Exhibit (e)(2)
AMENDMENT TO DISTRIBUTION AGREEMENT
FOR CLASS A SHARES
EFFECTIVE AS OF JULY 24, 2002
THIS AMENDMENT is made this 24th day of July, 2002, between First
American Strategy 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 the Class A shares of the Fund's 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:
(a) 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.
(b) 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.
(c) 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.
(d) 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.
(e) 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 STRATEGY FUNDS, INC.
By: _________________________
Its:__________________________
QUASAR DISTRIBUTORS, LLC
By: _________________________
Its:__________________________
