Exhibit (e)(4)
AMENDMENT TO DISTRIBUTION AGREEMENT
EFFECTIVE AS OF JULY 24, 2002
THIS AMENDMENT is made this 24th day of July, 2002, between First American
Funds, Inc., a Minnesota corporation (the "Fund") and Quasar Distributors, LLC,
a Delaware limited liability company ("Distributor").
WHEREAS, Fund and Distributor are parties to a Distribution Agreement dated
October 1, 2001, under which Distributor agreed to act as distributor and
shareholder servicing agent for Treasury Reserve Fund, and the Class A and Class
D shares of Fund's other portfolios, as were then in existence, have since been
created, or will be created from time to time; and
WHEREAS, the parties have, as of the Effective Date first set forth above,
agreed to this Amendment to the Distribution Agreement as a result of recent
regulatory changes codified under the Understanding and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of
2001 ("USA PATRIOT Act").
NOW THEREFORE, the parties agree as follows:
Article 9, Article 10 and Article 11, of the Distribution Agreement are
renumbered as Article 10, Article 11 and Article 12, respectively, and new
Article 9, as set forth below, is added:
ARTICLE 9. Anti-Money Laundering Compliance Program. The USA PATRIOT Act
imposes certain obligations on Broker-Dealers through new anti-money laundering
provisions and amendments to the Bank Secrecy Act. Distributor agrees to adopt
appropriate policies and procedures sufficient to ensure compliance with federal
anti-money laundering laws and regulations, including the following:
(f) Filing of Forms and Reports. Distributor's exclusive business purpose
is to provide mutual fund underwriting and distribution services, and
it does not receive customer funds. However, any funds received by
Distributor, including funds received by Distributor's registered
representatives, will be processed in accordance with applicable law,
including filing of Forms 8300, filing of Suspicious Activity Reports,
and filing of any other forms required by applicable regulations.
(g) Employee Awareness and NASD Training. Distributor has implemented a
program to educate employees with respect to its anti-money laundering
program and applicable anti-money laundering regulations. To comply
with the National Association of Securities Dealers training
requirements, all Distributor's registered representatives are
required to complete an anti-money laundering course as part of
Distributor's Firm Element Continuing Education. The course concludes
with a test on the subject as per the NASD Rule.
(h) Quarterly Reports. Distributor (i) will report to the Fund Board of
Directors, at least quarterly, any forms filed and any compliance
exceptions to its anti-money laundering policy, including resolution
of such exceptions, or certify that there were no such forms filed and
no such compliance exceptions to its anti-money laundering program;
and (ii) will, on an annual basis, provide to the Board of Directors a
copy of any policies created as part of its anti-money laundering
program.
(i) Inspection. Distributor agrees that federal, state and other
self-regulatory organizations' examiners shall have access to
information and records relating to any anti-money laundering
activities performed by Distributor for the Fund, and Distributor
consents to any inspection authorized by law or regulation in
connection thereof.
(j) Annual Audit. Distributor agrees to an annual independent audit of its
anti-money laundering program and also agrees to respond to the Fund's
Board of Directors with respect to each recommendation made pursuant
to such audit.
IN WITNESS, the Fund and Distributor have each duly executed this
Amendment, as of the day and year above written
FIRST AMERICAN FUNDS, INC.
By: ______________________
Its:______________________
QUASAR DISTRIBUTORS, LLC
By: ______________________
Its:______________________
