Exhibit 99(g)(4)
FIRST AMERICAN FUNDS, INC.
AMENDMENT AND RESTATEMENT OF COMPENSATION AGREEMENT AND
AMENDMENT TO CUSTODIAN AGREEMENT DATED AS OF JULY 1, 2005
WHEREAS, First American Funds, Inc., a Minnesota corporation (hereinafter
called the "Fund"), and First Trust National Association, a national banking
association organized and existing under the laws of the United States of
America, previously entered into a Custodian Agreement dated September 20, 1993
(the "Custodian Agreement"); and
WHEREAS, First Trust National Association, with the consent of the Fund,
assigned its rights and obligations under the Custodian Agreement to U.S. Bank
National Association, a national banking association organized and existing
under the laws of the United States of America (the "Custodian") by an
Assignment and Assumption Agreement dated as of May 1, 1998; and
WHEREAS, Article 12 of the Custodian Agreement provides that the Custodian
shall be paid compensation at such rates and at such times as may from time to
time be agreed on in writing by the parties thereto;
WHEREAS, the Fund and the Custodian previously entered into a Compensation
Agreement which was restated and superseded by subsequent Compensation
Agreements, the most recent of which is dated October 25, 2004;
WHEREAS, the Fund and the Custodian wish to restate and supersede the
Compensation Agreement dated October 25, 2004 in order to adjust the custodial
fees;
WHEREAS, the Custodian invests cash balances held in the Custodian Account
daily in certain temporary investment vehicles pursuant to procedures adopted by
the Custodian and approved by the Fund ("Sweep Procedures");
WHEREAS, Article 9 of the Custodian Agreement, as amended effective
December 4, 2002, contemplates the Custodian making advances for overdrafts and
the Fund repaying such overdrafts plus accrued interest; and
WHEREAS, the Fund and the Custodian wish to amend the Custodian Agreement
in order to clarify the Fund's payment obligations with respect to overdrafts
and the Custodian's payment obligations with respect to cash balances in the
Custodian Account that the Custodian fails to invest as required by the Sweep
Procedures.
NOW, THEREFORE, the Fund and the Custodian agree as follows:
1. Each series of the Fund, as now in existence or hereafter created from
time to time, shall pay to the Custodian pursuant to the Custodian
Agreement a monthly fee at an annual rate of 0.005% of the average daily
net assets of such series. The Fund shall reimburse the Custodian for all
other out-of-pocket expenses incurred by the Custodian in connection with
the performance of the Custodian's services under the Custodian Agreement.
Section 1 of this Compensation Agreement and Custodian Agreement Amendment
restates and supersedes all prior compensation agreements pursuant to
Article 12 of the Custodian Agreement.
2. Article 9 of the Custodian Agreement is hereby replaced in its entirety
by the following:
The Fund shall pay or reimburse the Custodian for any transfer taxes
payable upon transfers of Securities made hereunder, including transfers
incident to the termination of this Agreement, and for all other necessary
and proper disbursements, advances and expenses made or incurred by the
Custodian in the performance or incident to the termination of this
Agreement. In the event that any advance of funds is made by Custodian on
behalf of the Fund, including overdrafts, the Fund agrees to repay the
Custodian the amount of the advance plus accrued interest at the prime rate
(as published in the Wall Street Journal) minus 100 basis points.
If the Custodian fails to invest cash balances held in the Custodian
Account as required by procedures adopted by the Custodian and approved by
the Fund's administrator, the Custodian shall be liable to the Fund for
interest to be calculated at the Fed Funds Effective Rate (as published
daily by the Federal Reserve) net of the applicable reserve requirement.
The Custodian shall execute such certificates in connection with Securities
delivered to it under this Agreement as may be required, under the
provision of any federal revenue act and any Regulations of the Treasury
Department issued thereunder or any state laws, to exempt from taxation any
transfers and/or deliveries of any such Securities as may qualify for such
exemption.
3. Article 12 of the Custodian Agreement is hereby replaced in its entirety
by the following:
The Custodian shall be paid compensation at such rates and at such times as
may from time to time be agreed on in writing by the parties hereto.
IN WITNESS WHEREOF, the Fund and the Custodian have caused this instrument
to be executed in duplicate as of the date first above written by their duly
authorized officers.
FIRST AMERICAN FUNDS, INC.
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Its: Vice President - Administration
U.S. BANK NATIONAL ASSOCIATION
/s/ Xxx X. Xxxxxxx
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By: Xxx X. Xxxxxxx
Its: Senior Vice President
