Form 485APOS FIRST AMERICAN FUNDS
1933 Act Registration No. 002-74747
1940 Act Registration No. 811-03313
As filed with the Securities and Exchange Commission on June 30, 2016
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| Pre-Effective Amendment No. | [ ] |
| Post-Effective Amendment No. 82 | [X] |
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY
ACT OF 1940
| Amendment No. 82 | [X] |
FIRST AMERICAN FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)
(612) 303-7987
(Registrant’s Telephone Number, including Area Code)
Richard J. Ertel
U.S. Bancorp Asset Management, Inc.
800 Nicollet Mall, BC-MN-H04N
Minneapolis, Minnesota 55402-7020
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
| [ ] | immediately upon filing pursuant to paragraph (b) of Rule 485 | |
| [ ] | on (date) pursuant to paragraph (b) of Rule 485 | |
| [X] | 60 days after filing pursuant to paragraph (a)(1) of Rule 485 | |
| [ ] | on (date) pursuant to paragraph (a)(1) of Rule 485 | |
| [ ] | 75 days after filing pursuant to paragraph (a)(2) of Rule 485 | |
| [ ] | on (date) pursuant to paragraph (a)(2) of Rule 485 |
The information in this prospectus is not complete and may be changed. No person may sell these securities under this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Preliminary Prospectus
Subject to Completion
Please find First American Funds’ Privacy Policy inside the back cover of this Prospectus.
This prospectus and the related Statement of Additional Information (SAI) do not constitute an offer to sell or a solicitation of an offer to buy shares in the funds, nor shall any such shares be offered or sold to any person in any jurisdiction in which an offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.
The funds may be offered only to persons in the United States. This prospectus should not be considered a solicitation or offering of fund shares outside the United States.
Investment Objective
Retail Prime Obligations Fund’s objective is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.
Fees and Expenses
The following tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.
| Shareholder
Fees (fees paid directly from your investment) |
Class X | ||
| Maximum Sales Charge (Load) | None | ||
| Maximum Deferred Sales Charge (Load) | None | ||
| Annual
Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment) |
|||
| Management Fees | 0.10% | ||
| Distribution and/or Service (12b-1) Fees | None | ||
| Other Expenses1 | 0.18% | ||
| Total Annual Fund Operating Expenses | 0.28% | ||
| Less Fee Waivers2 | (0.14)% | ||
| Net Expenses2 | 0.14% |
| 1 | Other expenses are based on estimated amounts for the fund's first fiscal year of operations. | |
| 2 | The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2017, so that total annual fund operating expenses, after waivers, do not exceed 0.14%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2017, at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors. |
Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same. You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Class X | ||||
| 1 year | $ | 14 | ||
| 3 years | $ | 76 | ||
| 1 | Prospectus – | First American Money Market
Funds Class X Shares |
Fund Summary
Retail Prime Obligations Fund continued
Principal Investment Strategies
Retail Prime Obligations Fund invests in high-quality short-term debt obligations, including:
| · | commercial paper; |
| · | U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million (including fixed and variable rate certificates of deposit, time deposits, and bankers’ acceptances); |
| · | non-convertible corporate debt securities; |
| · | securities issued by the U.S. government or one of its agencies or instrumentalities; |
| · | municipal securities, including variable rate demand notes, commercial paper, and municipal notes and other short-term municipal obligations; |
| · | loan participation interests; and |
| · | repurchase agreements. |
The fund may invest more than 25% of its total assets in obligations to U.S. banks.
Under normal market conditions, portfolio managers will only purchase (and hold) securities in the fund if they are rated in the top short-term rating category, for example, a rating of A-1 or a rating of Prime-1. If the rating of a security is reduced below the top short-term rating category after purchase, portfolio managers will make every attempt to sell the security, unless they have determined that it would not be in the best interest of the fund to dispose of the security at that time and, where necessary, have obtained the approval of the fund’s board of directors to continue to hold the security.
Principal Risks
You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The advisor or its affiliates have no legal obligation to provide financial support to the fund, and you should not expect that the advisor will provide financial support to the fund at any time.
Principal risks of investing in this fund include:
Banking
Industry Risk — An adverse development in the banking industry (domestic or
foreign) may affect the value of the fund’s investments more than if the fund was
not invested to such a degree in the banking industry. Banks may be particularly susceptible
to certain economic factors such as interest rate changes, adverse developments in the
real estate market, fiscal, regulatory and monetary policy and general economic cycles. Credit
Risk — The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation
or has its credit rating downgraded. Cybersecurity
Risk — The fund may be subject to operational and informational security risks
resulting from breaches in cybersecurity at the fund, the fund’s affiliates or
service providers. A cybersecurity breach at an issuer of securities in which the fund
invests may cause such securities to lose value. Fund
Summary Retail
Prime Obligations Fund
continued Foreign
Security Risk — Securities of foreign issuers, even when dollar denominated and publicly traded in the United States,
may involve risks not associated with the securities of domestic issuers. Income
Risk — The level of income you receive from the fund will be affected by movements in short-term interest rates. Interest
Rate Risk — The value of your investment might decline because of a sharp rise in interest rates that causes the value
of the fund’s portfolio holdings to fall. Liquidity
Risk — The fund may not be able to sell a security in a timely manner or at a desired price, or may be unable to sell
the security at all, because of a lack of demand in the market for the security, or a liquidity provider defaults on its obligation
to purchase the security when properly tendered by the fund. Municipal
Security Risk — The value of municipal securities owned by the fund may be adversely affected by future changes in federal
income tax laws, including rate reductions or the imposition of a flat tax, and adverse changes in the financial conditions of
municipal securities issuers. Redemption
Risk — If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior
to their maturity, possibly at a loss.
