Exhibit (h)(4)
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, 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 FUNDS, INC. U.S. BANCORP ASSET MANAGEMENT, INC.
BY /S/ XXXXXXX X. XXXXXX BY /S/ XXXXXX X. XXXXXX
------------------------------- ---------------------------------
NAME: NAME:
TITLE: VP TITLE: COO
U.S. BANCORP FUND SERVICES, LLC
BY /S/ XXXXXXX X. XXXXX
-------------------------------
NAME: XXXXXXX X. XXXXX
TITLE: SENIOR VICE PRESIDENT
