EXHIBIT (H)(2)
ADMINISTRATION FEE WAIVER AGREEMENT
THIS AGREEMENT is effective as of the 31st day of October, 2008, between
FAF Advisors, Inc., a Delaware corporation (the "Administrator"), and First
American Funds, Inc., a Minnesota corporation ("FAF").
WHEREAS, the Administrator provides administrative and other services to
all portfolios of FAF (each a "Portfolio" and, collectively, the "Portfolios")
pursuant to an Administration Agreement dated July 1, 2006 between the
Administrator and FAF (the "Agreement"); and
WHEREAS, each Portfolio pays administration fees to the Administrator for
providing such administrative and other services, as set forth in the Agreement;
and
WHEREAS, the Administrator wishes to contractually waive the administration
fees paid by certain share classes of the Portfolios as set forth in Exhibit A
hereto through October 31, 2009; and
WHEREAS, it is in the interests of both the Administrator and the
shareholders of the Portfolios for the Administrator to waive administration
fees as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree
that the Administrator will waive a portion of its administration fees to the
extent set forth in Exhibit A (which waivers are set forth on a class-by-class
basis). The Administrator agrees that it may not be reimbursed by FAF for the
fees waived by the Administrator under the terms of this agreement. The
Administrator agrees to continue the foregoing fee waivers through October 31,
2009. Thereafter, any administration fee waiver arrangement 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.
FAF ADVISORS, INC. FIRST AMERICAN FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxx III By: /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxx III Name: Xxxxxxx X. Xxxxxxxxx, Xx.
Title: Chief Financial Officer Title: Treasurer
EXHIBIT A
ANNUAL ADMINISTRATION FEE WAIVER AS A
PERCENTAGE OF AVERAGE DAILY NET ASSETS
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Prime Obligations Fund - Class Z 0.03%
