (other than the spouse) will not be recalculated. The minimum annual payment may be made in a series of installments (e.g. monthly, quarterly, etc) as long as the total payments for the year made by the date required are not less than the minimum amounts required. ARTICLE V Unless the Depositor dies, is disabled (as defined in Section 72(m) of the Code), or reaches age 59 1/2 before any amount is distributed from the Custodial account, the Custodian must receive from the Depositor a statement explaining how he or she intends to dispose of the amount distributed. Individual Retirement Custodial Account Form 5305-A Under Section 408(a) of the Internal Revenue Code Do Not File With Internal Revenue Service The Depositor whose name appears on the Application on the reverse side is establishing an Individual Retirement Account (under Section 408(a) of the Internal Revenue Code) to provide for his or her retirement and for the support of his or her beneficiaries after death. The Custodian named on the Application has given the Depositor the disclosure statement required under the Income Tax Regulations under Section 408(i) of the Code. The Depositor has deposited with the Custodian the sum indicated on the Application in cash. The Depositor and the Custodian make the following Agreement: ARTICLE I The Custodian may accept additional cash contributions on behalf of the Depositor for a tax year of the Depositor. The total cash contributions are limited to $2,000 for the tax year unless the contribution is a rollover contribution described in Section 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3) of the Code or an employer contribution to a Simplified Employee Pension Plan as described in Section 408(k). ARTICLE II The Depositor's interest in the balance in the Custodial account is non-forfeitable. ARTICLE III 1. No part of the Custodial funds may be invested in life insurance contracts, nor may the assets of the Custodial account be commingled with other property except in a common Trust fund or common investment fund (within the meaning of Section 408(a)(5) of the Code). 2. No part of the Custodial funds may be invested in collectibles (within the meaning of Section 408(m) of the Code). ARTICLE IV 1. The Depositor's entire interest in the Custodial account must be or being to be distributed by the Depositor's required beginning date, the April 1 following the calendar year end in which the Depositor reaches age 701/2. By that date, the Depositor may elect, in a manner acceptable to the Custodian, to have the balance in the Custodial account distributed in: (a) A single sum payment. (b) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the life of the Depositor. The payments must being by April 1 following the calendar year in which the Depositor reaches age 701/2. (c) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the joint and last survivor lives of the Depositor and his or her designated beneficiary. The payments must begin by the April 1 following the calendar year in which the Depositor reaches age 701/2. (d) Equal or substantially equal annual payments over a specified period that may not be longer than the Depositor's life expectancy. (e) Equal or substantially equal annual payments over a specified period that may not be longer than the joint life and last survivor expectancy of the Depositor and his or her designated beneficiary. Even if distributions have begun to be made under option (d) or (e), the Depositor may receive a distribution of the balance in the Custodial account at any time by giving written notice to the Custodian. If the Depositor does not choose any of the methods of distribution described above by the April 1 following the calendar year in which he or she reaches age 701/2, distribution to the Depositor will be made on that date by a single sum payment. If the Depositor elects as a means of distribution (b) or (c) above, the annuity contract must satisfy the requirements of Section 408(b)(1), (3), and (4) of the Code. If the Depositor elects as a means of distribution (d) or (e) above, the annual payment required to be made by the Depositor's required beginning date is for the calendar year the Depositor reached age 701/2. Annual payments for subsequent years, including the year the Depositor's required beginning date occurs, must be made by December 31 of that year. 2. If the Depositor dies before his or her entire interest is distributed to him or her, the entire remaining interest will be distributed as follows: (a) If the Depositor dies on or after the Depositor's required beginning date, distribution must continue to be made in accordance with paragraph 1. (b) If the Depositor dies before the Depositor's required beginning date, the entire remaining interest will, at the election of the beneficiary or beneficiaries, either (i) Be distributed by the December 31 of the year containing the fifth anniversary of the Depositor's death, or (ii) Be distributed in equal or substantially equal payments over the life or life expectancy of the designated beneficiary or beneficiaries. The election of either (i) or (ii) must be made by December 31 of the year following the year of the Depositor's death. If the beneficiary or beneficiaries do not elect either of the distribution options described in (i) and (ii), distribution will be made in accordance with (ii) if the beneficiary is the Depositor's surviving spouse and in accordance with (i) if the beneficiary or beneficiaries are or include anyone other than the surviving spouse. In the case of distributions under (ii), distributions must commence by December 31 of the year following the year of the Depositor's death. If the Depositor's spouse is the beneficiary, distributions need not commence until December 31 of the year the Depositor would have attained age 701/2, if later. (c) If the Depositor dies before his or her entire interest has been distributed and if the beneficiary is other than the surviving spouse, no additional cash contributions or rollover contributions may be accepted in the account. 3. In the case of distribution over life expectancy in equal or substantially equal annual payments, to determine the minimum annual payment for each year, divide the Depositor's entire interest in the Custodial account as of the close of business on December 31 of the preceding year by the life expectancy of the Depositor (or the joint life and last survivor expectancy of the Depositor and the Depositor's designated beneficiary, or the life expectancy of the designated beneficiary, whichever applies). In the case of distributions under paragraph (1), determine the initial life expectancy (or joint life and last survivor expectancy) using the attained ages of the Depositor and designated beneficiary as of their birthdays in the year the Depositor reaches age 701/2. In the case of distribution in accordance with paragraph 2(b)(ii), determine life expectancy using the attained age of the designated beneficiary as of the beneficiary's birthday in the year distributions are required to commence. Unless the Depositor (or spouse) elects not to have life expectancy of the Depositor's spouse, if applicable) will be recalculated annually using their attained ages as of their birthdays in the year for which the minimum annual payment is being determined. The life expectancy of the designated beneficiary (other than the spouse) will not be recalculated. The minimum annual payment may be made in a series of installments (e.g. monthly, quarterly, etc.) as long as the total payments for the year made by the date required are not less than the minimum amounts required. ARTICLE V Unless the Depositor dies, is disabled (as defined in Section 72(m) of the Code), or reaches age 59 1/2 before any amount is distributed from the custodial account, the custodian must receive from the Depositor a statement explaining how he or she intends to dispose of the amount distributed. The Depositor whose name appears on the Application on the reverse side is establishing an Individual Retirement Account (under Section 408(a) of the Internal Revenue Code) to provide for his or her retirement and for the support of his or her beneficiaries after death. The Custodian named on the Application has given the Depositor the disclosure statement required under the Income Tax Regulations under Section 408(i) of the Code. The Depositor has deposited with the Custodian the sum indicated on the Application in cash. The Depositor and the Custodian make the following Agreement: ARTICLE I The Custodian may accept additional cash contributions on behalf of the Depositor for a tax year of the Depositor. The total cash contributions are limited to $2,000 for the tax year unless the contribution is a rollover contribution described in Section 402(a)(5), 402(a)(7), 403(a)(4), 403(b)(8), 408(d)(3) of the Code or an employer contribution to a Simplified Employee Pension Plan as described in Section 408(k). ARTICLE II The Depositor's interest in the balance in the Custodial account is non-forfeitable. ARTICLE III 1. No part of the Custodial funds may be invested in life insurance contracts, nor may the assets of the Custodial account be commingled with other property except in a common Trust fund or common investment fund (within the meaning of Section 408(a)(5) of the Code). 