Exhibit 99(13)(h)
FIRST AMERICAN FUNDS, INC.
SHAREHOLDER SERVICE PLAN AND AGREEMENT
RESERVE CLASS SHARES
Adopted May 4, 2005, effective upon the reorganization of
Treasury Reserve Fund into Treasury Obligations Fund
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 U.S. Bancorp Asset
Management, Inc. ("USBAM"), a Delaware corporation, to provide, or to compensate
other service providers for providing, the services described herein to clients
(the "Clients") who from time to time beneficially own Reserve Class shares of
the Portfolios ("Shares"). USBAM is willing to provide or to compensate other
service providers for providing such shareholder services in accordance with the
terms and conditions of this Agreement.
This Shareholder Service Plan and Agreement does not provide for
distribution-related services and is not being adopted under Rule 12b-1 under
the Investment Company Act of 1940.
SECTION 1. USBAM will provide, or will enter into written agreements 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
USBAM 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 sub accounting 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 USBAM and/or the service provider is
permitted to do so under applicable laws or regulations.
SECTION 2. USBAM will provide all office space and equipment, telephone
facilities and personnel (which may be part of the space, equipment and
facilities currently used in USBAM's business, or any personnel employed by
USBAM) as may be reasonably necessary or beneficial in order to fulfill its
responsibilities under this Agreement.
SECTION 3. Neither USBAM 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 USBAM, or in
such supplemental literature or advertising as may be authorized in writing.
SECTION 4. For purposes of this Agreement, USBAM 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, USBAM 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 USBAM or its
officers, employees or agents regarding USBAM's responsibilities under this
Agreement, the provision of the aforementioned services to Clients by USBAM 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. USBAM 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 USBAM's responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities to be provided
by USBAM or any service provider, each Portfolio that has issued Shares will pay
to USBAM a fee at an annual equal to 0.25% of the average net asset value of the
Shares, which fee will be computed daily and paid monthly.
USBAM 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. USBAM 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 USBAM's consent.
SECTION 7. By its written acceptance of this Agreement, USBAM represents,
warrants, and agrees that the services provided by USBAM 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 effective date
specified in its caption 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 USBAM upon written notice to the
Fund.
SECTION 9. All notices and other communications to either the Fund or to
USBAM 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 to the other.
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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 as that term
is defined in the Investment Company Act of 1940.
By their signatures, the Fund and USBAM agree to the terms of this
Agreement effective as of the date set forth in its caption.
FIRST AMERICAN FUNDS, INC.
By: ______________________________
Its: ______________________________
U.S. BANCORP ASSET MANAGEMENT, INC.
By: ______________________________
Its: ______________________________
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