Regulatory Risk — In July 2014, the Securities and
Exchange Commission (SEC) adopted reforms to money market fund regulation. As the reforms are implemented through October
2016, they could affect the fund’s operations and return potential. The reforms will, among other things, permit the
fund to impose a liquidity fee or redemption gate under certain circumstances effective October 14, 2016. In addition,
changes to monetary policy by the Federal Reserve or other regulatory actions may impact the fund’s operations,
universe of potential investment options, and return potential. Repurchase
Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the
fund, the fund may incur costs in disposing of the securities purchased and may experience losses if the proceeds from the sale
of the securities are less than the full repurchase price. Variable
Rate Demand Note (VRDN) Risk — Investments in VRDNs involve credit risk with respect to the issuer or financial institution
providing the fund with the credit and liquidity support for the unconditional put option. Fund
Summary Retail
Prime Obligations Fund continued Fund
Performance Because the fund had not yet commenced operations as of the date of this
prospectus, there is no performance information to present for the fund. Investment
Advisor U.S.
Bancorp Asset Management, Inc. Other
Information For
important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please
see “Additional Summary Information” on page 5 of the prospectus. Additional
Summary Information Purchase
and Sale of Fund Shares Investments
in the fund are limited to accounts beneficially owned by natural persons.
You may purchase or redeem shares of the fund on any business day by calling your financial institution. You can become a shareholder
in the fund by making a minimum initial investment of at least $100 million. The fund reserves the right to waive or lower
purchase minimums under certain circumstances and to reject any purchase order or to stop offering shares for sale at any time.
You can redeem shares through your financial institution. Tax
Information Dividends
you receive from the fund are generally taxable as ordinary income. Dividends attributable to income from U.S. government securities
may be exempt from state personal income taxes. Payments
to Broker-Dealers and Other Financial Intermediaries If
you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related
companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest
by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask
your salesperson or visit your financial intermediary’s website for more information. The investment objective of the fund is to seek maximum current income
to the extent consistent with the preservation of capital and maintenance of liquidity. The fund’s investment objective
may be changed without shareholder approval. Please remember, there is no guarantee that the fund will achieve its objective. Principal
Investment Strategies The fund’s principal investment strategies are discussed below.
These are the strategies that the fund’s investment advisor believes are most likely to be important in trying to achieve
the fund’s objectives. You should be aware that the fund may also use strategies and invest in securities that are not described
in this prospectus, but that are described in the SAI. For a copy of the SAI, call Investor Services at 800 677-3863. Principal Investment Strategies Applicable to the Fund The fund complies with SEC regulations that apply to money market funds.
These regulations require that the fund’s investments mature within 397 days from the date of purchase and that the fund
maintain a weighted average maturity of 60 days or less and a weighted average life of 120 days or less. The fund may invest in
securities with variable or floating interest rates and securities with demand features. The maturities of these securities are
determined according to regulations which allow the fund to consider some of these securities as having maturities shorter than
their stated maturity dates. All of the fund’s investments must be in U.S. dollar-denominated high quality securities which
have been determined by the fund’s advisor to present minimal credit risk and are rated in one of the two highest rating
categories by one or more nationally recognized statistical rating organizations (NRSROs) or are deemed by the advisor to be of
comparable quality to securities having such ratings. In addition, no more than 3% of the fund’s total assets may be invested
in securities rated in the second highest rating category by an NRSRO or deemed to be of comparable quality by the fund’s
advisor at the time of purchase (“second-tier securities”). With limited exceptions, the fund may not invest more
than 5% of its total assets in securities issued by the same issuer. The fund is further limited to investing no more than ½
of 1% in second-tier securities of any issuer. The fund must comply with weekly liquidity standards that require a fund to hold
at least 30% of its total assets in cash, direct obligations of the U.S. Government, agency discount notes with remaining maturities
of 60 days or less, or securities convertible into cash within five business days. The fund must also comply with daily liquidity
standards that require a fund to hold at least 10% of its total assets in cash, direct obligations of the U.S. Government, or
securities convertible into cash within one business day. The fund is limited to investing no more than 5% of its total assets
in illiquid securities. When selecting securities for the fund, the portfolio managers first
consider general economic factors, market conditions, and the short-term interest rate environment in determining what types of
short-term instruments to purchase. The portfolio managers then select the specific instruments to be purchased. Generally, the
portfolio managers buy and hold securities until their maturities. However, the portfolio managers may sell securities for a variety
of reasons, such as to adjust the portfolio’s average maturity, credit, liquidity or yield metrics. For liquidity and to respond to unusual market conditions, the fund may
hold all or a significant portion of its total assets in cash for temporary defensive purposes. This may result in a lower yield
and prevent the fund from meeting its investment objective. More
about the Fund Principal Investment Strategies continued The fund pursues its objective by investing in high-quality short-term
