EX-99.g.4 CUST AGREEMT
[EXHIBIT (g)(4)]
SUPPLEMENT TO CUSTODIAN AGREEMENT
FIRST AMERICAN FUNDS, INC.
U.S. BANK NATIONAL ASSOCIATION
WHEREAS, First American Funds, Inc., a mutual fund organized as a
Minnesota corporation (hereinafter called the "Fund"), and First Trust National
Association, a national banking association organized and existing under the
laws of the United States of America, previously entered into that Custodian
Agreement dated September 20, 1993. (the "Custodian Agreement"); and
WHEREAS, First Trust National Association, with the consent of the
Fund, assigned its rights and obligations under the Custodian Agreement to U.S.
Bank National Association, a national banking association organized and existing
under the laws of the United States of America (the "Custodian") by an
Assignment and Assumption Agreement dated as of May 1, 1998; and
WHEREAS, the Fund and the Custodian wish to supplement the Custodian
Agreement as set forth herein.
NOW, THEREFORE, the Fund and the Custodian hereby agree that:
1. Custodian shall hold harmless and indemnify Fund from and
against any claims, loss, liability or expense (collectively a
"Claim") arising out of Custodian's failure to comply with the
terms of this Agreement or arising out of Custodian's
negligence, willful misconduct, or bad faith. Custodian shall
not be liable for consequential, special or punitive damages.
Custodian may reasonably request and obtain the advice and
opinion of counsel for Fund, or of its own counsel with
respect to questions or matters of law, and it shall be
without liability to Fund for any action taken or omitted by
it in good faith, in conformity with such advice or opinion.
2. The Fund agrees to indemnify and hold the Custodian harmless
from and against any Claim arising from the Custodian's
performance of its duties hereunder or its actions taken at
the direction of the Fund, provided that the Custodian shall
not be indemnified for any Claim arising out of Custodian's
failure to comply with the terms of this Agreement or arising
out of Custodian's negligence, bad faith or willful
misconduct. Fund shall not be liable for consequential,
special or punitive damages.
3. Custodian may rely upon the advice of Fund and upon statements
of Fund's accountants and other persons believed by it in good
faith, to be experts in matters upon which they are consulted,
and Custodian shall not be liable for any actions taken, in
good faith without negligence in reliance upon such
statements.
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4. If Fund requires Custodian in any capacity to take, with
respect to any securities, any action which involves the
payment of money by it, or which in Custodian's opinion might
make it or its nominee liable for payment of monies or in any
other way, Custodian, upon notice to Fund given prior to such
actions, shall be and be kept indemnified by Fund in an amount
and form satisfactory to Custodian against any liability on
account of such action.
5. Custodian shall be entitled to receive, and Fund agrees to pay
to Custodian, on demand, reimbursement for such cash
disbursements, costs and expenses as may be agreed upon from
time to time by Custodian and Fund.
6. Custodian shall be protected in acting as custodian hereunder
upon any instructions, advice, notice, request, consent,
certificate or other instrument or paper reasonably appearing
to it to be genuine and to have been properly executed and
shall, unless otherwise specifically provided herein, be
entitled to receive as conclusive proof of any fact or matter
required to be ascertained from Fund hereunder, a certificate
signed by the Fund's President, or other officer specifically
authorized for such purpose.
7. Without limiting the generality of the foregoing, Custodian
shall be under no duty or obligation to inquire into, and
shall not be liable for:
a. The validity of the issue of any securities purchased
by or for Fund, the legality of the purchase thereof
or evidence of ownership required by Fund to be
received by Custodian, or the propriety of the
decision to purchase or amount paid therefore; or
b. The legality of the sale of any securities by or for
Fund, or the propriety of the amount for which the
same are sold.
8. Custodian shall not be liable for any loss or diminution of
securities by reason of investment experience or for its
actions taken in reliance upon an instruction from Fund.
9. Custodian shall not be liable for, or considered to be
Custodian of, any money represented by any check, draft, wire
transfer, clearing house funds, uncollected funds, or
instrument for the payment or money received by it on behalf
of Fund, until Custodian actually receives such money,
provided only that it shall advise Fund promptly if it fails
to receive any such money in the ordinary course of business,
and use its best efforts and cooperate with Fund toward the
end that such money shall be received.
10. Custodian shall not be responsible for loss occasioned by the
acts, neglect, defaults or insolvency of any broker, bank
trust company, or any other person with whom Custodian may
deal in the absence of negligence, or bad faith on the part of
Custodian.
IN WITNESS WHEREOF, the parties have caused this Supplement to be duly
executed and delivered as of December 8, 1999.
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FIRST AMERICAN FUNDS, INC.
By
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Its
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U.S. BANK NATIONAL ASSOCIATION
By
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Its
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