EXHIBIT 99(g)(2)
FIRST AMERICAN FUNDS, INC.
AMENDMENT TO CUSTODY AGREEMENT
DATED AS OF JULY 1, 2007
WHEREAS, First American Funds, Inc., a Minnesota corporation (the "Fund"),
and U.S. Bank National Association, a national banking association organized and
existing under the laws of the United States of America (the "Custodian"),
previously entered into a Custody Agreement dated July 1, 2006 (the "Custody
Agreement"); and
WHEREAS, the Fund consists of separate series (each a "Series"), with each
such Series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Custodian invests cash balances held in the Custody Account
daily in certain temporary investment vehicles pursuant to procedures adopted by
the Custodian and approved by the Fund ("Sweep Procedures"); and
WHEREAS, Paragraph 4.6 of Article 4 of the Custody Agreement contemplates
the Custodian making advances for overdrafts and the Fund repaying such
overdrafts; and
WHEREAS, the Fund and the Custodian wish to amend the Custody 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 Custody
Account that the Custodian fails to invest as required by the Sweep Procedures.
NOW, THEREFORE, the Fund and the Custodian agree as follows:
1.) Paragraph 4.6 of Article 4 of the Custody Agreement is hereby replaced
in its entirety by the following:
Advances by Custodian for Settlement. The Custodian may, in its sole
discretion and from time to time, advance funds to the Fund to
facilitate the settlement of a Series' transactions in the Series
Custody Account. 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.
2.) The following Paragraph 4.7 is added under Article 4 of the Custody
Agreement:
Investment of Cash Balances by Custodian. 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.
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Vice President - Administration
U.S. BANK NATIONAL ASSOCIATION
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: Senior Vice President