Exhibit (h)(1)
CO-ADMINISTRATION AGREEMENT
THIS AGREEMENT, made as of the 1st day of October, 2001, by and among
First American Funds, Inc., a Minnesota corporation (the "Fund"), U.S. Bancorp
Xxxxx Xxxxxxx Asset Management, Inc., a Delaware corporation ("PJAM"), and
Firstar Mutual Fund Services, LLC, a Wisconsin limited liability company ("MFS"
and, together with PJAM, the "Administrator").
WHEREAS, the Fund is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), consisting of several series of shares of Common Stock; and
WHEREAS, the Fund desires the Administrator to provide, and the
Administrator is willing to provide, administrative and other services as set
forth herein to such portfolios of the Fund as the Fund and the Administrator
may agree ("Portfolios") and as listed on Schedule A attached hereto and made a
part of this Agreement, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Fund and the Administrator hereby agree as follows:
ARTICLE 1. Retention of the Administrator. The Fund hereby retains the
Administrator to act as the administrator of the Portfolios and to furnish the
Portfolios with the administrative and other services set forth in Article 2
below. The Administrator hereby accepts such employment to perform the duties
set forth below.
The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Fund in any way and shall
not be deemed an agent of the Fund.
ARTICLE 2. Administrative Services. For the compensation set forth in
Schedule A hereto, the Administrator shall perform, or supervise the performance
by others of, administrative and other services as set forth herein in
connection with the operations of the Portfolios. The Administrator is
authorized to appoint and compensate from its resources one or more other
entities to perform such services on a subcontracted basis in connection with
the operations of the Portfolios. If the Administrator appoints one or more
other entities to perform services called for by this Agreement on a
subcontracted basis as aforesaid, the Administrator nevertheless shall remain
liable to the Fund and the Portfolios for the acts and omissions of such other
entities as if the Administrator itself performed such services. The
Administrator shall promptly notify the Fund of any persons appointed on a
subcontracted basis pursuant to this provision.
In addition, on behalf of the Fund, the Administrator will conduct
relations with custodians, depositories, accountants, the Fund's legal counsel,
underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and
persons in any other capacity deemed to be
necessary or desirable for the Portfolios' operations and, at the request of the
Fund's Board of Directors, will investigate and assist in the selection of such
service providers.
(A) Administrative and Accounting Services. The Administrator
shall provide the Fund with regulatory reporting, fund accounting and
related portfolio accounting services, all necessary office space,
equipment, personnel, compensation and facilities (including facilities
for Shareholders' and Directors' meetings) for handling the affairs of
the Portfolios and such other services as the Administrator shall, from
time to time, determine to be necessary to perform its obligations
under this Agreement. In addition, at the request of the Fund's Board
of Directors, the Administrator shall make reports to the Fund's
Directors concerning the performance of its obligations hereunder
including such activities as are set forth on Exhibit A hereto, as
amended by agreement of the parties from time to time. Without limiting
the generality of the foregoing, the Administrator, under the
supervision of the Fund's Board of Directors, shall:
o calculate Fund expenses and control all disbursements
for the Fund, and as appropriate, compute the Fund's
yields, total return, expense ratios, portfolio
turnover rate and, if required, portfolio average
dollar-weighted maturity;
o assist outside Fund counsel with preparation of
prospectuses, statements of additional information,
registration statements and proxy materials;
o prepare such reports, applications and documents
(including reports regarding the sale and redemption
of shares as may be required in order to comply with
Federal and state securities law) as may be necessary
