EX-99.e.3 UNDER CONTR
[EXHIBIT (e)(3)]
AMENDMENT NO. 1 TO THE DISTRIBUTION AGREEMENT
This Amendment dated this 16th day of October, 1998 hereby amends the
Distribution Agreement (the "Agreement") dated October 1, 1996 made by and
between First American Funds, Inc., a Minnesota corporation (the "Fund"), and
SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania
corporation.
WITNESSETH:
WHEREAS, the Fund operates as an open-end diversified management
investment company registered under the Investment Company act of 1940, as
amended (the "1940 Act"), and its shares are registered with the SEC under the
Securities Act of 1933, as amended ("1933 Act"); and
WHEREAS, under the terms of the Agreement, the Distributor acts as
distributor and shareholder servicing agent for the Fund; and
WHEREAS, the Fund and the Distributor hereby amend the Agreement as set
forth below.
NOW, THEREFORE, in consideration of the premises and the covenants and
hereinafter contained, the Fund and the Administrator hereby agree as follows:
1. Year 2000 Compliance. The Agreement is hereby amended by the
addition of Article 12 as set forth below:
ARTICLE 12. Year 2000 Compliant. The Distributor warrants that all
software code owned or under control by it, used in the performance of its
obligations hereunder will be Year 200 Compliant. For purposes of this
paragraph, "Year 2000 Compliant" means that the software will continue to
operate beyond December 31, 1999 without creating any logical or mathematical
inconsistencies concerning any date after December 31, 1999 and without
decreasing the functionality of the system applicable to dates prior to January
1, 2000 including, but not limited to, making changes to (a) date and data
century recognition; (b) calculations which accommodate same and multi-century
formulas and date values; and (c) input/output of date values which reflect
century dates. All changes described in this paragraph will be made at no
additional cost to the Fund.
2. Effect of Amendment. Except as expressly set forth herein, the
Agreement shall remain in full force and effect and shall not be modified,
amended or altered in any way.
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3. Governing Law. This Agreement shall be construed in accordance with
the laws of the State of Minnesota and the applicable provisions of the 1940
Act. To the extent that the applicable laws of the State of Minnesota or any of
the provisions herein, conflict with the applicable provisions of the 1940 Act,
the latter shall control.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers duly authorized on the day and year first
written above.
FIRST AMERICAN FUNDS, INC SEI INVESTMENT
DISTRIBUTION CO.
BY: BY:
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ITS: ITS:
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