EXHIBIT 8(c)
FIRST AMERICAN FUNDS, INC.
COMPENSATION AGREEMENT DATED AS OF OCTOBER 8, 1997
PURSUANT TO CUSTODIAN AGREEMENT
WHEREAS, First American Funds, Inc., a Minnesota corporation
(hereinafter called the "Fund"), and First Trust National Association, a
national banking association organized and existing under the laws of the United
States of America with its principal place of business at Minneapolis, Minnesota
(hereinafter called the "Custodian"), previously entered into that Custodian
Agreement dated September 20, 1993 (the "Custodian Agreement"); and
WHEREAS, Article 12 of the Custodian Agreement provides that the
Custodian shall be paid compensation at such rates and at such times as may from
time to time be agreed on in writing by the parties thereto; and
WHEREAS, the Fund and the Custodian wish to make provision for the
compensation to be paid by the Fund to the Custodian with respect to the
respective series of the Fund.
NOW, THEREFORE, the Fund and the Custodian agree as follows:
1. The compensation payable to the Custodian pursuant to the Custodian
Agreement with respect to Prime Obligations Fund, Treasury Obligations Fund,
Government Obligations Fund, and Tax Free Obligations Fund shall be payable
monthly at the annual rate, as a percentage of the respective series' average
daily net assets, of 0.03%.
2. This Compensation Agreement restates and supersedes all prior
compensation agreements pursuant to Article 12 of the Custodian Agreement.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this
instrument to be executed in duplicate as of the date first above written by
their duly authorized officers.
FIRST AMERICAN FUNDS, INC.
By /s/ Xxxxxxx Xxxxxxx
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Its Vice President
FIRST TRUST NATIONAL
ASSOCIATION
By /s/ Xxxx Xxxxxx
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Its Vice President
