EXHIBIT (H)(7)
SHAREHOLDER SERVICING FEE WAIVER AGREEMENT
THIS AGREEMENT is effective as of the 31st day of October, 2008, between
FAF Advisors, Inc., a Delaware corporation ("FAF Advisors," formerly known as
U.S. Bancorp Asset Management, Inc.), and First American Funds, Inc., a
Minnesota corporation ("FAF").
WHEREAS, FAF Advisors provides, or compensates other service providers for
providing, non-distribution-related (non-12b-1) shareholder services to clients
who from time to time beneficially own certain share classes of the portfolios
of FAF (each a "Portfolio" and, collectively, the "Portfolios") pursuant to an
Amended Shareholder Service Plan and Agreement amended effective February 22,
2006; and
WHEREAS, each such share class of a Portfolio pays a monthly shareholder
servicing fee to FAF Advisors for providing such shareholder services, or for
compensating other service providers for providing such services; and
WHEREAS, FAF Advisors wishes to contractually waive the shareholder
servicing fees paid by certain share classes of the Portfolios as set forth in
Exhibit A hereto through October 31, 2009; and
WHEREAS, it is in the interests of both FAF Advisors and the shareholders
of the Portfolios for FAF Advisors to waive shareholder servicing fees as set
forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
that FAF Advisors will waive a portion of its shareholder servicing fees to the
extent set forth in Exhibit A (which waivers are set forth on a class-by-class
basis). FAF Advisors agrees that it may not be reimbursed by FAF for the fees
waived by FAF Advisors under the terms of this agreement. FAF Advisors agrees to
continue the foregoing fee waivers through October 31, 2009. Thereafter, any
shareholder servicing fee waiver arrangement may be changed upon prior notice to
FAF'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 FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx III By: /s/ Xxxxxxx X. Xxxxxxxxx Xx.
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Name: Xxxxxx X. Xxxxx III Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer Title: Treasurer
EXHIBIT A
ANNUAL SHAREHOLDER SERVICING FEE WAIVER AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS
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Prime Obligations Fund - Class I 0.03%
Prime Obligations Fund - Institutional Investor Class 0.03%
Treasury Obligations Fund - Reserve Class 0.01%
