Exhibit (d)(6)
EXPENSE LIMITATION AGREEMENT
INSTITUTIONAL INVESTOR SHARES
THIS AGREEMENT is effective as of the ___ day of February, 2006,
between U.S. Bancorp Asset Management, 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 entered into an Expense Limitation Agreement,
effective July 1, 2005, contractually limiting fees and reimbursing expenses for
the Funds within FAF through October 31, 2006; and
WHEREAS, the Board of Directors of FAF has approved the offering of an
additional class of shares for each Fund, such class of shares to be designated
Institutional Investor shares; and
WHEREAS, the Advisor wished to contractually limit fees and reimburse
expenses for Institutional Investor shares through October 31, 2006; and
WHEREAS, it is in the interests of both the Advisor and the holders of
the Institutional Investor shares of the Funds to limit Institutional Investor
share 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 Institutional
Investor shares of each Fund to 0.30% of the respective Fund's average daily net
assets attributable to Institutional Investor shares. The Advisor agrees to
continue the foregoing expense limit through October 31, 2006. Thereafter, such
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.
U.S. BANCORP ASSET MANAGEMENT, INC. FIRST AMERICAN FUNDS, INC.
By: By:
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Name: Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Executive Officer Title: Treasurer