debt obligations, including: The fund may invest more than 25% of its total assets in obligations
of U.S. banks. Under normal market conditions, portfolio managers will only purchase
(and hold) securities in the fund if they are rated in the top short-term rating category, for example, a rating of A-1 or a rating
of Prime-1. If the rating of a security is reduced below the top short-term rating category after purchase, portfolio managers
will make every attempt to sell the security, unless they have determined that it would not be in the best interest of the fund
to dispose of the security at that time and, where necessary, have obtained the approval of the fund’s board of directors
to continue to hold the security. U.S. government securities issued by the Federal National Mortgage Association
(Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor
guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however,
were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government
National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and
interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the
United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government
sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit
Banks. Other Money Market Funds The fund may invest in other money market funds that invest in the same
types of securities as the fund, as a non-principal investment strategy, including each of the other money market funds advised
by the fund’s investment advisor. To avoid duplicative investment advisory fees, when the fund invests in another money
market fund advised by the fund’s investment advisor, the investment advisor reimburses the fund an amount equal to the
fund’s proportionate share of the investment advisory fee paid by the other money market fund to the investment advisor.
If the fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of
the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund. More
about the Fund Other Investment Strategies continued Securities Lending To generate additional income, and as a non-principal investment strategy,
the fund may lend securities representing up to one-third of the value of its total assets to broker-dealers, banks, and other
institutions deemed by the fund’s advisor to present minimal credit risk. When a fund loans its portfolio securities, it
will receive, at the inception of each loan, cash collateral equal to at least 102% of the value of the loaned securities, which
is invested consistent with the fund’s investment strategies. If the borrower fails to return the loaned securities, the
fund could suffer a loss if the value of the invested collateral is insufficient to purchase replacement securities. The principal risks of investing in the fund are identified and further
discussed below. Description
of Principal Investment Risks Banking Industry Risk. An adverse development in the banking industry
(domestic or foreign) may affect the value of the fund’s investments more than if the fund was not invested to such a degree
in the banking industry. Banks may be particularly susceptible to certain economic factors such as interest rate changes, adverse
developments in the real estate market, fiscal and monetary policy and general economic cycles. For example, deteriorating economic
and business conditions can disproportionately impact companies in the banking industry due to increased defaults on payments
by borrowers. Moreover, political and regulatory changes can affect the operations and financial results of companies in the banking
industry, potentially imposing additional costs and expenses or restricting the types of business activities of these companies. Credit Risk. The value of your investment might decline if the
issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded. Cybersecurity Risk. With the increased use of technologies such
as the Internet and the dependence on computer systems to perform necessary business functions, the fund may be subject to operational
and informational security risks resulting from breaches in cybersecurity (“cyber-attacks”). A cyber-attack refers
to both intentional and unintentional events that may cause the fund to lose proprietary information, suffer data corruption, or
lose operational capacity. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software
code, gaining unauthorized access to systems, networks, or devices that are used to service the fund’s operations through
“hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or
causing operational disruption. More
about the Fund Description of Principal Investment Risks
continued Cybersecurity failures or breaches by the fund’s affiliates or
service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both
a fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate the fund’s net
asset value, impediments to trading, violations of applicable privacy and other laws (including the release of private shareholder
information), regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance
costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the advisor
has risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in
such controls, systems and protocols, including the possibility that certain risks have not been identified, as well as the rapid
development of new threats. These cybersecurity risks are also present for issuers of securities in which the fund invests, which
could result in material adverse consequences for such issuers, and may cause the fund’s investment in such securities to
lose value and may result in financial loss for fund shareholders. Foreign Security Risk. The foreign securities in which the fund
may invest, even when dollar denominated and publicly traded in the United States, may involve risks not associated with the securities
of domestic issuers. Political or social instability or diplomatic developments could adversely affect the securities. There is
also the risk of possible withholding taxes, seizure of foreign deposits, currency controls, interest limitations, or other governmental
restrictions which might affect the payment of principal or interest on securities owned by the fund. In addition, there may be
less public information available about foreign corporations and foreign banks and their branches. Income Risk. The level of income you receive from the fund will
be affected by movements in short-term interest rates. Interest Rate Risk. The value of your investment might decline
because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall. Liquidity Risk. The fund may not be able to sell a security in