or desirable to register the Fund's shares with state
securities authorities, monitor sale of Fund shares
for compliance with state securities laws, and file
with the appropriate securities authorities the
registration statements and reports for the Fund and
the Fund's shares and all amendments thereto, as may
be necessary or convenient to register and keep
effective the Fund and the Fund's shares with state
securities authorities to enable the Fund to make a
continuous offering of its shares;
o prepare communications to shareholders, including the
annual and semi-annual reports to shareholders,
coordinate mailing prospectuses, notices, proxy
statements, proxies and other reports to Fund
shareholders, and supervise and facilitate the
solicitation of proxies solicited by the Fund for all
shareholder meetings, including the tabulation
process for shareholder meetings;
o prepare, negotiate, and administer contracts on
behalf of the Fund with, among others, the Fund's
distributor, subject to any approvals or reapprovals
by the Fund's Board of Directors required by
applicable law or Board procedures;
o maintain the Fund's general ledger and prepare the
Fund's financial statements, including expense
accruals and payments, determine the net asset value
of the Fund's assets and of the Fund's shares, and
provide for the payment of dividends and other
distributions to shareholders;
o calculate performance data of the Fund and the
Portfolios for dissemination to information services
covering the investment company industry;
o coordinate and supervise the preparation and filing
of the Fund's tax returns;
o examine and review the operations and performance of
the various organizations providing services to the
Fund or any Portfolio directly or on a subcontracted
basis as provided for herein and, at the request of
the Fund's Board of Directors, report to the Board on
the performance of such organizations;
o provide for and coordinate the layout and printing of
publicly disseminated prospectuses and the Fund's
semi-annual and annual reports to shareholders;
o provide internal legal and administrative services as
requested by the Fund from time to time;
o provide for and coordinate the design, development,
and operation of the Fund, including new portfolio
and class investment objectives, policies and
structure;
o provide individuals reasonably acceptable to the
Fund's Board of Directors for nomination,
appointment, or election as officers of the Fund, who
will be responsible for the management of certain of
the Fund's affairs as determined by the Fund's Board
of Directors;
o advise the Fund and its Board of Directors on matters
concerning the Fund and its affairs;
o obtain and keep in effect fidelity bonds and
directors and officers/errors and omissions insurance
policies for the Fund in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by
the Fund's Board of Directors;
o monitor and advise the Fund and the Portfolios on
their registered investment company status under the
Internal Revenue Code of 1986, as amended;
o perform all administrative services and functions
required for the operation of the Fund and each
Portfolio to the extent such administrative services
and functions are not provided to the Fund or such
Portfolio pursuant to the
Fund's or such Portfolio's investment advisory
agreement, distribution agreement and custodian
agreement;
o furnish advice and recommendations with respect to
other aspects of the business and affairs of the
Portfolios as the Fund and the Administrator shall
determine desirable;
o prepare and file with the Securities and Exchange
Commission the semi-annual reports for the Fund on
Form N-SAR and all required notices pursuant to Rule
24f-2; and
o organize and coordinate meetings of the Fund's Board
of Directors and the committees thereof.
The Administrator will also perform such other services for the Fund as
agreed from time to time at the request of the Fund's Board of
Directors, including, but not limited to, performing internal audit
examinations; mailing annual reports of the Portfolios; preparing a
list of shareholders; and mailing notices of shareholders' meetings,
proxies and proxy statements, for all of which the Fund will pay the
Administrator's out-of-pocket expenses.
