EXHIBIT 99(d) (5)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT is effective as of the 10th day of December 2008, between
FAF Advisors, Inc., as investment advisor (the "Advisor"), and First American
Strategy Funds, Inc. ("FASF").
WHEREAS, FASF includes the investment portfolios set forth in Exhibit A
hereto (each a "Fund" and, collectively, the "Funds"), each of which offers one
or more classes of shares; and
WHEREAS, the Advisor wishes to contractually limit fees and reimburse
expenses for the Funds through December 31, 2009; and
WHEREAS, it is in the interests of both the Advisor and the shareholders of
the Fund to limit Fund expenses as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
that the Advisor will limit its fees and/or reimburse Fund expenses to the
extent necessary to limit the annual operating expenses of the Fund to the
amounts set forth in Exhibit A hereto (which limits are set forth for the Fund
on a class-by-class basis). The Advisor agrees that it may not be reimbursed by
FASF for the fees waived by the Advisor under the terms of the agreement. The
Advisor agrees to continue the foregoing expense limits through December 31,
2009. Thereafter, any expense limit may be changed upon prior notice to FASF's
Board of Directors.
IN WITNESS WHEREOF, the parties have signed this agreement as of the day
and year first above written.
FAF ADVISORS, INC. FIRST AMERICAN STRATEGY FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx III By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx III Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer Title: Treasurer
FIRST AMERICAN STRATEGY FUNDS, INC.
EXHIBIT A
TO
EXPENSE LIMITATION AGREEMENT DATED DECEMBER 10, 2008
EFFECTIVE DECEMBER 10, 2008
ANNUAL OPERATING EXPENSE
LIMITATION AS A PERCENTAGE OF
AVERAGE DAILY NET ASSETS
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STRATEGY AGGRESSIVE ALLOCATION FUND
Class A 0.4000%
Class B 1.1500%
Class C 1.1500%
Class R 0.6500%
Class Y 0.1500%
STRATEGY GROWTH ALLOCATION FUND
Class A 0.4000%
Class B 1.1500%
Class C 1.1500%
Class R 0.6500%
Class Y 0.1500%
STRATEGY BALANCED ALLOCATION FUND
Class A 0.4000%
Class B 1.1500%
Class C 1.1500%
Class R 0.6500%
Class Y 0.1500%
STRATEGY CONSERVATIVE ALLOCATION FUND
Class A 0.4000%
Class B 1.1500%
Class C 1.1500%
Class R 0.6500%
Class Y 0.1500%
INCOME BUILDER FUND
Class A 0.3500%
Class B 1.1000%
Class C 1.1000%
Class R 0.6000%
Class Y 0.1000%