a timely manner or at a desired price, or may be unable to sell the security at all, because of a lack of demand in the market
for the security or because a liquidity provider defaults on its obligation to purchase the security when properly tendered by
the fund. Municipal Security Risk. The value of municipal securities owned
by the fund may be adversely affected by future changes in federal income tax laws, including rate reductions or the imposition
of a flat tax, and adverse changes in the financial conditions of municipal securities issuers. Redemption Risk. If there are unexpectedly high redemptions of
fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss. More
about the Fund Description of Principal Investment Risks
continued Regulatory Risk. In July 2014, the SEC adopted reforms to
money market fund regulation. The compliance periods for these reforms range between July 2015 and October 2016. When the
reforms are implemented, they could affect the fund’s operations and return potential. The reforms will, among other
things, beginning October 14, 2016, permit (and, under certain circumstances, require) money market funds, including the
fund, to impose a “liquidity fee” (up to 2% of redemption proceeds) or “redemption gate” that
temporarily restricts redemptions from a money market fund, if a fund’s weekly liquidity level falls below the required
regulatory threshold. In addition, changes to monetary policy by the Federal Reserve or other regulatory actions could expose
fixed income and related markets to heightened volatility, interest rate sensitivity and reduced liquidity, which may impact
the fund’s operations, universe of potential investment options, and return potential. Repurchase Agreement Risk. For the fund, if the seller
of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing
of the securities purchased and may experience losses if the proceeds from the sale of the securities are less than the full repurchase
price. Securities purchased by the fund under a repurchase agreement may include securities that the fund is not otherwise permitted
to purchase directly, such as long-term government bonds, investment and non-investment grade corporate bonds, asset- and mortgage-backed
securities, collateralized mortgage obligations, agency real estate mortgage investment conduits, and equity securities. The value
of these securities may be more volatile or less liquid than the securities the fund is permitted to purchase directly, which
increases the risk that the fund will be unable to recover fully in the event of the seller’s default. Variable Rate Demand Note (VRDN) Risk. Investments in VRDNs
involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support
for the unconditional put option. While the fund invests only in VRDNs of high quality issuers, or which are supported by high
quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations. Disclosure
of Portfolio Holdings A
description of the fund’s policies and procedures with respect to the disclosure of the fund’s portfolio securities
is available in the fund’s SAI. U.S.
Bancorp Asset Management, Inc. U.S.
Bancorp Asset Management provides investment management services to individuals and institutions, including corporations, foundations,
pensions, and retirement plans. As of December 31, 2015, U.S. Bancorp Asset Management had more than $56 billion in assets under
management, including investment company assets of more than $44 billion. As investment advisor, U.S. Bancorp Asset Management
manages the fund’s business and investment activities, subject to the authority of the fund’s board
of directors. The fund pays
the investment advisor a monthly management fee equal to an annual rate of 0.10% of average daily net assets for providing investment advisory services to the fund. U.S.
Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses in order to maintain a zero or positive
yield for each share class of the fund. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management. A
discussion regarding the basis for the board’s approval of the fund’s investment advisory agreement will appear
in the fund’s annual report to shareholders for the fiscal year ending August 31, 2016. Additional
Compensation U.S.
Bancorp Asset Management, U.S. Bank National Association (U.S. Bank) and other affiliates of U.S. Bancorp may act as fiduciary
with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts
that invest in the First American funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as
the fund’s investment advisor. U.S. Bancorp Asset Management, U.S. Bank and their affiliates also receive compensation from
the fund as set forth below. Administration
Services. U.S. Bancorp Asset Management and its affiliate, U.S.
Bancorp Fund Services, LLC (Fund Services), act as the fund’s administrator and sub-administrator, respectively, providing
administration services that include general administrative and accounting services, blue sky services and shareholder services.
For such services, the fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual
basis, of the aggregate average daily net assets attributable to Class X shares of all First American money market funds. U.S.
Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the
fund may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services. Fund
Management Investment
Advisor continued Custody
Services. U.S. Bank provides custody services to the fund. U.S.
Bank is paid monthly fees equal, on an annual basis, to 0.005% of the fund’s average daily net assets. Distribution
Services. Quasar Distributors, LLC, an affiliate of
U.S. Bancorp Asset Management, receives distribution and shareholder servicing fees for acting as the fund’s
distributor. Securities
Lending Services. In connection with lending their portfolio securities,
the funds pay fees to U.S. Bank of 20% of the fund’s net income from securities lending transactions and U.S. Bank pays
half of such fees to U.S. Bancorp Asset Management for certain securities lending services provided by U.S. Bancorp Asset Management. Transfer
Agency Services. Fund Services provides transfer agency and dividend
disbursing services, as well as certain shareholder services, to the fund. Fund Services receives fees for transfer agency and
dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the fund
may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services. Other
Compensation. To the extent that fund shares are held through U.S.