(B) Transfer Agency and Dividend Disbursing Services. Subject
to the supervision of, and in accordance with procedures established
by, the Fund's Board of Directors, MFS agrees to perform the usual and
ordinary services of transfer agent and dividend disbursing agent
including, without limitation, the following:
o receiving for acceptance orders for the purchase of
Fund shares, and promptly delivering payment and
appropriate documentation therefor to the Fund's
custodian;
o pursuant to purchase orders, issuing the appropriate
number of Fund shares and holding such shares in the
appropriate shareholder account;
o effecting transfers of Fund shares by the registered
owners thereof upon receipt of appropriate
instructions;
o calculating any sales charges payable by a
shareholder on purchases and/or redemptions of Fund
shares as such charges are reflected in the Fund's
prospectus;
o maintaining all shareholder accounts;
o preparing shareholder meeting lists;
o mailing shareholder reports and prospectuses;
o tracking shareholder accounts for Blue Sky and Rule
12b-1 purposes;
o withholding taxes on non-resident alien and foreign
corporation accounts;
o preparing and mailing checks for disbursement of
income dividends and capital gains distributions;
o preparing and filing U.S. Treasury Department Form
1099 for all shareholders;
o preparing and mailing confirmation forms to
shareholders and dealers with respect to all
purchases, exchanges and liquidations of Fund shares
and other transactions in shareholder accounts for
which confirmations are required;
o recording reinvestments of dividends and
distributions in Fund shares;
o recording redemptions and Fund shares;
o preparing and mailing checks for payments upon
redemption and for disbursements to withdrawal plan
holders; and
o recording the issuance of shares of the Fund and
maintaining pursuant to Rule 17Ad-10(e) under the
Securities Exchange Act of 1934, as amended, a record
of the total number of shares of the Fund which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. MFS shall also
provide and shall notify the Fund in case any
proposed issue of shares by the Fund would result in
an over issue. In case any issue of Fund shares would
result in an over issue, MFS shall refuse to issue
such shares and shall not countersign and issue any
certificates requested for such shares.
In addition to and not in lieu of the services set forth above, unless
otherwise provided by the Administrator pursuant to the terms of this
Agreement, MFS shall perform all of the customary services of a
transfer agent, dividend disbursing agent and, as relevant, shareholder
servicing agent, including, but not limited to, mailing proxies,
receiving and tabulating proxies, preparing and filing appropriate
forms required with respect to dividends and distributions by federal
tax authorities for all Fund shareholders, preparing and mailing
activity statements for shareholders and providing shareholder account
information. MFS may also provide such additional services and
functions not specifically described herein as may be mutual agreed to
between MFS and the Fund.
MFS has and will maintain all registrations required under applicable
law in order for it to perform such transfer agency services and
maintains and will maintain such records as are required under
applicable law in connection with the provision of such services.
(C) Shareholder Services. The Administrator may provide the
Fund with other services to shareholders not otherwise the subject of
this Article 2. These
shareholder services may include personal services provided to
shareholders, such as answering shareholder inquiries regarding a
Portfolio and providing reports and other information and services
related to the maintenance of shareholder accounts. The Fund hereby
also authorizes the Administrator to contract with qualifying
broker-dealers, financial institutions and other such entities for the
provision of such services to Fund shareholders. Any such arrangements
shall be outside any shareholder servicing plans or agreements entered
into by the Fund, and the Administrator shall pay the amounts due to
such qualifying broker-dealers, financial institutions and other
entities under any such arrangements from the Administrator's own
resources.
ARTICLE 3. Allocation of Charges and Expenses.
(A) The Administrator. The Administrator shall furnish at its own
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Fund as well as all Directors of the
Fund who are officers or employees of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Fund retained by the Directors of the Fund
to perform services on behalf of the Fund.
(B) The Fund. The Fund assumes and shall pay or cause to be paid all
other expenses of the Fund not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for outside Fund counsel
(including, if applicable, counsel to the Fund's independent directors) and
independent auditing services, the expenses of preparing (including
typesetting), printing and mailing reports, prospectuses, statements of
additional information, proxy solicitation material and notices to existing
shareholders, all expenses incurred in connection with issuing and redeeming
shares, the costs of custodial services, the cost of initial and ongoing
registration of the shares under Federal and state securities laws, fees and
out-of-pocket expenses of Directors who are not affiliated officers or employees
of the Administrator or any affiliated corporation of the Administrator,
insurance, interest, brokerage costs, dues and other expenses incident to the
Fund's membership in the Investment Company Institute and other like
associations, shareholder meetings, corporate reports and reports and notices to
shareholders, litigation and other extraordinary or nonrecurring expenses, all
fees and charges of investment advisers to the Fund, Rule 12b-1 fees and
reasonable reimbursement for out-of-pocket expenses including, without
limitation, postage and telephone communications expense. The Administrator
shall provide such information to the Board at such times as the Board may
reasonably request to enable the Board to monitor such Fund expenses.