2. No part of the Custodial funds may be invested in collectibles (within the meaning of Section 408(m) of the Code). ARTICLE IV 1. The Depositor's entire interest in the Custodial account must be or begin to be distributed by the Depositor's required beginning date, the April 1 following the calendar year end in which the Depositor reaches age 70 1/2. By that date, the Depositor may elect, in a manner acceptable to the Custodian, to have the balance in the Custodial account distributed in: (a) A single sum payment. (b) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the life of the Depositor. The payments must begin by April 1 following the calendar year in which the Depositor reaches age 70 1/2. (c) An annuity contract that provides equal or substantially equal monthly, quarterly, or annual payments over the joint and last survivor lives of the Depositor and his or her designated beneficiary. The payments must begin by the April 1 following the calendar year in which the Depositor reaches age 70 1/2. (d) Equal or substantially equal annual payments over a specified period that may not be longer than the Depositor's life expectancy. (e) Equal or substantially equal annual payments over a specified period that may not be longer than the joint life and last survivor expectancy of the Depositor and his or her designated beneficiary. Even if distributions have begun to be made under option (d) or (e), the Depositor may receive a distribution of the balance in the Custodial account at any time by giving written notice to the Custodian. If the Depositor does not choose any of the methods of distribution described above by the April 1 following the calendar year in which he or she reaches age 70 1/2, distribution to the Depositor will be made on that date by a single sum payment. If the Depositor elects as a means of distribution (b) or (c) above, the annuity contract must satisfy the requirements of Section 408(b)(1), (3), and (4) of the Code. If the Depositor elects as a means of distribution (d) or (e) above, the annual payment required to be made by the Depositor's required beginning date is for the calendar year the Depositor reached age 70 1/2. Annual payments for subsequent years, including the year the Depositor's required beginning date occurs, must be made by December 31 of that year. 2. If the Depositor dies before his or her entire interest is distributed to him or her, the entire remaining interest will be distributed as follows: (a) If the Depositor dies on or after the Depositor's required beginning date, distribution must continue to be made in accordance with paragraph 1. (b) If the Depositor dies before the Depositor's required beginning date, the entire remaining interest will, at the election of the beneficiary or beneficiaries, either (i) Be distributed by the December 31 of the year containing the fifth anniversary of the Depositor's death, or (ii) Be distributed in equal or substantially equal payments over the life or life expectancy of the designated beneficiary or beneficiaries. The election of either (i) or (ii) must be made by December 31 of the year following the year of the Depositor's death. If the beneficiary or beneficiaries do not elect either of the distribution options described in (i) and (ii), distribution will be made in accordance with (ii) if the beneficiary is the Depositor's surviving spouse and in accordance with (i) if the beneficiary or beneficiaries are or include anyone other than the surviving spouse. In the case of distributions under (ii), distributions must commence by December 31 of the year following the year of the Depositor's death. If the Depositor's spouse is the beneficiary, distributions need not commence until December 31 of the year the Depositor would have attained age 70 1/2, if later. (c) If the Depositor dies before his or her entire interest has been distributed and if the beneficiary is other than the surviving spouse, no additional cash contributions or rollover contributions may be accepted in the account. 3. In the case of distribution over life expectancy in equal or substantially equal annual payments, to determine the minimum annual payment for each year, divide the Depositor's entire interest in the Custodial account as of the close of business on December 31 of the preceding year by the life expectancy of the Depositor (or the joint life and last survivor expectancy of the Depositor and the Depositor's designated beneficiary, or the life expectancy of the designated beneficiary, whichever applies). In the case of distributions under paragraph (1), determine the initial life expectancy (or joint life and last survivor expectancy) using the attained ages of the Depositor and designated beneficiary as of their birthdays in the year the Depositor reaches age 70 1/2. In the case of distribution in accordance with paragraph (2)(b)(ii), determine life expectancy using the attained age of the designated beneficiary as of the beneficiary's birthday in the year distributions are required to commence. Unless the Depositor (or spouse) elects not to have life expectancy recalculated, the Depositor's life expectancy (and the life expectancy of the Depositor's spouse, if applicable) will be recalculated annually using their attained ages as of their birthdays in the year for which the minimum annual payment is being determined. The life expectancy of the designated beneficiary (other than the spouse) will not be recalculated. The minimum annual payment may be made in a series of installments (e.g., monthly, quarterly, etc.) as long as the total payments for the year made by the date required are not less than the minimum amounts required. ARTICLE V Unless the Depositor dies, is disabled (as defined in Section 72(m) of the Code), or reaches age 59 1/2 before any amount is distributed from the Custodial account, the Custodian must receive from the Depositor a statement explaining how he or she intends to dispose of the amount distributed. ARTICLE VI 1. The Depositor agrees to provide the Custodian with information necessary for the Custodian to prepare any reports required under Section 408(i) of the Code and the related regulations. 2. The Custodian agrees to submit reports to the Internal Revenue Service and the Depositor as prescribed by the Internal Revenue Service. ARTICLE VII Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles that are not consistent with Section 408(a) of the Code and related regulations will be invalid. ARTICLE VIII This Agreement will be amended from time to time to comply with the provisions of the Code and related regulations. Other amendments may be made with the consent of the persons whose signatures appear on the Application on the reverse side. ARTICLE IX Definitions: In this part of the Agreement (Article DO, the words "you" and "your" mean the Depositor and the words "we" "us" and "our" mean the Custodian. The term "Broker" means the broker-dealer selected by us to provide services to your IRA. Notices And Change of Address: Any required notice regarding the IRA will be considered effective when we mail it to the last address of the intended recipient which we have in our records. Any notice to be given to us will be considered effective when we actually receive it. You must notify us of any change of address. Representations and Responsibilities: You represent and warrant to us that any information you have given or will give us with respect to the Agreement