EXHIBIT (e)(4)
SHAREHOLDER SERVICE PLAN AND AGREEMENT
[CLASS S SHARES]
FIRST AMERICAN FUNDS, INC.
First American Funds, Inc., a Minnesota corporation (the "Fund"), is an
open-end investment company registered under the Investment Company Act of 1940,
as amended, and currently consisting of a number of separately managed
portfolios (the "Portfolios"). The Fund desires to retain Quasar Distributors,
LLC (the "Distributor"), a Delaware limited liability company, to itself provide
or to compensate service providers who themselves provide, the services
described herein to clients (the "Clients") who from time to time beneficially
own shares ("Shares") of any Portfolio of the Fund. The Distributor is willing
to itself provide or to compensate service providers for providing such
shareholder services in accordance with the terms and conditions of this
Agreement.
SECTION 1. The Distributor will provide, or will enter into written
agreements in the form attached hereto with service providers pursuant to which
the service providers will provide, one or more of the following shareholder
services to Clients who may from time to time beneficially own Shares:
(i) maintaining accounts relating to Clients that invest in
Shares;
(ii) providing information periodically to Clients showing their
positions in Shares;
(iii) arranging for bank wires;
(iv) responding to Client inquiries relating to the services
performed by the Distributor or any service provider;
(v) responding to inquiries from Clients concerning their
investments in Shares;
(vi) forwarding shareholder communications from the Fund (such as
proxies, shareholder reports, annual and semi-annual financial
statements and dividend, distribution and tax notices) to
clients;
(vii) processing purchase, exchange and redemption requests from
Clients and placing such orders with the Fund or its service
providers;
(viii) assisting Clients in changing dividend options, account
designations and addresses;
(ix) providing subaccounting with respect to Shares beneficially
owned by Clients;
(x) processing dividend payments from the Fund on behalf of
Clients; and
(xi) providing such other similar services as the Fund may
reasonably request to the extent that the Distributor and/or
the service provider is permitted to do so under applicable
laws or regulations.
SECTION 2. The Distributor will provide all office space and equipment,
telephone facilities and personnel (which may be part of the space equipment and
facilities currently used in the Distributor's business, or any personnel
employed by the Distributor) as may be reasonably necessary or beneficial in
order to fulfill its responsibilities under this Agreement.
SECTION 3. Neither the Distributor nor any of its officers, employees
or agents is authorized to make any representations concerning the Fund or the
Shares except those contained in the Fund's then-current prospectus or Statement
of additional Information for the Shares, copies of which will be supplied to
the Distributor, or in such supplemental literature or advertising as may be
authorized in writing.
SECTION 4. For purposes of this Agreement, the Distributor and each
service provider will be deemed to be independent contractors, and will have no
authority to act as agent for the Fund in any matter or in any respect. By its
written acceptance of this Agreement, the Distributor agrees to and does
release, indemnify and hold the Fund harmless from and against any and all
direct or indirect liabilities or losses resulting from requests, directions,
actions or inactions of or by the Distributor or its officers, employees or
agents regarding the Distributor's responsibilities under this Agreement, the
provision of the aforementioned services to Clients by the Distributor or any
service provider, or the purchase, redemption, transfer or registration of
Shares (or orders relating to the same) by or on behalf of Clients. The
Distributor and its officers and employees will, upon request, be available
during normal business hours to consult with representatives of the Fund or its
designees concerning the performance of the Distributor's responsibilities under
this Agreement.
SECTION 5. In consideration of the services and facilities to be
provided by the Distributor or any service provider, each Portfolio that has
issued Shares will pay to the Distributor a fee at an annual rate of .25%
(twenty-five basis points) of the average net asset value of all Shares of each
Portfolio, which fee will be computed daily and paid monthly. The Distributor
will pay any such service providers with which it enters into written agreements
as contemplated by Section 1 out of the amounts so received by it. The Fund may,
in its discretion and without notice, suspend or withdraw the sale of Shares of
any Portfolio, including the sale of Shares to any service provider for the
account of any Client or Clients. The Distributor may waive all or any portion
of its fee from time to time.
SECTION 6. The Fund may enter into other similar servicing agreements
with any other person or persons without the Distributor's consent.
SECTION 7. By its written acceptance of this Agreement, the Distributor
represents, warrants, and agrees that the services provided by the Distributor
under this Agreement will in no event be primarily intended to result in the
sale of Shares.
SECTION 8. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by the Fund or its designee and
shall continue until terminated by either party. This Agreement is terminable
with respect to the Shares of any Portfolio, without penalty, at any time by the
Fund or by the Distributor upon written notice to the Fund.
SECTION 9. All notices and other communications to either the Fund or
to the Distributor will be duly given if mailed, telegraphed, telefaxed, or
transmitted by similar communications device to the appropriate address stated
herein, or to such other address as either party shall so provide the other.
SECTION 10. This Agreement will be construed in accordance with the
laws of the State of Minnesota and may not be "assigned" by either party thereto
as that term is defined in the Investment Company Act of 1940.
SECTION 11. References to the "First American Funds, Inc.," the "Fund"
and the "Directors" of the Fund refer respectively to the corporation created
and the Directors as directors, but not individually or personally, acting from
time to time under the Articles of Incorporation of the Fund, dated January 20,
1995, a copy of which is on file with the Secretary of State of the State of
Minnesota and at the Fund's principal office. The obligations of the Fund
entered into in the name or on behalf thereof by any of the Directors, officers,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Directors, Shareholders, officers,
representatives or agents of the Fund personally. Further, any obligations of
the Fund with respect to any one Portfolio shall not be binding upon any other
Portfolio.
By their signatures, the Fund and the Distributor agree to the terms of
this Agreement.
FIRST AMERICAN FUNDS, INC.
By: Date:
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QUASAR DISTRIBUTORS, LLC
By: Date:
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