EXHIBIT 99(d)(5)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT is effective as of the 31st day of October 2007, between
FAF Advisors, Inc., as investment advisor (the "Advisor"), and First American
Funds, Inc. ("FAF").
WHEREAS, FAF is comprised of multiple investment portfolios (each a "Fund"
and, collectively, the "Funds"), each of which offers one or more classes of
shares; and
WHEREAS, the Advisor has been contractually limiting fees and reimbursing
expenses for the Funds within FAF; and
WHEREAS, the Advisor wishes to continue the contractual commitment to limit
fees and reimburse expenses for the Funds within FAF through October 31, 2008;
and
WHEREAS, it is in the interests of both the Advisor and the shareholders of
the Funds to limit Fund expenses as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
that the Advisor will limit its fees and/or reimburse Fund expenses to the
extent necessary to limit the annual operating expenses of the Funds to the
amounts set forth in Exhibit A hereto (which limits are set forth for each Fund
on a class-by-class basis). The Advisor agrees that it may not be reimbursed by
FAF for the fees waived by the Advisor under the terms of this agreement. The
Advisor agrees to continue the foregoing expense limits through October 31,
2008. Thereafter, any expense limit 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.
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxxx III Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer Title: Treasurer
EXHIBIT A
ANNUAL OPERATING EXPENSE
LIMITATION AS A PERCENTAGE OF
MONEY MARKET FUNDS AVERAGE DAILY NET ASSETS
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Government Obligations - Class A 0.7500%
Government Obligations - Class D 0.6000%
Government Obligations - Class Y 0.4500%
Government Obligations - Class Z 0.2000%
Government Obligations - Institutional Investor Class 0.3000%
Prime Obligations - Class A 0.7800%
Prime Obligations - Class B 1.2300%
Prime Obligations - Class C 1.2300%
Prime Obligations - Class D 0.6300%
Prime Obligations - Class I 0.4000%
Prime Obligations - Class Y 0.4800%
Prime Obligations - Class Z 0.2000%
Prime Obligations - Institutional Investor Class 0.3000%
Tax Free Obligations - Class A 0.7500%
Tax Free Obligations - Class D 0.6000%
Tax Free Obligations - Class Y 0.4500%
Tax Free Obligations - Class Z 0.2000%
Tax Free Obligations - Institutional Investor Class 0.3000%
Treasury Obligations - Class A 0.7500%
Treasury Obligations - Class D 0.6000%
Treasury Obligations - Class Y 0.4500%
Treasury Obligations - Class Z 0.2000%
Treasury Obligations - Reserve Class 0.9400%
Treasury Obligations - Institutional Investor Class 0.3000%
US Treasury Money Market - Class A 0.7500%
US Treasury Money Market - Class D 0.6000%
US Treasury Money Market - Class Y 0.4500%
US Treasury Money Market - Class Z 0.2000%
US Treasury Money Market - Institutional Investor Class 0.3000%
