EXHIBIT (h)(4)
SECOND AMENDMENT TO CO-ADMINISTRATION AGREEMENT
EFFECTIVE AS OF JULY 24, 2002
First American Strategy Funds, Inc., a Minnesota corporation (the
"Fund"), is party to a Co-Administration Agreement dated October 1, 2001,
amended as of June 5, 2002, with and among U.S. Bancorp Asset Management, Inc.,
a Delaware corporation, and U.S. Bancorp Fund Services, LLC, a Wisconsin limited
liability company ("USBFS" and, together with USBAM, the "Administrator").
WHEREAS, the parties originally entered into a Co-Administration
Agreement (the "Agreement") on October 1, 2001, for the Administrator to provide
administrative and other services to the Fund and its separate portfolios
("funds");
WHEREAS, the parties agreed to an amendment of the Agreement as of
June 5, 2002; and
WHEREAS, the parties have, as of the Effective Date first set forth
above, agreed to this Amendment as a result of recent regulatory changes
codified under the Understanding and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("USA
PATRIOT Act").
NOW THEREFORE, the parties agree as follows:
1. The following sentence shall be added to the last paragraph under
Paragraph (B) of Article 2: "Although USBAM and USBFS are both
authorized to provide transfer agency and dividend disbursing services
for the Fund, USBFS is the named transfer agent for all reporting and
record keeping purposes under applicable law."
2. Paragraph (D) is added to Article 2 of the Agreement:
(D) Anti-Money Laundering. USBFS, as named transfer agent for the Fund,
has adopted anti-money laundering policies and procedures in compliance with the
USA PATRIOT Act, and has developed education programs so that employees
understand anti-money laundering guidelines and applicable policies and
regulations, and are trained to identify signs of money laundering.
USBFS will annually provide to the Board of Directors a copy
of its Anti-Money Laundering Policy and Procedures. USBFS has
reasonably designed its anti-money laundering program to detect
activities that are indicative of money laundering including, but not
limited to, monitoring for
o investments in funds made by checks drawn on the account of people
unrelated to the owner of the fund owner,
o frequent wire transfers to or from cash reserve accounts from one bank,
o frequent purchases of fund shares followed by large redemptions,
o payments that indicate structuring occurring at another financial
institution, such as large amounts of sequentially numbered money orders or
travelers checks or cashiers checks in amounts under the $10,000 currency
reporting threshold,
o redemption proceeds wired to unrelated third parties or bank accounts in
foreign countries, or
o transfers to accounts in drug-producing or other high risk countries.
These transactions and any other suspicious transactions will be
processed in accordance with applicable law, including filing of Form
8300s, filing of Suspicious Activity Reports, and filing of any other
forms required by applicable regulations.
(1) Quarterly Reports. USBFS will report to the Fund Board of
Directors, at least quarterly, any forms filed and any compliance
exceptions to its Anti-Money Laundering Policy, including
resolution of such exceptions.. USBFS will also regularly
crosscheck Fund shareholder lists against databases of suspected
terrorists (Office of Foreign Asset Control or "OFAC hits"), and
include a summary of OFAC hits in its quarterly report to the
Board of Directors.
(2) Inspection. USBFS agrees that federal, state and other
self-regulatory organization examiners shall have access to
information and records relating to any anti-money laundering
activities performed by USBFS for the Fund, and USBFS consents to
any inspection authorized by law or regulation in connection
thereof.
(3) Annual Audit. USBFS agrees that it will submit to an annual
independent audit of its anti-money laundering program and
respond to the Fund's Board of Directors with respect to each
recommendation made pursuant to such audit.
IN WITNESS WHEREOF, the parties have signed this Amendment, to be
effective as of the Effective Date set forth above. All signed copies of this
Amendment shall be deemed to be originals.
FIRST AMERICAN STRATEGY FUNDS, INC. U.S. BANCORP ASSET MANAGEMENT,
INC.
By /s/ XXXXXXX X. XXXXXX By XXXXXX X. XXXXXX
-------------------------------- --------------------------------------
NAME: NAME:
TITLE: VP TITLE: COO
U.S. BANCORP FUND SERVICES, LLC
By /s/ XXXXXXX X. MCXXX
--------------------------------
NAME: XXXXXXX X. MCXXX
TITLE: SENIOR VICE PRESIDENT