is complete and accurate. Further you promise that any direction you give us, or action you take will be proper under the Agreement. We shall not be responsible for your actions or failures to act. Likewise, you shall not be responsible for our actions or failures to act; provided, however, that our duties and responsibilities under this Agreement are limited to those specifically stated in the Agreement and no other or further duties or responsibilities shall be implied. Service Fee: We have the right to charge an annual service fee or other designated fee (for example, a transfer, rollover or termination fee) for maintaining your IRA. If you do not pay any fee separately, it will be paid from the assets in your IRA. We reserve the right to charge any additional fee upon 30 days notice to you that the fee will be effective. Custodial Account: We shall maintain a Custodial account for your benefit. The Custodial account will consist of investments, purchased at your direction, on or between SECURAL Mutual Funds, First American Money Fund or annuity policies available through SECURA Life Insurance Company, Inc. Investment of Amounts In The IRA: You have exclusive responsibility for and control over the selection of your IRA investments. However, your investment is limited to the SECURAL Mutual Funds, First American Money Fund or eligible annuity policies available through SECURA Life Insurance Company, Inc. Neither we nor any other party providing services to the Custodial account (including any Broker) assume any responsibility for rendering advice with respect to the investment and reinvestment of the assets of your IRA nor shall such parties be liable for any loss which results from your investment decisions or have any duty to question your investment directions. All of the foregoing notwithstanding your investment directions shall be subject to any and all restrictions or limitations, direct or indirect, which are imposed by or flow from the by-laws of our institution and all Federal and State laws and regulations which apply to us. Broker: The Broker will be responsible for the execution of securities orders. The Broker may require that you sign an agreement which sets forth, among other things, its responsibilities and your responsibilities regarding securities transactions for your IRA. Beneficiaries: If you die before you receive all of the amounts in your IRA, payments from your IRA will be made to your beneficiary(ies). You may designate any person(s) as beneficiary(ies) of your IRA. This designation can only be made on a form prescribed by us and it will only be effective when it is filed with us during your lifetime. Each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary shall not be required to revoke a beneficiary designation. If you do not designate a beneficiary, your estate will be the beneficiary. Instruction: Either party may terminate the Agreement at any time by giving written notice to the other. If this Agreement is terminated, we may hold back from your IRA a reasonable amount of money that we believe is necessary to cover any one or more of the following: * Any expenses or chargeable against your IRA * Any penalties associated with the early withdrawal of the savings instrument in your IRA If our institution is merged with or bought by another institution or comes under the control of any Federal or State agency, that institution or agency shall become the Custodian of your IRA, but only if it is the type of organization approved by the Internal Revenue Service to hold assets of IRAs. Adverse Claims: If we receive any claim to the assets held in your IRA which is adverse to your interest or the interest of your beneficiary and we in our absolute discretion decide that the claim is or may be meritorious we may withhold distribution until the claim is resolved or until instructed by a court of competent jurisdiction. As an alternate we may deposit all or any portion of the assets in your IRA into the court. Deposit with the court shall relieve us of any further obligation with respect to the assets deposited. We have the right to be reimbursed from the funds deposited with the court for our legal fees and costs incurred. Withdrawals: All requests for withdrawal shall be in writing on a form provided by or acceptable to us. The reason for the withdrawal and the method of distribution must be stated in writing. Any withdrawals shall be subject to all applicable tax and other laws and regulations including possible early withdrawal penalties and withholding requirements. Election: The Custodian reserves the right to elect whether or not the will be recalculated; provided, however, that notice of such election be given to you. Benefits From Other IRAs: We can receive amounts transferred to the IRA from the Custodian or Trustee of another IRA. Restrictions On The Fund: Neither you nor any beneficiary may sell, transfer or pledge any interest on your IRA in any manner whatsoever except as provided by law or this Agreement. The assets in your IRA shall not be responsible for the debts, contracts or torts of any person entitled to distributions under the Agreement. What Law Applies: The Agreement is subject to all applicable Federal and State laws and regulations. If it is necessary to apply any State Law to interpret and administer the Agreement, the law of our domicile shall govern. If any part of this Agreement is held to be illegal or invalid, the remaining party shall not be affected. Neither your nor our failure to enforce at any time or for any period of time any of the provisions of the Agreement shall be construed as a waiver of such provisions, or your right or our right thereafter to enforce such every such provision. INSTRUCTIONS (Section references are to the Internal Revenue Code unless otherwise stated.) PURPOSE OF FORM The model Custodial account may be used by an individual who wishes to adopt an Individual Retirement Account under Section 408(a). When fully executed by the Depositor and the Custodian not later than the time prescribed by law for filing the Federal Income tax return for the Depositor's tax year (not including any thereof) an individual will have an Individual Retirement Account (IRA) Custodial account which means the requirements of Section 408(a). This account shall be created in the United States for the exclusive benefit of the Depositor or his/her beneficiaries. Definitions: Custodian: The Custodian shall be a bank or savings and loan association, as defined in Section 408(n) or other person who has the approval of the Internal Revenue Service to act as Custodian. Depositor: The Depositor is the person who establishes the Custodial account. IRA FOR NON-WORKING SPOUSE Contributions to an IRA Custodial account for a non-working spouse must be made to a separate IRA Custodial account established by the non-working spouse. This form may be used to establish the IRA Custodial account for the non-working spouse. An employee's social security number will serve as the identification number of his or her individual Retirement Account. An employer identification number is only required for each participant-directed Individual Retirement Account. An employer identification number is required for a common fund created for Individual Retirement Accounts. For more information, get a copy of the required disclosure statement from your Custodian or get Publication 590 Individual Retirement Arrangements (IRAs). SPECIFIC INSTRUCTIONS Article IV: Distributions made under the Article may be made in a single periodic payment or a combination of both. The distribution option should be reviewed in the year the Depositor reaches age 70 to make sure the requirements of Section 408(a)(6) have been met. Article IX: This Article and any that follow it may incorporate additional provisions that are agreed upon by the Depositor and Custodian to complete the Agreement. This may include, for example, distributions, investment powers, voting rights, provisions, amendments and termination removal of Custodian, Custodian's fees, State law requirements beginning date of distributions, accepting only cash, treatment of excess combinations, prohibited transactions with the Depositor, etc. Use additional pages if necessary and attach them to the form. ARTICLE VI The Depositor agrees to provide the Custodian with information necessary for the Custodian