Bank or its broker-dealer affiliate, U.S. Bancorp Investments, Inc., those entities may receive distribution and/or shareholder
servicing fees from the fund’s distributor as well as other payments from the fund’s distributor and/or advisor as
described below under “Shareholder Information — Additional Payments to Institutions.” The
fund is managed by a team of persons who are employed by U.S. Bancorp Asset Management. You
may purchase or redeem shares of the fund on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open,
except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day, and Christmas Day. The fund may close when the Federal Reserve is open and the NYSE is closed, such as Good
Friday. On any business day when the Securities Industry Financial Markets Association recommends that the bond markets close
trading early, the fund may also close trading early. Your
purchase or redemption price will be based on that day’s NAV per share if your order is received by the fund in proper form
prior to the time the fund calculates its NAV. See “Additional Information on Purchasing and Redeeming Fund Shares —
Calculating Net Asset Value” below. Contact your investment professional or financial institution to determine the time
by which it must receive your order to be assured same day processing. To make sure your order is in proper form, you must follow
the instructions set forth below under “Purchasing and Redeeming Fund Shares.” Some
investment professionals or financial institutions may charge a transaction-based fee for helping you purchase or redeem shares
or an asset-based fee. Contact your investment professional or financial institution for more information. The
fund issues its shares in multiple classes. This prospectus offers Class X shares. Class
X shares are available for a minimum initial investment of at least $100 million in any one fund. Certain eligible investors
may not be subject to a minimum initial investment. Class X shares are offered at net asset value, with no front-end or
contingent deferred sales charge and no distribution (12b-1) or shareholder servicing fee. Because the current prospectus and SAI are available on First American Funds’
website free of charge, we do not disclose the following information separately on the website. Your purchase or redemption price for Class X shares is the fund’s
next determined net asset value after the fund, or its designated agent, receives your order in proper form. To understand how
the fund calculates its net asset value, see “Additional Information on Purchasing and Redeeming Fund Shares – Calculating
Net Asset Value” below. Purchasing
and Redeeming Fund Shares To
help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account,
we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. Addresses
containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. You may purchase
or redeem shares by calling your financial institution. Investments in the fund are intended to be limited to accounts beneficially
owned by natural persons. Natural persons are permitted to invest in the fund through certain tax-advantaged savings accounts,
trusts and other retirement and investment accounts, including, for example: On or before October 14, 2016, the fund will adopt policies and procedures
reasonably designed to limit all beneficial owners of the fund to natural persons. The fund reserves the right to repurchase shares
in any accounts that are not beneficially owned by natural persons, after providing 60 days’ written notice. Shareholder
Information Purchasing
and Redeeming Fund Shares continued When
purchasing shares, payment must be made by wire transfer, which can be arranged by your financial institution. You
cannot purchase shares by wire on days when federally chartered banks are closed. If
the fund receives a redemption request by the time the fund calculates its NAV, as specified below, payment will be made the same
day by transfer of federal funds if the Fedwire transfer system is available for use that day. Otherwise, payment will be made
on the next business day. Suspension
or Postponement of Redemptions. The fund reserves the right to suspend the right of shareholder redemption, or postpone
the date of payment: In
addition, in the unlikely event that the fund’s board of directors were to determine pursuant to SEC regulations that the
extent of the deviation between the fund’s amortized cost per share and its market-based NAV per share may result in material
dilution or other unfair results to shareholders, the board will cause the fund to take such action as it deems appropriate to
eliminate or reduce to the extent practicable such dilution or unfair results, including suspending redemption of shares and liquidating
the fund under Rule 22e-3 of the Investment Company Act. Purchases
In-Kind. Generally, all purchases will be in cash.
However, the fund reserves the right to permit you to purchase shares through the exchange of other securities that you own if
consistent with the fund’s investment objective, policies, and operations. The market value of any securities exchanged,
plus any cash, must be at least $25 million. Please contact your investment professional, financial institution or Investor Services
at 800 677-3863. Redemptions
In-Kind. Generally, all redemptions will be for
cash. However, the fund reserves the right to pay all or part of your redemption proceeds in readily marketable securities instead
of cash. If payment by the fund is made in securities, the fund will value the securities selected in the same manner in which
it computes its NAV. This process minimizes the effect of large redemptions on the fund and its remaining shareholders. If you
receive redemption proceeds in-kind, you should expect to incur transaction costs upon disposition of those securities. In
addition, if you receive redemption proceeds in-kind, you will be subject to market gains or losses upon the disposition of those
securities. Potential Restrictions on Fund Redemptions
– Fees and Gates. Beginning October 14, 2016, the fund’s board of directors will be permitted to impose a liquidity
fee on redemptions (up to 2% of redemption proceeds) or temporarily restrict redemptions from the fund up to 10 business days
during a 90-day period (a “redemption gate”), in the event that the fund’s weekly liquid assets fall below the
following thresholds: Liquidity fees and redemption gates may be terminated at any time in the
discretion of the fund’s board of directors. Liquidity fees and redemption gates will also terminate at the beginning of
the next business day once the fund has invested 30% or more of its total assets in weekly liquid assets as of the end of a business
day. Weekly liquid assets generally include cash; direct obligations of the U.S.