ARTICLE 4. Compensation of the Administrator.
(A) Administration Fee. For the services to be rendered, the facilities
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Fund (for and on behalf of each Portfolio or class of shares
thereof, as applicable) shall pay to the Administrator compensation as specified
in Schedule A. Such compensation shall be calculated and accrued daily, and paid
to the Administrator monthly.
If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.
(B) Compensation from Transactions. The Fund hereby authorizes any
entity or person associated with the Administrator which is a member of a
national securities exchange to effect any transaction on the exchange for the
account of the Fund which is permitted by Section 11(a) of the Securities
Exchange Act of 1934, as amended, and Rule 11a2-2(T) thereunder, and the Fund
hereby consents to the retention of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
(C) Survival of Compensation Rates. All rights of compensation under
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.
ARTICLE 5. Limitation of Liability of the Administrator. The duties of
the Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder. The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or for any act or
omission in carrying out its duties hereunder, except a loss resulting from
willful misfeasance, bad faith or negligence in the performance of its duties,
or by reason of reckless disregard of its obligations and duties hereunder,
except as may otherwise be provided under provisions of applicable law which
cannot be waived or modified hereby. (As used in this Article 5, the term
"Administrator" shall include directors, officers, employees and other corporate
agents of the Administrator as well as that corporation itself.)
So long as the Administrator acts in good faith and with due diligence
and without negligence, the Fund assumes full responsibility and shall indemnify
the Administrator and hold it harmless from and against any and all actions,
suits and claims, whether groundless or otherwise, and from and against any and
all losses, damages, costs, charges, reasonable counsel fees and disbursements,
payments, expenses and liabilities (including reasonable investigation expenses)
arising directly or indirectly out of said administration, transfer agency, and
dividend disbursing relationships to the Fund or any other service rendered to
the Fund hereunder. The indemnity and defense provisions set forth herein shall
indefinitely survive the termination of this Agreement.
The Administrator shall indemnify and hold harmless the Fund and each
Portfolio from and against any and all losses, damages, costs, charges,
reasonable counsel fees and disbursements, payments, expenses and liabilities
arising out of or attributable to any action or failure or omission to act by
the Administrator as a result of the Administrator's willful misfeasance, bad
faith or negligence.
In order that the indemnification provision contained herein shall
apply, however, it is understood that if in any case the Fund may be asked to
indemnify or hold the Administrator harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Administrator will use all reasonable care
to identify and notify the Fund promptly concerning any situation which presents
or appears likely to present the probability of such a claim for indemnification
against the Fund, but failure to do so in good faith shall not affect the rights
hereunder.
The Fund shall be entitled to participate at its own expense or, if it
so elects, to assume the defense of any suit brought to enforce any claims
subject to this indemnity provision. If the Fund elects to assume the defense of
any such claim, the defense shall be conducted by counsel chosen by the Fund and
reasonably satisfactory to the Administrator, whose approval shall not be
unreasonably withheld. In the event that the Fund elects to assume the defense
of any suit and retain counsel, the Administrator shall bear the fees and
expenses of any additional counsel retained by it. If the Fund does not elect to
assume the defense of a suit, it will reimburse, subject and pursuant to the
provisions of this Article 5, the Administrator for the reasonable fees and
expenses of any counsel retained by the Administrator.
The Administrator may apply to the Fund at any time for instructions
and may consult outside counsel for the Fund or its own counsel and with
accountants and other experts with respect to any matter arising in connection
with the Administrator's duties, and the Administrator shall not be liable or
accountable for any action taken or omitted by it in good faith in accordance
with such instruction or with the opinion of such counsel, accountants or other
experts.
Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons, other than documents signed or presented by
officers, directors, employees and other corporate agents of the Administrator.
ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Fund are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests.
ARTICLE 7. Duration of this Agreement. The Term of this Agreement shall
be as specified in Schedule A.
This Agreement shall not be assignable by either party without the
written consent of the other party.
ARTICLE 8. Amendments. This Agreement may be amended by the parties
hereto only if such amendment is specifically approved (i) by the vote of a
majority of the Directors of the Fund, and (ii) by the vote of a majority of the
Directors of the Fund who are not parties to this Agreement or interested
persons of any such party, cast in person at a Board of Directors meeting called
for the purpose of voting on such approval.
ARTICLE 9. Certain Records. The Administrator shall maintain customary
records in connection with its duties as specified in this Agreement. Any
records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Fund shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Fund and will be made available
to or surrendered promptly to the Fund on request.
In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Fund and follow the Fund's
instructions as to permitting or refusing such inspection; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Fund has
agreed to indemnify the Administrator against such liability.
ARTICLE 10. Definitions of Certain Terms. The terms "interested person"
and "affiliated person", when used in this Agreement, shall have the respective
meanings specified in the 1940 Act and the rules and regulations thereunder,
subject to such exemptions as may be granted by the Securities and Exchange
Commission.
ARTICLE 11. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party (a) in the case of notice to the Fund, to the Chair of the Board of
Directors of the Fund at the last address furnished by such person or, if the
Chair is an affiliated person or interested person of the Administrator, to the
Directors of the Fund who are not such affiliated persons or interested persons
at the last addresses furnished by such persons, and (b) in the case of notice
to the Administrator, to the last address furnished by the Administrator for
such purpose.
ARTICLE 12. 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.
ARTICLE 13. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.
FIRST AMERICAN FUNDS, INC.
By
-------------------------------
Name:
Title:
U.S. BANCORP XXXXX XXXXXXX ASSET
MANAGEMENT, INC.
By
-------------------------------
Name:
Title:
FIRSTAR MUTUAL FUND SERVICES, LLC
By
-------------------------------
Name:
Title:
SCHEDULE A TO THE
CO-ADMINISTRATION AGREEMENT
DATED AS OF OCTOBER 1, 2001 AS
AMENDED JUNE 5, 2002 FOR
FIRST AMERICAN FUNDS, INC.
PORTFOLIOS: This Agreement shall apply to each of the separately managed
portfolios of First American Funds, Inc., either now or
hereafter created (collectively, the "Portfolios").
FEES: ADMINISTRATION, SHAREHOLDER SERVICING AND INSTITUTIONAL
TRANSFER AGENCY FEES
Pursuant to Article 4, the Fund, for and on behalf of each
Portfolio (or class of shares within each Portfolio, as
applicable), shall pay the Administrator compensation for
services rendered to each Portfolio, calculated daily and paid
monthly at the annual rates set forth in the following table and
based on net assets of all open-end First American mutual funds
for which the Administrator provides services under this
Agreement or any similar agreement ("Complex-Wide Assets"):
-------------------------------------------------------
FEE
(ALL CLASSES
COMPLEX-WIDE ASSETS OTHER THAN FEE
(IN BILLIONS) CLASS S) (CLASS S)
-------------------------------------------------------
First $8 billion 15.0 bp 20.0 bp
-------------------------------------------------------
Next $17 billion 13.5 bp 18.5 bp
-------------------------------------------------------
Next $25 billion 12.0 bp 17.0 bp
-------------------------------------------------------
Assets over $50 billion 10.0 bp 15.0 bp
-------------------------------------------------------
Complex-Wide Assets at the end of each day are first
applied to the fee schedule above applicable to the
applicable share class within each Portfolio. Each
share class is then charged a fee (calculated and
accrued daily and paid monthly) equal to such gross
number (the number calculated under the first
sentence of this paragraph) times a fraction, the
numerator of which is the assets within such share
class and the denominator of which is the
Complex-Wide Assets.