to prepare any reports required under Section 408(1) of the Code and the related regulations. The Custodian agrees to submit reports to the Internal Revenue Service and the Depositor as prescribed by the Internal Revenue Service. ARTICLE VII Notwithstanding any other articles which may be added or incorporated, the provisions of Articles I through III and this sentence will be controlling. Any additional articles that are not consistent with Section 400(a) of the Code and related regulations will be invalid. ARTICLE VIII This Agreement will be amended from time to time to comply with the provisions of the Code and related regulations. Other amendments may be made with the consent of the persons whose signatures appear on the Application on the reverse side. ARTICLE IX Definitions: In this part of this Agreement (Article IX), the words "you" and "your" mean the Depositor and the words "we" "us" and "our" mean the Custodian. The term "Broker" means the broker-dealer selected by us to provide services to your IRA. Nature and Change of Address: Any required notice regarding this IRA will be considered effective when we mail it to the last address of the intended recipient which we have in our records. Any notice to be given to us will be considered effective when we actually receive it. You must notify us of any change of address. Representations and Responsibilities: You represent and warrant to us that any information you have given or will give us with respect to this Agreement is complete and accurate. Further, you promise that any direction you give us or action you take will be proper under this Agreement. We shall not be responsible for our actions or failures to act. Likewise you shall not be responsible for our actions or failures to act provided, however that our duties and responsibilities under this Agreement are limited to those specifically stated int he Agreement and no other or further duties or responsibilities shall be implied. Service Fees: We have the right to charge an annual service fee or other designated fees (for example a transfer, rollover or termination fee) for maintaining your IRA. If you do not pay any fee separately, it will be paid from the assets in your IRA. We reserve the right to charge any additional fee upon 30 days notice to you that the fee will be effective. Custodial Account: We shall maintain a Custodial account for your benefit. The Custodial account will consist of investments purchased at your direction in or between SECURAL Mutual Funds, First American Money Fund or annuity policies available through SECURA Life Insurance Company, Inc. Investment of Amounts in the IRA: You have exclusive responsibility for and control over the selection of your IRA investments. However, your investment is limited to the SECURAL Mutual Funds. First American Money Fund or eligible annuity policies available through SECURA Life Insurance Company, Inc. Neither we nor any other party providing services to the Custodial account (including any broker) assume any responsibility for rendering advice with respect to the investment and reinvestment of the assets of you IRA nor shall such parties be liable for any loss which results from your investment decisions or have any duty to question your investment directions. All of the foregoing notwithstanding you investment directions shall be subject to any and all restrictions or limitations, direct or indirect, which are imposed by or flow from the by-laws of our institution and all Federal and State laws and regulations which apply to us. Broker: The Broker will be responsible for the execution of securities orders. The Broker may require that you sign an agreement which sets forth, among other things, its responsibilities and your responsibilities regarding securities transactions for you IRA. Benefactors: If you die before you receive all of the amounts in your IRA, payment from your IRA will be made to your beneficiary(ies). You may designate any person(s) as beneficiary(ies) of you IRA. This designation can only be made on a form prescribed by us and it will only be effective when it is filed with us during your lifetime. Each beneficiary designation you file with us will cancel all previous ones. The consent of a beneficiary shall not be required to revoke a beneficiary designation. If you do not designate a beneficiary, your estate will be the beneficiary. Termination: Either party may terminate this Agreement at any time by giving written notice to the other. If this Agreement is terminated, we may hold back from your IRA a reasonable amount of money that we believe is necessary to cover any one or more of he following: * Any expenses or terms chargeable against your IRA. * Any penalties associated with the early withdrawal of the savings instrument in your IRA. If our institution is merged with or bought by another institution or comes under the control of any Federal or State agency that institution (or agency) shall become the Custodian of your IRA, but only if it is the type or organization approved by the Internal Revenue Service to hold assets or IRAs. Adverse Claims: If we receive any claim to the assets held in your IRA which is adverse to your interest or the interest of your beneficiary and we in our absolute discretion decide that the claim is or may be ??????? we may withhold distribution until the claim is resolved or until instructed by a court of competent jurisdiction. As an alternative we may deposit all or any portion of the assets in your IRA into the court. Deposit with the court shall relieve us of any further obligation with respect to the assets deposited. We have the right to be reimbursed from the funds deposit with the court for our legal fees and costs incurred. Withdrawals: All requests for withdrawal shall be in writing on a form provided by or acceptable to us. The reason for the withdrawal and the method of distribution must be stated in writing. Any withdrawals shall be subject to all applicable tax and other laws and regulations including possible early withdrawals penalties and withholding requirements. Election: The Custodian reserves the right to elect whether or not late expectancy will be recalculated, provided, however that notice that notice of such election be given to you. Transfers for other IRAs: We can receive amounts transferred to this IRA from the Custodian or Trustee of another IRA. Restrictions on the Fund: Neither you nor any beneficiary may well, transfer or pledge any interest in your IRA in any manner whatsoever except as provided by law or this Agreement. The assets in your IRA shall not be responsible for the debts, contracts or loans of any person entitled to distributions under this Agreement. What Law Applies: This Agreement is subject to all applicable Federal and State laws and regulations. If it is necessary to apply any State Law to interpret and administer this Agreement, the law of our domicile shall govern. If any part of this Agreement is held to be illegal or invalid, the remains parts shall not be affected. Neither your nor our failure to enforce at any time for any period of time any of the provisions or of this Agreement shall be constructed as a waiver of such provisions or your right or our right thereafter to enforce each and every such provision. INSTRUCTIONS (Section references are to the Internal Revenue Code unless otherwise noted.) Purpose of Form This model Custodial account may be used by an individual who wishes to adopt an Individual Retirement Account under section 408(a). When fully executed by the Depositor and the Custodian not later than the time prescribed by law for filing the Federal income tax return for the Depositor's tax year (not including any extensions thereof), an individual will have an Individual Retirement Account (IRA) Custodial account which meets the requirements of Section 408(a). This account must be created in the United States for the exclusive benefit of the Depositor or his/her beneficiaries. Definitions Custodian: The Custodian must be a bank or savings and loan association, as defined in Section 408(a), or other person who has the approval of the Internal Revenue Service to act a s Custodian. Depositor: The depositor is the person who establishes the Custodial account. IRA for Non-Working Spouse Contributions to an IRA Custodial amount for a non-working spouse must be made to a separate IRA