government; certain U.S. government agency discount notes with remaining maturities of 60 days or less; securities that will mature
or are subject to a demand feature that is exercisable and payable within five business days; or amounts receivable and due unconditionally
within five business days on pending sales of portfolio securities. For these purposes, weekly liquid assets will be calculated
as of the end of each business day. Shareholder
Information Additional
Information on Purchasing and Redeeming Fund Shares Calculating
Net Asset Value The
fund generally calculates its NAV per share as of 3:30 p.m. Central time on each business day that the fund is open, except
that the NAV for the fund is generally calculated at 1:00 p.m. Central time on days on which the bond markets close early (typically
on the business day preceding a Federal holiday) (an “Early Close”). Purchase and redemption orders received after
closing time, including an Early Close, will be processed the next business day. The
fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number
of fund shares. The securities held by the fund is valued on the basis of amortized cost. This involves valuing an instrument
at its cost and thereafter assuming a constant amortization of any discount or premium until the instrument’s maturity,
rather than looking at actual changes in the market value of the instrument. The fund’s net asset value is normally expected
to be $1 per share. Frequent
Trading of Fund Shares The
fund is designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund
shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the fund and increase fund expenses.
However, given the short-term nature of the fund’s investments and its use of the amortized cost method
for calculating the NAV of fund shares, the fund does not anticipate that in the normal case frequent or short-term trading into
and out of the fund will have significant adverse consequences for the fund and its shareholders. Accordingly, the fund’s
board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the fund’s
shares. The
fund earns interest, dividends and other income from its investments, and distributes this income (less fund expenses) to you
as dividends. Dividends from the fund’s net investment income are declared daily and paid monthly. The fund may take into
account capital gains and losses (other than net long-term capital gains) in its daily dividend declarations. A fund may also
make additional distributions for tax purposes if necessary. If
the fund receives your wire transfer payment for fund shares by the time the fund determines its NAV, you will begin to
accrue dividends on that day. If you redeem shares, you will not receive a dividend on the day of your redemption request if your
request is received by the time the fund determines its NAV. Dividends
will be reinvested in additional shares of the same fund, unless you request that distributions be reinvested in another First
American fund or paid in cash. This request may be made on your new account form, by contacting your financial institution, or
by calling Investor Services at 800 677-3863. Cash distributions will be paid on or about the first business day of each month.
If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing
address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future
distributions will be reinvested in fund shares at the current NAV. Some
of the tax consequences of investing in the fund are discussed below. More information about taxes is provided in the SAI. However,
because everyone’s tax situation is unique, always consult your tax professional about federal, state, and local tax consequences. Dividends
you receive from the fund are generally taxable as ordinary income, whether you reinvest them or take them in cash. Dividends
from the fund will not be eligible for the reduced rate of tax that applies to “qualified dividend income.” Shareholder
Information Additional
Payments to Institutions The
advisor and/or the distributor may pay additional compensation to investment professionals, participating institutions and “one-stop”
mutual fund networks (each an “institution” and, collectively, “institutions”) out of their own resources
in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed
on behalf of the institution’s customers. The amounts of these payments may be significant, and may create an incentive
for the institution or its employees or associated persons to recommend or sell shares of the fund to you. These payments are
not reflected in the fees and expenses listed in the “Fund Summary” section of the prospectus because they are not
paid by the fund. These
payments are negotiated and may be based on such factors as the number or value of First American money market fund shares that
the institution sells or may sell; the value of the assets invested in the First American money market funds by the institution’s
customers; reimbursement of ticket or operational charges (fees that an institution charges its representatives for effecting
transactions in fund shares); lump sum payment for services provided; the type and nature of services or support furnished by
the institution; and/or other measures as determined from time to time by the advisor and/or distributor. The
advisor and/or distributor may make other payments or allow other promotional incentives to institutions to the extent permitted
by SEC and FINRA rules and by other applicable laws and regulations. Certain institutions may also receive payments in recognition
of sub-accounting or other services they provide to shareholders or plan participants who invest in the fund through their employee
benefit or retirement plan. You
can ask your institution for information about any payments it receives from the advisor and/or the distributor and from the fund,
and any services your institution provides, as well as about fees and/or commissions your institution charges. You can also find
more details about payments made by the advisor and/or the distributor in the fund’s SAI. Shareholder
Reports Shareholder
reports are mailed twice a year, in October and April. They include financial statements and performance information, and, on
an annual basis, the report of independent registered public accounting firm. In
an attempt to reduce shareholder costs and help eliminate duplication, the fund will try to limit its mailings to one report for
each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor
Services at 800 677-3863. Statements
and Confirmations Statements
summarizing activity in your account are mailed quarterly. Confirmations generally are mailed following each purchase or sale
of fund shares. Generally, the fund does not send statements to individuals who have their shares held in an omnibus account. As
of the date of this prospectus, the fund had not yet commenced operations and had no financial highlights to report. First
American Funds’ Privacy Policy We
want to provide an explanation to Consumers of what nonpublic personal information is and how it’s collected and used. A
“Consumer” is considered an individual investor who invests or has invested in our products for personal, family or
household purposes. “Nonpublic
personal information” is nonpublic information that we obtain while providing financial products or services to you. How
we collect your information We
obtain nonpublic information about you during the account opening process from the applications and other forms you are asked
to complete and from the transactions you make with us. We may also receive nonpublic information about you from companies affiliated
with us or from other companies that provide services to you. The
types of information we collect We
may collect the following nonpublic personal information about you: · Information about your identity, such as your name, address, and social security number. · Information about your transactions with us. · Information you provide on applications, such as your beneficiaries and banking information, if provided to us. Why
we collect your information We
gather nonpublic personal information about you and your accounts so that we can: · Know who you are and prevent unauthorized access to your information. · Comply with the laws and regulations that govern us. What
information we disclose We
may share some or all of the nonpublic personal information that we collect about you with our affiliated providers of financial
services, including our family of funds and their advisor, and with companies that perform shareholder services on our behalf.
