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Securities Lending Agreement

 

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Title:

Securities Lending Agreement

Entities:

First American Investment Funds Inc

Date:

2007

Size:

Preview shows 9KB of 46KB total

Price:

$40

ID:

#2991367

 

 

► Loans ► Lending ► Securities Lending Agreements

 

 

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                          SECURITIES LENDING AGREEMENT




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SECURITIES LENDING AGREEMENT

CUSTOMER AGREEMENT


This Securities Lending Agreement, made as of this 1st day of January,
2007 including all exhibits attached hereto, all of the terms of which are
incorporated herein by reference, in each case, as amended and/or supplemented
from time to time in accordance with the terms hereof (this "Agreement"), by and
between U.S. Bank National Association (the "Bank") and First American
Investment Funds, Inc. (the "Customer").

WITNESSETH:

WHEREAS, Customer is an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940 Act") which
offers its shares in one or more separate series, with each such series
representing a separate and distinct pool of cash, securities, and other assets
(collectively "Property"); and

WHEREAS, the Customer desires to have the Bank engage in securities
lending as Customer's agent with respect to certain Securities; and

WHEREAS, the Bank and the Customer desire to specify the terms and
conditions under which such securities lending will be performed.

NOW, THEREFORE, in consideration of the mutual premises, covenants and
undertakings set forth herein, the parties hereto agree as follows:

1. Definitions: For purposes hereof:

"Borrower" shall be, subject to the other provisions of this
Agreement, one or more (i) broker-dealers registered under the
Securities Exchange Act of 1934 (the "1934 Act"); (ii) broker-dealers
exempt from registration under 15(a)(1) of the 1934 Act as a dealer in
exempted Government Securities, or (iii) bank(s), with which the Bank
or one of its agents has established a securities lending agreement
whereby Borrower may borrow Securities and which the Customer has
expressly approved in accordance with the last sentence of this
paragraph. Such potential Borrowers are listed in Exhibit A attached
hereto. Borrowers may be added to or deleted from Exhibit A by (i) the
Customer by means of written notice delivered by the Customer to the
Bank, or (ii) written notice delivered by the Bank to the Customer
which is confirmed by the Customer via letter, fax or e-mail.

"Borrower Agreement" shall have the meaning provided such term
in Section 3(a) hereof.

"Business Day" shall mean, with respect to any Loan hereunder,
a day on which regular trading occurs in the
principal market for the Loaned Securities subject to such Loan,
provided, however, that for purposes of determining the Market Value of
any Securities hereunder, such term shall mean a day on which regular
trading occurs in the

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principal market for the Securities whose value is being determined.
Notwithstanding the foregoing, in no event shall a Saturday or Sunday
be considered a Business Day.

"Close of Trading" shall mean, with respect to any Security,
the end of the primary trading session established by the principal
market for such Security on a Business Day.

"Collateral" shall be collateral which the Bank shall receive
from Borrower(s) to secure Loans on behalf of a Customer in the form of
(i) cash denominated in United States dollars ("Cash Collateral"), (ii)
securities issued or guaranteed by the United States Government or its
agencies, or (iii) irrevocable bank letters of credit issued by a
person other than the Borrower or an affiliate thereof, or equivalent
obligation denominated in United States dollars..

"Government Securities" shall mean government securities as
defined in Section 3(a)(42)(A)-(C) of the 1934 Act, as amended.

"Loans" shall be the lending of Securities to Borrower(s).

"Loaned Securities" shall be those Securities which are loaned
to the Borrower(s) by the Bank, securities identical to such
Securities, or securities equivalent to such loaned securities in the
event of a reorganization, recapitalization or merger affecting the
originally loaned securities.

"Margin Percentage" shall mean, with respect to any Loan as of
any date, a percentage agreed to by the Borrower and the Bank, provided
that in no event shall the Margin Percentage be less than 100% of the
Market Value of the Loaned Securities.

"Mark to Market" shall be the procedure whereby the Bank
determines the Market Value of securities Collateral and Loaned
Securities.

"Market Value" shall be:

(i) If the principal market for the securities to be
valued is a national securities exchange in the United States,
their Market Value shall be determined by their last sale
price on such exchange at the most recent Close of Trading or,
if there was no sale on the Business Day of the most recent
Close of Trading, by the last sale price at the Close of
Trading on the next preceding Business Day on which there was
a sale on such exchange, all as quoted on the Consolidated
Tape or, if not quoted on the Consolidated Tape, then as
quoted by such exchange, including where applicable, accrued
interest to the extent not already included therein, unless
market practice with respect to the valuation of such
securities in connection with securities loans is to the
contrary.

(ii) If the principal market for the securities to be
valued is the over-the-counter market, and the securities are
quoted on The Nasdaq Stock Market ("Nasdaq"), their Market
Value shall be the last sale price on Nasdaq at the most
recent Close of Trading or, if the securities are issues for
which last sale prices are



- 2 -

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not quoted on Nasdaq, the last bid price at such Close of
Trading. If the relevant quotation did not exist at such Close
of Trading, then the Market Value shall be the relevant
quotation on the next preceding Close of Trading at which
there was such a quotation, including where applicable,
accrued interest to the extent not already included therein,
unless market practice with respect to the valuation of such
securities in connection with securities loans is to the
contrary.

(iii) Except as provided in Subsection (iv) of this
definition, if the principal market for the securities to be
valued is the over-the-counter market, and the securities are
not quoted on Nasdaq, their Market Value shall be determined
in accordance with market practice for such securities, based
on the price for such securities as of the most recent Close
of Trading obtained from a generally recognized source agreed

 

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