Custodial account established by the non-working spouse. This form may be used to establish the IRA Custodial account for the non-working spouse. An employee;s social security number will serve as the identification number of his or her Individual Retirement Account. An employer identification number is only required for each participant-directed Individual Retirement Account. An employer identification number is required for a common fund created for Individual Retirement Accounts. For more information get a copy of the required disclosure statement for your Custodian or get Publication 590. Individual Retirement Arrangements (IRAs). SPECIFIC INSTRUCTIONS Article IV: Distributions made under this Article may be made in a single sum periodic payment, or a combination of both. The distribution option should be reviewed in the year the Depositor reaches age 70's to make sure the requirements of Section 408(a)(b) have been met. Article IX: This Article and any that follow it may incorporate additional provisions that are agreed upon by the Depositor and Custodian to complete the Agreement. These may include for example: definitions, investment powers, voting rights, esculpatory provisions, amendment and termination removal of Custodian. Custodian's fees, State law requirements, beginning date of distributions, accepting only cash treatment of excess contributions necessary and attach them to this form. Married Filing Jointly. If you are a married individual and file a joint tax return with your spouse, you will be allowed a full IRA deduction of your combined AGI of $40,000 or less. If your combined AGI is more than $40,000 but less than $80,000, the maximum IRA contribution which you can deduct is your contribution limit less an amount equal to your AGI in excess of $40,000 mutiplied by your contribution limit and devided by 10,000 (but never less than $200). If your combined AGI is $50,000 or more, you will not be able to deduct your IRA contribution . Married Filing Separately. If you are married and file a separate tax return and your AGI is $10,000 or more you will not be able to deduct your IRA contribution. If your AGI is less than $10,000, the maximum IRA contribution which you can deduct is your contribution limit less an amount equal to your AGI multiplied by your contribution limit and divided by 10,000 (but never less than $200). Deduction Limit Rounding. If your AGI falls within the phaseout range (that is $25,000 to $35,000 for single individuals, $40,000 to $50,000 for married couples filing jointly and $0 to $10,000 for married individuals filing separately), your deduction limit is rounded to the next highest $10 in the case of a deduction limit that is not a multiple of $10. Definition of Active Participant. Generally, you will be an activie participant if you are covered by one or more of the following employer-maintained retirement plans. 1. A qualified pension, profit sharing, or stock bonus plan. 2. A qualified annuity plan of an employer. 3. A Simplified Employee Pension (SEP) Plan. 4. A retirement plan established by the Federal government, a State, or a political subdivision (except certain unfunded deferred compensation plans under IRC Section 457). 5. A tax sheltered annuity for employees of certain tax-exempt organizations or public schools, and 6. A qualified plan for self-employed individuals (H.R. 10 or Keogh Plan). If you do not know whether your employer maintains one of these plans or whether you are an active participant in it, check with your employer and your tax advisor. Also, the Form W-2 (Wage and Tax Statement) that you receive at the end of the year from your employer will indicate whether you are an activie participant. NOTE: The TRA-86 changes described above do not affect IRA contribution rules. The IRA contribution limit remains the lesser of 100% of compensation or $2,000. The TRA-86 changes only affect whether, and to what extent, an IRA contribution can be deducted. If you make an IRA contribution and it cannot be deducted, it is treated as a non-deductible IRA contribution. No deduction is allowed for a contribution made to your IRA if you attain age 70-1/2 before the close of the taxable year. B. The investment earnings of your IRA are not subject to Federal income tax until distributions are made (or in certain instances when distributions are deemed to be made). C. Non-Deductible Contributions For taxable years beginning after December 31, 1986, you will be able to make designated non-deductible contributions to your IRA to the extent that deductible contributions are not allowed. The sum of your deductible and non-deductible IRA contributions cannot exceed your contribution liit. You may elect to treat deductible IRA contributions as non-deductible contributions. In addition to the amount of deductible contributions for a particular tax year, you must provide the following information on your Federal income tax return: 1. The amount of designated non-deductible contributions for the tax year. 2. The aggregate amount of all designated non-deductible contributions for all proceeding years which have not been withdrawn. 3. The aggregate balance of all IRAs as of the last day of the tax year, and 4. The amount of distributions from all IRAs during the year. If you overstate the amount of designated non-deductible contributions for any taxable year, you are subject to a $100 penalty unless reasonable cause for the overstatement can be shown. Failure to file any form required by the IRS to report non-deductible contributions will result in a $50 per failure penalty. D. Taxation of Distributions The taxation of IRA distributions received after December 31, 1986, depends on whether or not you have ever made non-deductible IRA contributions. If you have only made deductible contributions, any IRA distribution will be fully included in income. If you have ever made non-deductible contributions to any IRA, the following formula must be used to determine the amount of any IRA distribution excluded from income: (Aggregate Non-Deductible Contributions) x (Amount Withdrawn) = Amount Excluded from Aggregate IRA Balance Income NOTE: Aggregate non-deductible contributions include all non-deductible contributions made by you through the end of the year of the distribution (which have not previously been withdrawn and excluded from income). Also note that aggregate IRA balance includes the total balance of all of your IRAs as of the end of the year of distribution and any distributions occuring during the year. E. Your IRA may be rolled over to an IA of yours, or may receive rollover contributions, provided that all of the applicable rollover rules are followed. Rollover is a form used to describe a tax-free movement of cash or other property to your IRA from any of your IRAs, or your employer's Qualified Retirement Plan or Tax Sheltered Annuity. The rollover rules are generally summarized below. These transactions are often complex. If you have any questions regarding a rollover, please see a competent tax advisor. 1. Funds distributed from your IRA may be rolled over to an IRA of yours if the requirements of IRC Section 408(d)(3) are met. A proper IRA to IRA rollover is completed if all or part of the distribution is rolled over not later than 60 days after the distribution is received. You may not have completed another IRA to IRA rollover from the distributing IRA during the 12 months preceding the date you receive the distribution. 2. A distribution from your employer's Qualified Retirement P lan (QRP) or Tax Sheltered Annuity (TSA) may be rolled over to your IRA if the requirements of IRC Section 402(a)(5) or Section 403(b)(8) are met. To meet the QRP or TSA rollover rules, a distribution myst be either a qualified total distribution or a partial distribution as defined in the Internal Revenue Code. In either situation, the distribution must be rolloed over to your IRA not later than 60 days after the distribution is received. a. Generally, a qualified total distribution is a distribution or series of distributions of your entire vested account in your employer's QRP or TSA which is distributed to you within one tax year because of plan termination (not applicable to TSAs), death, attainmetn of age 59-1/2, separation from service (not applicable to self-employeds) or disability (only applicable to self-employeds). b. Generally, a partial distribution is a single distribution of at least 50% of your vested account balance in your employer's QRP or TSA which is distributed because of your separation from service, disability or death. If you rollover a partial distribution to your IRA from your employer's QRP or TSA, subsequent distributions you receive from the QRP or TSA will not qualify for special five or ten year averaging. 