EXHIBIT (h)(3)
SHAREHOLDER SERVICE PLAN AND AGREEMENT
[CLASS A, D, I, S, Y, AND TREASURY RESERVE FUND SHARES]
FIRST AMERICAN FUNDS, INC.
[as adopted June 4, 2003, effective August 1, 2003]
First American Funds, Inc., a Minnesota corporation (the "Fund"), is an
open-end investment company registered under the Investment Company Act of 1940,
as amended, and currently consisting of a number of separately managed
portfolios (the "Portfolios"). The Fund desires to retain U.S. Bancorp Asset
Management, Inc. ("USBAM"), a Delaware corporation, to itself provide or to
compensate service providers who themselves provide, the services described
herein to clients (the "Clients") who from time to time beneficially own shares
of Treasury Reserve Fund or Class A, Class D, Class I, S or Class Y shares of
the other Portfolios (collectively, "Shares"). USBAM is willing to itself
provide or to compensate service providers for providing such shareholder
services in accordance with the terms and conditions of this Agreement.
This Shareholder Service Plan and Agreement does not provide for
distribution-related services and is not being adopted under Rule 12b-1 under
the Investment Company Act of 1940. As of its effective date, it replaces the
shareholder servicing plan and agreement between the Fund and Quasar
Distributors with respect to the Class S Shares.
SECTION 1. USBAM will provide, or will enter into written agreements
with service providers pursuant to which the service providers will provide, one
or more of the following shareholder services to Clients who may from time to
time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by USBAM or any service provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to
Clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
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(x) processing dividend payments from the Fund on behalf of
Clients; and
(xi) providing such other similar services as the Fund may
reasonably request to the extent that USBAM and/or the service
provider is permitted to do so under applicable laws or
regulations.
SECTION 2. USBAM will provide all office space and equipment, telephone
facilities and personnel (which may be part of the space, equipment and
facilities currently used in USBAM's business, or any personnel employed by
USBAM) as may be reasonably necessary or beneficial in order to fulfill its
responsibilities under this Agreement.
SECTION 3. Neither USBAM nor any of its officers, employees or agents
is authorized to make any representations concerning the Fund or the Shares
except those contained in the Fund's then-current prospectus or statement of
additional information for the Shares, copies of which will be supplied to
USBAM, or in such supplemental literature or advertising as may be authorized in
writing.
SECTION 4. For purposes of this Agreement, USBAM and each service
provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, USBAM agrees to and does release,
indemnify and hold the Fund harmless from and against any and all direct or
indirect liabilities or losses resulting from requests, directions, actions or
inactions of or by USBAM or its officers, employees or agents regarding USBAM's
responsibilities under this Agreement, the provision of the aforementioned
services to Clients by USBAM or any service provider, or the purchase,
redemption, transfer or registration of Shares (or orders relating to the same)
by or on behalf of Clients. USBAM and its officers and employees will, upon
request, be available during normal business hours to consult with
representatives of the Fund or its designees concerning the performance of
USBAM's responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities to be
provided by USBAM or any service provider, each Portfolio that has issued Shares
will pay to USBAM a fee at the annual percentage rates set forth below of the
average net asset value of the applicable Shares, which fee will be computed
daily and paid monthly:
Class A Shares, Class D Shares, Class S Shares, Class Y
Shares, and Treasury Reserve Fund Shares: .25% (twenty-five
basis points)
Class I Shares: .20% (twenty basis points)
USBAM will pay any such service providers with which it enters into written
agreements as contemplated by Section 1 out of the amounts so received by it.
The Fund may, in its discretion and without notice, suspend or withdraw the sale
of Shares of any Portfolio, including the sale of Shares to any service provider
for the account of any Client or Clients. USBAM may waive all or any portion of
its fee from time to time.
SECTION 6. The Fund may enter into other similar servicing agreements
with any other person or persons without USBAM's consent.
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SECTION 7. By its written acceptance of this Agreement, USBAM
represents, warrants, and agrees that the services provided by USBAM under this
Agreement will in no event be primarily intended to result in the sale of
Shares.
SECTION 8. This Agreement will become effective on the effective date
specified in its caption and shall continue until terminated by either party.
This Agreement is terminable with respect to the Shares of any Portfolio,
without penalty, at any time by the Fund or by USBAM upon written notice to the
Fund.
SECTION 9. All notices and other communications to either the Fund or
to USBAM will be duly given if mailed, telegraphed, telefaxed, or transmitted by
similar communications device to the appropriate address stated herein, or to
such other address as either party shall so provide to the other.
SECTION 10. This Agreement will be construed in accordance with the
laws of the State of Minnesota and may not be "assigned" by either party as that
term is defined in the Investment Company Act of 1940.
By their signatures, the Fund and USBAM agree to the terms of this
Agreement effective as of the date set forth in its caption.
FIRST AMERICAN FUNDS, INC.
By:
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U.S. BANCORP ASSET MANAGEMENT, INC.
By:
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