The fees in this table (the "Fee Table") are comprised of the
following components, which shall be calculated for each
Portfolio (or class thereof) as follows:
Administration Fees. The Fee Table reflects administrative fees
calculated in accordance with the following schedule:
-------------------------------------------------------
ADMINISTRATION
COMPLEX-WIDE ASSETS FEE PER PORTFOLIO
(IN BILLIONS) (PER ANNUM)
-------------------------------------------------------
First $8 billion 5 bp
-------------------------------------------------------
Next $17 billion 4.25 bp
-------------------------------------------------------
Next $25 billion 3.5 bp
-------------------------------------------------------
Assets over $50 billion 2.5 bp
-------------------------------------------------------
Complex-Wide Assets at the end of each day are first
applied to the above fee schedule. Each Portfolio is
charged an administrative fee (calculated and accrued
daily and paid monthly) equal to such gross number
(the number calculated under
the first sentence of this paragraph) times a
fraction, the numerator of which is the assets within
such Portfolio and the denominator of which is the
Complex-Wide Assets.
Shareholder Servicing Fees. The Fee Table also reflects
shareholder servicing fees for each Class of shares within each
Portfolio calculated in accordance with the following schedule:
-------------------------------------------------------
CLASS A, CLASS D,
B, C & S I & Y
SHAREHOLDER SHAREHOLDER
COMPLEX-WIDE ASSETS SERVICING FEE SERVICING FEE
(IN BILLIONS) (PER ANNUM) (PER ANNUM)
-------------------------------------------------------
First $8 billion 10 bp 5 bp
-------------------------------------------------------
Next $17 billion 9.25 bp 4.25 bp
-------------------------------------------------------
Next $25 billion 8.5 bp 3.5 bp
-------------------------------------------------------
Assets over $50 billion 7.5 bp 2.5 bp
-------------------------------------------------------
Complex-Wide Assets at the end of each day are first
applied to the fee schedule above applicable to the
applicable share class within each Portfolio. Each
share class is then charged a shareholder servicing
fee (calculated and accrued daily and paid monthly)
equal to such gross number (the number calculated
under the first sentence of this paragraph) times a
fraction, the numerator of which is the assets within
such share class and the denominator of which is the
Complex-Wide Assets.
Institutional Transfer Agency Fees. The Fee Table also reflects
institutional transfer agency fees paid by Class D, I, S and Y
Shares of each Portfolio (as applicable) of 5 basis points per
annum (calculated and accrued daily and paid monthly) on the net
assets attributable to each such Class of shares. These fees
reimburse the administrator for the costs of the sub-transfer
agency systems relating to the trust and other fiduciary
accounts owning such Classes of shares.
TRANSFER AGENCY AND DIVIDEND DISBURSING CHARGES
In addition to the fees set forth in the Fee Table, the Fund (on
behalf of each share class of each Portfolio) shall pay the
Administrator the following fees for transfer agency and
dividend disbursing services:
Annual CUSIP Fee: $18,500 per CUSIP per year
Open Account Fees:
o Internal Accounts $9.00 per account per year
o Third Party/External Accounts $15.00 per account per year
o XXX Accounts $15.00 per account per year
o Certificate processing N/A
Closed Account Fees:
o Internal Accounts N/A
o Third Party/External Accounts $3.50 per account per year
The aggregate amount of such fees for transfer agency and
dividend disbursing services shall be allocated among all
Portfolios within the Fund (on behalf of each share class of
each Portfolio) on a pro rata basis based upon relative net
assets.