3. At the time you make a proper rollover to an IRA, you must designate to the Custodian or Trustee in writing that you are making a rollover contribution. Once made, the written designation is irrevicable. 4. You cannot rollover to your IRA required m imum distributions which you receive from your IRA or your employer's QRP or TSA. Required m imum distributions are those which you must start taking for the year you attain age 70-1/2 or older. F. A contribution is deeded to have been made on the last day of the preceding taxable year if you make a contribution by the deadline for filing your income tax return (not including ), and you designate that contribution as a contribution for the preceding taxable year. For example, if you are a calendar year taxpayer and you make your IRA contribution on or before April 15, your contribution is considered to have been made for the previous tax year if you designate it as such. LIMITATIONS AND RESTRICTIONS A. Under a Simplified Employee Pension (SEP) Plan that meets the requirements of IRC Section 408(k), your employer may make contributions to your IRA. The basic rules for a SEP-IRA are: 1. Each year your employer may make payments to your IRA of up to 15% of your compenstaoin or $30,000, whichever is less. 2. In addition, you may contribute up to the lesser of $2,000 or 100% of your compensation. 3. Your employer deducts SEP contributions made to your IRA, while you deduct your own IRA contribution if you are allowed to (see IRA Deductibility above). 4. The yearly limit on contributions to an IRA established pursuant to a SEP is $32,000 ($2,000 for you and $30,000 for your employer) 5. Your employer is required to provide you with information which decribes the terms of your employer's SEP Plan. B. If you are married, have compensation for a particular year and your spouse has no compensation (or elects to be treated as having no compensation) for the year, you may make payments to an IRA established for the benefit of your spouse. Your spouse muyst not have attained age 70-1/2 in that year, even if you are age 70-1/2 or older. You must file a joint tax return for the year for which the contribution is made. The amount you may contribute to your IRA and your spouse's IRA is the lesser of $2,250 or 100% of your compensation. However, you may not contirbute more than $2,000 to any one IRA. C. A deduction is not allowed for rollover or transfer contributions. D. The $100,000 Federal estate tax exclusion previously available has been repealed for decedents living after 12/31/84. No exclusion will be allowed for decedents dying after that date. Transfers of your IRA assets to a named beneficiary made during your life and at your request or because of your failure to instruct otherwise may be subject to Federal gift tax under IRC Section 2501 if made after October 22, 1986. E. Capital gains treatment and favorable ten year forward averaging tax authorized by IRC Section 402 do not apply to IRA distributsion. F. Any withdrawal from your IRA, except a direct transfer, is subject to Federal income tax withholding. You may however elect not to have withholding apply to your IRA withdrawal. If withholding is applied to your withdrawal, 10% of the amount withdrawn will be withheld. G. If you or your beneficiary engage in a prohibited transaction with your IRA, as described in IRC Section 4975 it will lose its tax exemption and you must include the value of your account in your gross income for that taxable year. H. If you pledge any portion of your IRA as collateral for a loan, the amount so pledged will be treated as a distribution and will be included in your gross income for that year. FEDERAL TAX PENALTIES A. If you are under age 99-1/2 and receive an IRA distribution, an additional tax of 10% will apply unless made on account of death, disability, a qualifying rollover, a direct transfer, the timely withdrawal of an excess contribution or if the distribution is part of a series of substantially equal periodic payments (at least annual payments) made over your life expedency or joint life expectency of you and your beneficiary. This additional tax will apply only to the person of a distribution which is includible in your income. B. An excise tax of 6% is imposed upon any excess contribution you make to your IRA. This tax will apply to each year an excess remains in your IRA. An excess contribution is any contribution amount which exceeds your contribution limit, excluding rollover and direct transfer amounts. Your contribution limit is the lesser of $2,000 or 100% of your compensation for the taxable year. C. One of the requirements listed above is that you are required to take a minimum distribution by April 1 of the year following the year you attain age 70-1/2 and the end of each year thereafter and that your designated beneficiary(ies) is required to take certain minimum distributions after your death. An additional tax of 50% is imposed upon any excess of the miniumum required to be distributed over the amount actually distributed. Thus tax is referred to as an excess accumulation penalty tax. D. You will be taxed an additional 15% of any amount received and included as income during a calendar year fromn QRPs. TSAs and IRAs which exceeds $112,500 (or the current excess distribution limitation of IRC Section 4981.A) Certain exceptions may apply. If you receive an excess distribution as described above, you should see your tax advisor to determine if these exceptions apply to you. This tax is referred to as an excess distribution penalty tax. E. Your estate will have to pay additional Federal estate tax if you die with an excess retirement accumulation. The increased estate tax will be equal to 15% of the excess retirement accumulation. An excess retirement accumulation exists if, at the time of your death, the value of all of your interests in QRPs. TSAs and IRAs exceeds the present value of an annuity with annual payments of $112,500 (or the current excess distribution limitation of IRC Section 4981.A) payable over your life expectency immediately before your death. This tax is referred to as an e xcess retirement accumulation tax. F. You must file Form 5329 with the Internal Revenue Serve when any additional or excise taxes are due. OTHER A. The Agreement used to establish this IRA has been approved by the Internal Revenue Service. The Internal Revenue Service approval is a determination only as to form. It is not an endorsement of the plan in operation or of the investments offered. B. You may obtain fruther information on IRS from your District Office of the Internal Revenue Service in particular you may wish to obtain IRS Publication 590 (Individual Retirement Arrangements) EX-99.B15A 17 EXHIBIT 15(a) DISTRIBUTION PLAN [retail class] FIRST AMERICAN INVESTMENT FUNDS, INC. WHEREAS, FIRST AMERICAN INVESTMENT FUNDS, INC. (the "Fund") is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Directors of the Fund have determined that there is a reasonable likelihood that the following Distribution Plan will benefit the Fund and the owners of retail class shares of Common Stock ("Shareholders") in the Fund; NOW, THEREFORE, the Directors of the Fund hereby adopt this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Fund has adopted this retail class Distribution Plan ("Plan") to enable the Fund to directly or indirectly bear expenses relating to the distribution and shareholder servicing of retail class securities of the Portfolios listed on Exhibit A (each a "Portfolio") of which the Fund is the issuer. Section 2. The retail class of each Portfolio is authorized to pay the principal underwriter of the Fund's shares (the "Distributor") a total fee in connection with the servicing of shareholder accounts of such class and in connection with distribution-related services provided in respect of such class, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. All or any portion of such total fee may be payable as a Shareholder Servicing Fee, and all or any portion of such total fee may be payable as a Distribution Fee, as determined from time to time by the Fund's Board of Directors. Until further action by the Board of Directors, all of such fee shall be designated and payable as a Shareholder Servicing Fee. Section 3. (a) The Shareholder Servicing Fee may be used by the Distributor to provide compensation for ongoing servicing and/or maintenance of shareholder accounts with respect to the retail class of the applicable Portfolios of the Fund. Compensation may be paid by the Distributor to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of such retail class shares regarding their ownership of shares or their accounts with the Fund or who provide other administrative or accounting services not otherwise required to be provided by the Fund's investment adviser, transfer agent or other agent of the Fund. (b) The Distribution Fee may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of retail class shares of the applicable Portfolios of the Fund and to pay for other advertising and promotional expenses in connection with the distribution of such retail class shares. These advertising and promotional expenses include, by way of example but not by way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of such retail class shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of such retail class shares, including travel, entertainment, and telephone expenses. (c) Payments under the plan are not tied exclusively to the expenses for shareholder servicing and distribution related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Fund's Board of Directors will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the plan. (d) The Fund's investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution and shareholder servicing activities. Section 4. This Plan shall not take effect with respect to a Portfolio until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the retail class shares of such Portfolio; and (b) together with any related agreements, by votes of the majority of both (i) the Directors of the Fund and (ii) the Qualified Directors, cast in person at a Board of Directors meeting called for the purpose of voting on this Plan or such agreement. Section 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 6. Any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement shall provide to the Directors of the Fund, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Section 7. This Plan may be terminated at any time with respect to any Portfolio by the vote of a majority of the Qualified Directors or by vote of a majority of the Portfolio's outstanding retail class voting securities. Section 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the vote of a majority of the Qualified Directors or by the vote of Shareholders holding a majority of the Portfolio's outstanding retail class voting securities, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. Section 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of Shareholders holding a majority of the outstanding retail class voting securities of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 10. As used in this Plan, (a) the term "Qualified Directors" shall mean those Directors of the Fund who are not interested persons of the Fund, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. Section 11. While this Plan is in effect, the selection and nomination of those Directors who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the 1940 Act shall be committed to the discretion of the Directors then in office who are not interested persons of the Fund. Section 12. This Plan shall not obligate the Fund or any other party to enter into an agreement with any particular person. FIRST AMERICAN INVESTMENT FUNDS, INC. EXHIBIT A TO PLAN OF DISTRIBUTION Portfolio Government Bond Fund _______________, 1994 Municipal Bond Fund _______________, 1994 Fixed Income Fund _______________, 1994 Intermediate Term Income Fund _______________, 1994 Limited Term Income Fund _______________, 1994 Mortgage Securities Fund _______________, 1994 Stock Fund _______________, 1994 Special Equity Fund _______________, 1994 Equity Index Fund _______________, 1994 Regional Equity Fund _______________, 1994 Asset Allocation Fund _______________, 1994 Balanced Fund _______________, 1994 Minnesota Insured Intermediate Tax Free Fund _______________, 1994 Colorado Intermediate Tax Free Fund _______________, 1994 Emerging Growth Fund _______________, 1994 Technology Fund _______________, 1994 International Fund _______________, 1994 EX-99.B15B 18 EXHIBIT 15(b) CLASS B DISTRIBUTION PLAN (Contingent Deferred Sales Charge Class) FIRST AMERICAN INVESTMENT FUNDS, INC. WHEREAS, FIRST AMERICAN INVESTMENT FUNDS, INC. (the "Fund") is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Directors of the Fund have determined that there is a reasonable likelihood that the following Distribution Plan will benefit the Fund and the owners of Class B shares of Common Stock ("Shareholders") in the Fund; NOW, THEREFORE, the Directors of the Fund hereby adopt this Distribution Plan pursuant to Rule 12b-1 under the 1940 Act. Section 1. The Fund has adopted this Class B Distribution Plan ("Plan") to enable the Fund to directly or indirectly bear expenses relating to the distribution and sale of Class B shares (collectively, "Shares") of the portfolios of the Fund, as now in existence or hereinafter created from time to time (each a "Portfolio"). Section 2. The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the "Distributor") a total fee in connection with distribution-related service provided in respect of such class, calculated and payable month, at the annual rate of .75% of the value of the average daily net assets of such class. Section 3. (a) The fee paid pursuant to Section 2 may be used by the Distributor to provide initial and ongoing sales compensation to its investment executives and to other broker-dealers in respect of sales of Shares of the applicable Portfolios and to pay for other advertising and promotional expenses in connection with the distribution of the Shares. These advertising and promotional expenses include, by way of example but not by way of limitation, costs of printing and mailing prospectuses, statements of additional information and shareholder reports to prospective investors; preparation and distribution of sales literature; advertising of any type; an allocation of overhead and other expenses of the Distributor related to the distribution of the Shares; and payments to, and expenses of, officers, employees or representatives of the Distributor, of other broker-dealers, banks or other financial institutions, and of any other persons who provide support services in connection with the distribution of the Shares, including travel, entertainment, and telephone expenses. (b) Payments under the Plan are not tied exclusively to the expenses for distribution related activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by he Distributor. The Fund's Board of Directors will evaluate the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. (c) The Fund's investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional distribution. Section 4. This plan shall not take effect with respect to a Portfolio until it has been approved (a) by a vote of at least a majority of the outstanding voting securities of the Class B Shares of such Portfolio; and (b) together with any related agreements, by votes of the majority of both (i) the Directors of the Fund and (ii) the Qualified Directors, cast in person at a Board of Directors meeting called for the purpose of voting on this Plan or such agreement. Section 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 6. Any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement shall provide to the Directors of the Fund, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. Section 7. This Plan may be terminated at any time with respect to any Portfolio by the vote of a majority of the Qualified Directors or by vote of a majority of the Portfolio's outstanding Class B shares. Section 8. All agreements with any person relating to implementation of this Plan shall be in writing, and any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the vote of a majority of the Qualified Directors or by the vote of shareholders holding a majority of the Portfolio's outstanding Class B shares, on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. Section 9. This Plan may not be amended to increase materially the amount of distribution expenses permitted pursuant to Section 2 hereof without the approval of shareholders holding a majority of the outstanding Class B shares of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Part (b) of Section 4 herein for the approval of this Plan. Section 10. As used in this Plan, (a) the term "Qualified Directors" shall mean those Directors of the Fund who are not interested persons of the Fund, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. Section 11. While this Plan is in effect, the selection and nomination of those Directors who are interested persons of the Fund within the meaning Section 2(a) (19) of the 1940 Act shall be committed to the discretion of the Directors then in office who are not interested persons of the Fund. Section 12. This Plan shall not obligate the Fund or any other party to enter into an agreement with any particular person. EX-99.B15C 19 EXHIBIT 15(c) SERVICE PLAN [CLASS B SHARES - CONTINGENT DEFERRED SALES CHARGE CLASSES] FIRST AMERICAN INVESTMENT FUNDS, INC. WHEREAS, FIRST AMERICAN INVESTMENT FUNDS, INC. (the "Fund") is engaged in business as an open-end investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"); and WHEREAS, the Directors of the Fund have determined that there is a reasonable likelihood that the following Service Plan will benefit the Fund and the owners of the Class B Shares (the "Shares") of the portfolios of the Fund: NOW, THEREFORE, the Directors of the Fund hereby adopt this Service Plan in accordance with the conditions contained in the multi-class exemptive order granted by the Securities and Exchange Commission and applicable to the Fund. SECTION 1. The Fund has adopted this Service Plan ("Plan") to enable the Fund to directly or indirectly bear expenses relating to the shareholder servicing of the Shares of the Fund's portfolios as now in existence or hereinafter created from time to time (each a "Portfolio"). SECTION 2. The Shares of each Portfolio are authorized to pay the principal underwriter of the Shares (the "Distributor") a fee in connection with the personal, ongoing servicing of shareholder accounts of such Shares, calculated and payable monthly, at the annual rate of .25% of the value of the average daily net assets of such class. SECTION 3. (a) The service fee payable to the Distributor pursuant to Section 2 hereof may be used by the Distributor to provide compensation for personal, ongoing servicing and/or maintenance of shareholder accounts with respect to the Shares of the applicable Portfolios. Compensation may be paid by the Distributor, or any portion of the fee may be reallowed, to persons, including employees of the Distributor, and institutions who respond to inquiries of holders of the Shares regarding their ownership of Shares or their accounts with the Fund or who provide other administrative or accounting services not otherwise required to be provided by the Fund's investment adviser, transfer agent or other agent of the Fund. Notwithstanding the foregoing, if the National Association of Securities Dealers, Inc. ("NASD") adopts a definition of "service fee" for purposes of Section 26(d) of the NASD Rules of Fair Practice that differs from the definition of shareholder servicing activities in this paragraph, or if the NASD adopts a related definition intended to define the same concept, the definition of shareholder servicing activities in this paragraph shall be automatically amended, without further action of the parties, to conform to such NASD definition. (b) Payments under the Plan are not tied exclusively to the expenses for shareholder servicing activities actually incurred by the Distributor, so that such payments may exceed expenses actually incurred by the Distributor. The Fund's Board of Directors will evaluated the appropriateness of the Plan and its payment terms on a continuing basis and in doing so will consider all relevant factors, including expenses borne by the Distributor and amounts it receives under the Plan. (c) The Fund's investment adviser and the Distributor may, at their option and in their sole discretion, make payments from their own resources to cover costs of additional shareholder servicing activities. SECTION 4. This Plan shall not take effect with respect to a Portfolio until it has been approved, together with any related agreements, by votes of the majority of both (i) the Directors of the Fund and (ii) the Qualified Directors, cast in person at a Board of Directors meeting called for the purpose of voting on this Plan and such agreement. SECTION 5. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided in Section 4 herein for the approval of this Plan. SECTION 6. Any person authorized to direct the disposition of monies paid or payable by the Fund pursuant to this Plan or any related agreement shall provide to the Directors of the Fund, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made. SECTION 7. This Plan may be terminated at any time with respect to any Portfolio by majority of the Qualified Directors or by vote of a majority of the Portfolio's outstanding Shares class voting securities. SECTION 8. All agreements with any person relating to implementation of this Plan shall be in writing, any agreement related to this Plan shall provide (a) that such agreement may be terminated at any time with respect to any Portfolio, without payment of any penalty, by the vote of a majority of the Qualified Directors or by the vote of a majority of the Portfolio's outstanding Shares on not more than 60 days written notice to any other party to the agreement; and (b) that such agreement shall terminate automatically in the event of its assignment. SECTION 9. This Plan may not be amended to increase materially the amount of shareholder servicing expenses permitted pursuant to Section 2 hereof without the approval of a majority of the outstanding Shares of the applicable Portfolio, and all material amendments to this Plan shall be approved in the manner provided in Section 4 herein for the approval of this Plan. SECTION 10. As used in this Plan, (a) the term "Qualified Directors" shall mean those Directors of the Fund who are not interested persons of the Fund, and have no direct or indirect financial interest in the operation of this Plan or any agreements related to it, and (b) the terms "assignment" and "interested person" shall have the respective meanings specified in the 1940 Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission. SECTION 11. While this Plan is in effect, the selection and nomination of those Directors who are not interested persons of the Fund within the meaning of Section 2(a) (19) of the 1940 Act shall be committed to the discretion of the Directors then in office who are not interested persons of the Fund. SECTION 12. This Plan shall not obligate the Fund or any other party to enter into an agreement with any particular person. EX-99.B17 20 Financial Data Schedule - (See Exhibit 27.) EX-99.B19 21 EXHIBIT 19 FIRST AMERICAN INVESTMENT FUNDS, INC. POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints David Lee, Jean Young, and Carmen V. Romeo, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign a Registration Statement on Form N-1A of First American Investment Funds, Inc., any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof. Signature Title Date /s/ Robert J. Dayton Director September 14, 1994 Robert J. Dayton /s/ Welles B. Eastman Director September 14, 1994 Welles B. Eastman /s/ Irving D. Fish Director September 14, 1994 Irving D. Fish /s/ Leonard W. Kedrowski Director September 14, 1994 Leonard W. Kedrowski /s/ Joseph D. Strauss Director September 14, 1994 Joseph D. Strauss /s/ Virginia L. Stringer Director September 14, 1994 Virginia L. Stringer /s/ Gae B. Veit Director September 14, 1994 Gae B. Veit EX-27 22
6 0000820892 FIRST AMERICAN INVESTMENT FUNDS, INC. 182 LIMITED VOLATILITY STOCK FUND INSTITUTIONAL CLASS C 1,000 6-MOS SEP-30-1995 OCT-01-1994 MAR-31-1995 14,561 15,429 228 0 0 15,657 0 0 15 15 0 14,728 1,473 0 4 0 42 0 868 15,642 162 6 0 (35) 133 42 868 1,043 0 129 0 0 14,680 50 98 15,642 0 0 0 0 33 0 62 12,613 10.00 .11 .61 (.10) 0 0 10.62 0.75 0 0
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