Exhibit (h)(2)
SCHEDULE A TO THE
CO-ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 1, 2001 FOR AS
AMENDED JUNE 5, 2002 FOR
FIRST AMERICAN FUNDS, INC.
PORTFOLIOS: This Agreement shall apply to each of the separately managed
portfolios of First American Funds, Inc., either now or
hereafter created (collectively, the "Portfolios").
FEES: ADMINISTRATION, SHAREHOLDER SERVICING AND INSTITUTIONAL
TRANSFER AGENCY FEES
Pursuant to Article 4, the Fund, for and on behalf of each
Portfolio (or class of shares within each Portfolio, as
applicable), shall pay the Administrator compensation for
services rendered to each Portfolio, calculated daily and paid
monthly at the annual rates set forth in the following table
and based on net assets of all open-end First American mutual
funds for which the Administrator provides services under this
Agreement or any similar agreement ("Complex-Wide Assets"):
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COMPLEX-WIDE ASSETS FEE (ALL CLASSES FEE
(IN BILLIONS) OTHER THAN CLASS S) (CLASS S)
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First $8 billion 15.0 bp 20.0 bp
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Next $17 billion 13.5 bp 18.5 bp
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Next $25 billion 12.0 bp 17.0 bp
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Assets over $50 billion 10.0 bp 15.0 bp
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Complex-Wide Assets at the end of each day are first applied
to the fee schedule above applicable to the applicable share
class within each Portfolio. Each share class is then charged
a fee (calculated and accrued daily and paid monthly) equal to
such gross number (the number calculated under the first
sentence of this paragraph) times a fraction, the numerator of
which is the assets within such share class and the
denominator of which is the Complex-Wide Assets.
The fees in this table (the "Fee Table") are comprised of the
following components, which shall be calculated for each
Portfolio (or class thereof) as follows:
Administration Fees. The Fee Table reflects administrative
fees calculated in accordance with the following schedule:
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ADMINISTRATION
COMPLEX-WIDE ASSETS FEE PER PORTFOLIO
(IN BILLIONS) (PER ANNUM)
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First $8 billion 5 bp
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Next $17 billion 4.25 bp
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Next $25 billion 3.5 bp
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Assets over $50 billion 2.5 bp
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Complex-Wide Assets at the end of each day are first applied
to the above fee schedule. Each Portfolio is charged an
administrative fee (calculated and accrued daily and paid
monthly) equal to such gross number (the number calculated
under the first sentence of this paragraph) times a fraction,
the numerator of which is the
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assets within such Portfolio and the denominator of which is
the Complex-Wide Assets.
Shareholder Servicing Fees. The Fee Table also reflects
shareholder servicing fees for each Class of shares within
each Portfolio calculated in accordance with the following
schedule:
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CLASS A, B, C & S CLASS D, I & Y
SHAREHOLDER SHAREHOLDER
COMPLEX-WIDE ASSETS SERVICING FEE SERVICING FEE
(IN BILLIONS) (PER ANNUM) (PER ANNUM)
--------------------------------------------------------------
First $8 billion 10 bp 5 bp
--------------------------------------------------------------
Next $17 billion 9.25 bp 4.25 bp
--------------------------------------------------------------
Next $25 billion 8.5 bp 3.5 bp
--------------------------------------------------------------
Assets over $50 billion 7.5 bp 2.5 bp
--------------------------------------------------------------
Complex-Wide Assets at the end of each day are first applied
to the fee schedule above applicable to the applicable share
class within each Portfolio. Each share class is then charged
a shareholder servicing fee (calculated and accrued daily and
paid monthly) equal to such gross number (the number
calculated under the first sentence of this paragraph) times a
fraction, the numerator of which is the assets within such
share class and the denominator of which is the Complex-Wide
Assets.
Institutional Transfer Agency Fees. The Fee Table also
reflects institutional transfer agency fees paid by Class D,
I, S and Y Shares of each Portfolio (as applicable) of 5 basis
points per annum (calculated and accrued daily and paid
monthly) on the net assets attributable to each such Class of
shares. These fees reimburse the administrator for the costs
of the sub-transfer agency systems relating to the trust and
other fiduciary accounts owning such Classes of shares.
TRANSFER AGENCY AND DIVIDEND DISBURSING CHARGES In addition to
the fees set forth in the Fee Table, the Fund (on behalf of
each share class of each Portfolio) shall pay the
Administrator the following fees for transfer agency and
dividend disbursing services:
Annual CUSIP Fee: $18,500 per CUSIP per year
Open Account Fees:
o Internal Accounts $9.00 per account per year
o Third Party/External Accounts $15.00 per account per year
o IRA Accounts $15.00 per account per year
o Certificate processing N/A
Closed Account Fees:
o Internal Accounts N/A
o Third Party/External Accounts $3.50 per account per year
The aggregate amount of such fees for transfer agency and
dividend disbursing services shall be allocated among all
Portfolios within the Fund (on behalf of each share class of
each Portfolio) on a pro rata basis based upon relative net
assets.
TERM: Pursuant to Article 7, the term of this Agreement, unless
sooner terminated as specified under the heading "Termination"
below, shall commence on October 1,
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2001 and shall remain in effect through June 30, 2002. On July
1, 2002 and on July 1 of each year thereafter (each, an
"Extension Date"), this Agreement shall be automatically
extended for successive one-year periods if the Administrator
has met or exceeded at least 90% of the Service Standards on a
cumulative basis during the prior year ending on Extension
Date and only so long as such continuance is specifically
approved at least annually in conformity with the requirements
of the 1940 Act. Calculation of compliance with the Service
Standards will be measured monthly, and reported to the Board
of Directors of the Fund quarterly, as a fraction, the
numerator of which is the number of Service Standard events
that were met in such month and the denominator of which is
the number of Service Standard events to be completed for such
month ("Service Level Percentage"). The Administrator will
calculate the compliance percentage, and Ernst & Young will
review such calculation, on a quarterly basis. Any
disagreements will be reported to the Fund's Board of
Directors for resolution, in the Board's good faith judgment.
TERMINATION: The Administration Agreement will be terminable for the
Portfolios by delivery to the Administrator of written notice:
(i) for any reason on six months prior written notice to the
Administrator; (ii) in the event of the Administrator's
bankruptcy or insolvency; (iii) in the event of a conviction
of the Administrator for corporate criminal activity; (iv) if
in any consecutive six-month period, the average cumulative
Service Level Percentage is less than 50%; or (v) if the
Administrator has materially failed to perform its
responsibilities as administrator under this Agreement, and
such material failure has not been cured within 45 days after
written notice is received by the Administrator specifying the
nature of the failure. The Administration Agreement may
terminated by the Administrator for any reason on six months
prior written notice to the Fund.
Agreed to and accepted by the undersigned effective as of June 5, 2002.
FIRST AMERICAN FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxx X. Xxxxxxx
--------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxx X. Xxxxxxx
Title: VP Title: President
U.S. BANCORP ASSET
MANAGEMENT, INC.
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: COO
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