TERM: Pursuant to Article 7, the term of this Agreement, unless sooner
terminated as specified under the heading "Termination" below,
shall commence on October 1, 2001 and shall remain in effect
through June 30, 2002. On July 1, 2002 and on July 1 of each
year thereafter (each, an "Extension Date"), this Agreement
shall be automatically extended for successive one-year periods
if the Administrator has met or exceeded at least 90% of the
Service Standards on a cumulative basis during the prior year
ending on Extension Date and only so long as such continuance is
specifically approved at least annually in conformity with the
requirements of the 1940 Act. Calculation of compliance with the
Service Standards will be measured monthly, and reported to the
Board of Directors of the Fund quarterly, as a fraction, the
numerator of which is the number of Service Standard events that
were met in such month and the denominator of which is the
number of Service Standard events to be completed for such month
("Service Level Percentage"). The Administrator will calculate
the compliance percentage, and Ernst & Young will review such
calculation, on a quarterly basis. Any disagreements will be
reported to the Fund's Board of Directors for resolution, in the
Board's good faith judgment.
TERMINATION: The Administration Agreement will be terminable for the
Portfolios by delivery to the Administrator of written notice:
(i) for any reason on six months prior written notice to the
Administrator; (ii) in the event of the Administrator's
bankruptcy or insolvency; (iii) in the event of a conviction of
the Administrator for corporate criminal activity; (iv) if in
any consecutive six-month period, the average cumulative Service
Level Percentage is less than 50%; or (v) if the Administrator
has materially failed to perform its responsibilities as
administrator under this Agreement, and such material failure
has not been cured within 45 days after written notice is
received by the Administrator specifying the nature of the
failure. The Administration Agreement may terminated by the
Administrator for any reason on six months prior written notice
to the Fund.
Agreed to and accepted by the undersigned effective as of June 5, 2002.
FIRST AMERICAN FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC
By By
--------------------------------- ---------------------------------
Name: Name:
Title: Title:
U.S. BANCORP ASSET
MANAGEMENT, INC.
By
---------------------------------
Name:
Title:
AMENDMENT TO CO-ADMINISTRATION AGREEMENT
EFFECTIVE AS OF JUNE 5, 2002
First American Funds, Inc., a Minnesota corporation ("FAF"), is party to a
Co-Administration Agreement with and among U.S. Bancorp Asset Management,
Inc. (FKA U.S. Bancorp Xxxxx Xxxxxxx Asset Management, Inc.), a Delaware
corporation ("USBAM"), and U.S. Bancorp Fund Services, LLC (FKA Firstar
Mutual 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"), dated October 1, 2001, for the Administrator to provide
administrative and other services to FAF and its separate series; and
WHEREAS, the parties have, as of the Effective Date first set forth above,
agreed to this Amendment to the Agreement (the "Amendment").
THE AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
1. The Agreement is amended to reflect the following name changes of the
Administrator:
On December 10, 2001, U.S. Bancorp Xxxxx Xxxxxxx Asset Management,
Inc. changed its name to U.S. Bancorp Asset Management, Inc. On
January 1, 2002, Firstar Mutual Fund Services, LLC, changed its name
to U.S. Bancorp Fund Services, LLC.
2. Article 2(B) Transfer Agency and Dividend Disbursing Services, is amended
to replace references to "MFS" with the "Administrator" as each of USBFS
and USBAM may provide transfer agency and dividend disbursing services to
FAF and its separate series.
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 FUNDS, INC. U.S. BANCORP ASSET MANAGEMENT, INC.
BY BY
--------------------------------- ---------------------------------
NAME: NAME:
TITLE: TITLE:
U.S. BANCORP FUND SERVICES, LLC
BY
---------------------------------
NAME:
TITLE:
SECOND AMENDMENT TO CO-ADMINISTRATION AGREEMENT
EFFECTIVE AS OF JULY 24, 2002
First American 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, ("USBAM") 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 Compliance Program. 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,
1
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 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 will 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 to an annual independent audit
of its anti-money laundering program and also agrees to 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 FUNDS, INC. U.S. BANCORP ASSET MANAGEMENT, INC.
BY BY
--------------------------------- ---------------------------------
NAME: NAME:
TITLE: TITLE:
U.S. BANCORP FUND SERVICES, LLC
BY
---------------------------------
NAME:
TITLE:
