EXHIBIT (h)(9)
SHAREHOLDER ACCOUNT SERVICING AGREEMENT
THIS AGREEMENT, made this 1st day of October, 1998, by and between
First American Funds, Inc., a Minnesota corporation (the "Company"), on behalf
of each series of the Company's common stock (such series are referred to herein
individually as a "Fund" and collectively as the "Funds"), and U.S. Bank
National Association, a national banking association (the "Servicing Agent").
WITNESSETH:
WHEREAS, the Company has entered into an Agency Agreement with DST
Systems, Inc. ("DST") pursuant to which DST was appointed as Transfer Agent and
Dividend Disbursing Agent for the Funds; and
WHEREAS, management of the Company has determined that it would be in
the best interests of each Fund and its shareholders to maintain with DST
certain omnibus accounts, with each such account representing the accounts of a
number of individual shareholders who maintain accounts with the Servicing Agent
or its affiliates in which Class A and Class B shares of the Funds are held, and
to have the Servicing Agent provide transfer agent and dividend disbursing agent
services for such underlying individual shareholder accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto agree as follows:
1. Scope of Appointment.
(a) Subject to the conditions set forth in this Agreement, the Company
hereby appoints the Servicing Agent to perform certain transfer agent and
dividend disbursing agent services, and the Servicing Agent accepts such
appointment.
(b) Such services shall be provided with respect to all individual
shareholder accounts encompassed within the omnibus accounts referenced above.
(c) The Servicing Agent agrees to provide the necessary facilities,
equipment and personnel to perform its duties and obligations hereunder in
accordance with industry practice.
(d) The Servicing Agent agrees to perform the usual and ordinary
services of transfer agent and dividend disbursing agent not performed by DST
with respect to the shareholder accounts outlined in Section 1(b), including,
without limitation, the following: maintaining all shareholder accounts;
preparing shareholder meeting lists; mailing shareholder reports and
prospectuses; tracking shareholder accounts for blue sky and Rule 12b-1
purposes; withholding taxes on non-resident
alien and foreign corporation accounts; preparing and mailing checks for
disbursement of income dividends and capital gains distributions; preparing and
filing U.S. Treasury Department Form 1099 for all shareholders; preparing and
mailing confirmation forms to shareholders and dealers with respect to all
purchases, exchanges and liquidations of Fund shares and other transactions in
shareholder accounts for which confirmations are required; recording
reinvestments of dividends and distributions in Fund shares; recording
redemptions of Fund shares; and preparing and mailing checks for payments upon
redemption and for disbursements to withdrawal plan holders.
(e) The Servicing Agent shall perform all services relating to
shareholder transactions, share redemptions and maintaining shareholder accounts
on the same business day as the request for the transaction is received. The
Servicing Agent shall perform all services relating to payouts of monies no
later than three business days following the date of receipt of the request for
the transaction. The Servicing Agent shall perform all services relating to the
provision of confirmations no later than three business days following the
transaction. Any activities not enumerated will be fulfilled no later than the
time required by applicable law. In each case the time standards will be
adjusted to meet any applicable requirements of law. The time frames above
include not only the performance of the activity, but the appropriate quality
control and mailing of the related checks, confirms, letters or other documents.
The Servicing Agent will maintain records of its performance,
available to the Company for inspection upon reasonable notice.
2. Compensation. As compensation for the services to be provided by
the Servicing Agent hereunder, each Fund will pay to the Servicing Agent an
annual per-account fee as set forth in Exhibit A hereto. Such fee shall be
payable on a monthly basis at a rate of 1/12th of the annual per-account charge,
with payment being made within ten business days following the end of the month
covered by such payment. Such fee covers all services outlined in Section 1(d)
with the exception of preparing shareholder meeting lists and mailing
shareholder reports and prospectuses. These services, along with proxy
processing (if applicable) and other special service requests, will be billable
as performed at a mutually agreed upon fee in addition to the annual fee as
noted, provided that such mutually agreed upon fee shall be fair and reasonable
in light of the usual and customary charges made by others for services of the
same nature and quality.
3. Records
(a) The Servicing Agent will maintain customary records in connection
with its agency appointment hereunder, and in particular will maintain those
records
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required to be maintained pursuant to subparagraph 2(iv) of paragraph (b) of
Rule 31a-1 under the Investment Company Act of 1940, as amended (the "1940
Act").
(b) To the extent required by Section 31 of the 1940 Act and the rules
and regulations thereunder, the Servicing Agent agrees that all records
maintained by the Servicing Agent relating to the services to be performed by it
under this Agreement are the property of the Company and will be preserved in
accordance with Rule 31a-2 under the 1940 Act and will be surrendered promptly
to the Company upon request.
4. Complaints and Regulatory Actions. The Servicing Agent and the
Company shall cooperate fully in any securities regulatory investigation or
proceeding or judicial proceeding with respect to the Servicing Agent, the
Company, their affiliates (as defined in the 0000 Xxx) and/or their agents,
representatives or employees to the extent that such investigation or proceeding
is in connection with the services subject to this Agreement. Without limiting
the foregoing, the parties shall notify each other promptly of the receipt of
notice of any such investigation or proceeding and of any customer complaint
relating to or learned of in the course of the provision of services subject to
this Agreement.
In the case of any such customer complaint, the Servicing Agent and the
Company and their affiliates shall cooperate in investigating such complaint.
Any response to a customer complaint relating to the Company must be approved in
writing by the Company prior to it being sent to the customer or any regulatory
authority. The Company agrees to review any such response to such substantive
complaint prepared by the Servicing Agent within three (3) business days of its
receipt by the Company, except that, if a more prompt response is required, the
Company shall review such response within the required shorter time period. Any
response by the Servicing Agent to a customer complaint which relates to the
Servicing Agent or its affiliates shall be provided to the Company no later than
the time it is provided to the customer or any regulatory authority.
5. Fund Shares Held on Behalf of Servicing Agent Clients. Fund shares
held by the Servicing Agent on behalf of a client of the Servicing Agent or its
affiliates shall be carried in a custody account for the exclusive benefit of
clients of the Servicing Agent or such affiliate, as the case may be, and shall
not be subject to any right, charge, security interest, lien or other claim
against the Servicing Agent or such affiliate in favor of the Company or any
Fund.
6. Indemnification.
(a) The Servicing Agent will not be responsible for, and the Company
will hold harmless and indemnify the Servicing Agent from and against, any loss
by or liability to the Company or a third party, including attorneys' fees, in
connection
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with any claim or suit asserting any such liability arising out of or
attributable to actions taken by the Servicing Agent pursuant to this
Agreement, unless the Servicing Agent has acted negligently or in bad faith.
Without limitation of the foregoing:
(i) at any time the Servicing Agent may apply to any officer of
the Company for instructions, and may consult with legal counsel for the Company
or its own legal counsel at the expense of the Company, with respect to any
matter arising in connection with its agency, and the Servicing Agent will not
be liable for any action taken or omitted by it in good faith reliance upon such
instructions or upon the opinion of such counsel; and
(ii) the Servicing Agent may rely upon and will be protected in
acting upon any paper or document reasonably believed by it to be genuine and to
have been signed by the proper person or persons and will not be held to have
notice of any change of authority of any person until receipt of written notice
thereof from the Company.
(b) The Servicing Agent will hold harmless and indemnify the Company
from and against any loss or liability arising out of the Servicing Agent's
failure to comply with the terms of this Agreement or arising out of the
Servicing Agent's negligence, misconduct or bad faith.
7. Interpretation; Governing Law. This Agreement shall be subject to
and interpreted in accordance with all applicable provisions of law, including,
without limitation, the 1940 Act and the rules and regulations promulgated
thereunder. To the extent the provisions herein contained conflict with any such
applicable provisions of law, the latter shall control. The laws of the State of
Minnesota shall otherwise govern the construction, validity and effect of this
Agreement.
8. Effective Date; Duration; Termination.
(a) This Agreement shall be effective as of the date first set forth
above.
(b) Unless sooner terminated as hereinafter provided, this Agreement
shall continue in effect from year to year but only so long as such continuance
is specifically approved at least annually by the Board of Directors of the
Company, including a majority of the Directors who are not parties to this
Agreement or "interested persons" of any such party (as defined in the 1940
Act), by vote cast in person at a meeting called for the purpose of voting on
such approval.
(c) This Agreement may be terminated at any time without the payment
of any penalty by either party upon not less than 60 days' written notice to the
other party. Upon the effective termination date, the Servicing Agent shall make
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available to the Company or its designated record keeping successor all of the
records of the Company maintained under this Agreement then in the Servicing
Agent's possession.
(d) This Agreement shall automatically terminate in the event of its
assignment (as defined by the provisions of the 0000 Xxx) unless such assignment
is approved in advance by the Board of Directors, including a majority of the
directors of the Company who are not parties to this Agreement or "interested
persons" of any such party (as defined in the 1940 Act).
9. Amendments. No material amendment to this Agreement shall be
effective until approved by the Servicing Agent and by a vote of the Board of
Directors of the Company, including a majority of the Directors who are not
parties to this Agreement or "interested persons" of any such party (as defined
in the 1940 Act).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be signed by their duly authorized officers as of the day and year first above
written.
FIRST AMERICAN FUNDS, INC.
By /s/ Xxxxxxx X. Xxxxxxx
Its Vice President
U.S. BANK NATIONAL
ASSOCIATION
By /s/ Xxxx Xxxxxx
Its Vice President
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EXHIBIT A TO SHAREHOLDER ACCOUNT SERVICING AGREEMENT
SCHEDULE OF CHARGES
Money Market Fund Accounts
$9 per account
Non-Money Market Fund Accounts
$15 per account
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