We do not use nonpublic information received from our affiliates for marketing purposes. We’re
permitted by law to disclose nonpublic personal information about you to other third parties in certain circumstances. For example,
we may disclose nonpublic personal information about you to affiliated and nonaffiliated third parties to assist us in servicing
your account (e.g., mailing of fund-related materials) and to government entities (e.g., IRS for tax purposes). We’ll
continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive. Confidentiality
and security To
protect nonpublic personal information about you, we restrict access to such information to only those employees and authorized
agents who need to use the information. We maintain physical, electronic, and procedural safeguards to maintain the confidentiality
and security of nonpublic information about you. In addition, we require our service providers to restrict access to nonpublic
personal information about you to those employees who need that information in order to provide products or services to you. We
also require them to maintain physical, electronic, and procedural safeguards that comply with applicable federal standards and
regulations to guard your information. Additional
rights and protections You
may have other privacy protections under applicable state laws. To the extent that these state laws apply, we will comply with
them when we share information about you. This privacy policy does not apply to your relationship with other financial service
providers, such as broker-dealers. We may amend this privacy notice at any time, and we will inform you of changes as required
by law. Our
pledge applies to products and services offered by the First American Family of Funds THIS
PAGE IS NOT PART OF THE PROSPECTUS First
American Funds P.O.
Box 1330 Minneapolis,
MN 55440-1330 The
Statement of Additional Information (SAI) provides more details about the fund and its policies and is incorporated
into this prospectus by reference (which means that it is legally part of this prospectus). Additional
information about the fund’s investments will be available in the fund’s annual and semi-annual
reports to shareholders. Prior to the date of this prospectus, the fund had not commenced operations. You
can obtain a free copy of the fund’s annual or semi-annual reports or the SAI, request other information about the
fund, or make other shareholder inquiries by calling Investor Services at 800 677-3863 or by contacting the fund
at the address above. Annual or semi-annual reports and the SAI will also be available on the fund’s Internet
site at www.firstamericanfunds.com. Information
about the fund (including the SAI) can also be reviewed and copied at the SEC’s Public Reference Room in Washington,
D.C. To find out more about this public service, call the SEC at 1-202-551-8090. Reports and other information about the fund
are also available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, or you can obtain copies of this
information, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected], or by
writing the SEC’s Public Reference Section, Washington, D.C. 20549-1520. The information in this Statement of Additional Information
is not complete and may be changed. No person may sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Preliminary Statement
of Additional Information Subject to Completion FIRST AMERICAN
FUNDS, INC. Statement of
Additional Information [ ], 2016 Money Market
Funds Fund Class
A Class
D Class
T Class
Y Class
Z This Statement of Additional Information (“SAI”) relates
to Retail Prime Obligations Fund (the “Fund”), a series of First American Funds, Inc. (“FAF”). This SAI
is not a prospectus, but should be read in conjunction with the Fund’s current Prospectuses dated [ ], 2016. As of the date
of this SAI, the fund had not yet commenced operations and had no financial highlights to report. This SAI is incorporated into
the Fund’s Prospectuses by reference. To obtain copies of Prospectuses or the Fund’s Annual Report at no charge, write
the Fund’s distributor, Quasar Distributors, LLC (the “Distributor”), 615 East Michigan Street, Milwaukee, WI
53202, call Investor Services at 800 677-3863, or visit the Fund’s website at www.firstamericanfunds.com. Please retain this
SAI for future reference. Table of Contents
FAF was incorporated in the State of Minnesota under the name “First
American Money Fund, Inc.” on October 29, 1981. FAF’s board of directors (the “Board”) and shareholders,
at meetings held December 6, 1989 and January 18, 1990, respectively, approved amendments to the Articles of Incorporation providing
that the name “First American Money Fund, Inc.” be changed to “First American Funds, Inc.” As set forth in the Prospectuses, FAF is organized as a series fund,
and currently issues its shares in six series (collectively, the “Funds”). Each series of shares represents a separate
investment portfolio with its own investment objective and policies (in essence, a separate mutual fund). The series of FAF to
which this SAI relates is named on the cover. Shareholders may purchase shares of the Fund through separate classes.
The Fund offers its shares in seven classes: Class A, Class D, Class T, Class V, Class X, Class Y, and Class Z. The different classes
provide for variations in distribution costs, voting rights and dividends. To the extent permitted under the Investment Company
Act of 1940, as amended (the “1940 Act”), the Fund may also provide for variations in other costs among the classes.
Except for differences among the classes pertaining to such costs, each share of the Fund represents an equal proportionate interest
in the Fund. The Fund is an open-end diversified management investment company. FAF has prepared and will provide a separate Prospectus relating to
the Class A shares, the Class D shares, the Class T shares, the Class V shares, the Class X shares, the Class Y shares, and the
Class Z shares of the Fund. These Prospectuses can be obtained at no charge by writing Quasar Distributors, LLC at 615 East Michigan
Street, Milwaukee, WI 53202, by calling First American Funds Investor Services at 800 677-3863, or by visiting the Fund’s
website at www.firstamericanfunds.com. The Bylaws of FAF provide that meetings of shareholders be held only
with such frequency as required under Minnesota law and the 1940 Act. Minnesota corporation law requires only that the Board convene
shareholders’ meetings when it deems appropriate. In addition, Minnesota law provides that if a regular meeting of shareholders
has not been held during the immediately preceding 15 months, a shareholder or shareholders holding 3% or more of the voting shares
of FAF may demand a regular meeting of shareholders by written notice given to the President or Treasurer of FAF. Within 30 days
after receipt of the demand, the Board shall cause a regular meeting of shareholders to be called, which meeting shall be held
no later than 90 days after receipt of the demand, all at the expense of FAF. In addition, the 1940 Act requires a shareholder
vote for, among other things, all amendments to fundamental investment policies and restrictions, for approval of all investment
advisory contracts and amendments thereto, and for all amendments to Rule 12b-1 distribution plans. This SAI may also refer to Mount Vernon Securities Lending Trust (the
“Mount Vernon Trust”), an affiliated investment company, and to eight separate closed-end funds (the “Closed-End
Funds”). The Closed-End Funds are no longer part of the First American fund complex; however, they were part of the complex
during the historical periods covered in this SAI. The Funds and Mount Vernon Trust are collectively referred to hereafter as the
“Fund Complex.” The Fund is classified under the 1940 Act as a diversified
series of an open-end management investment company. This classification cannot be changed with respect to a Fund without approval
by the holders of a majority of the outstanding shares of the Fund as defined in the 1940 Act, i.e., by the lesser of the vote
of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person
or by proxy, or (b) more than 50% of the outstanding shares of the Fund. The 1940 Act currently restricts the Fund, with respect
to 75% of its total assets, from investing more than 5% of the value of its total assets in the outstanding securities of any one
issuer, or own more than 10% of the outstanding voting securities of any one issuer, in each case other than securities issued
or guaranteed by the U.S. Government or any agency or instrumentality thereof, securities of other investment companies, and cash
and cash items (including receivables). In addition to the investment objective and policies
set forth in the Prospectuses and under the caption “Additional Information Concerning Fund Investments” below, the
Fund is subject to the investment restrictions set forth below. The investment restrictions set forth in paragraphs 1 through
8 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding
shares of the Fund as defined in the 1940 Act. Fundamental Investment Restrictions The Fund will not: For purposes of applying the limitation set forth in number 1 above,
according to the current interpretation by the U.S. Securities and Exchange Commission (“SEC”), the Fund would be concentrated
in an industry if 25% or more of its total assets, based on market value at the time of purchase, were invested in that industry. For purposes of applying the limitation set forth in number 2 above,
under the 1940 Act as currently in effect, the Fund is not permitted to issue senior securities, except that a Fund may borrow
from any bank if immediately after such borrowing the value of such Fund’s total assets is at least 300% of the principal
amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33 1/3% of the Fund’s
total assets). In the event that such asset coverage shall at any time fall below 300% the Fund shall, within three days thereafter
(not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowings
shall be at least 300%. For purposes of applying the limitation set forth in number 8 above,
there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, when a Fund loans its
portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed
to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid a violation
of Section 18(f), a Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value
(at market value computed at the time of making a loan) would be on loan. The Fund currently does not intend to make loans, unsecured
or otherwise, except to the extent that investments in debt securities in accordance with Rule 2a-7 of the 1940 Act (“Rule
2a-7”) (as discussed below under “Additional Restrictions”) would be deemed to be loans. Non-Fundamental Investment Restrictions The following restrictions are non-fundamental and may be changed
by the Board without a shareholder vote. The Fund will not: The Fund may not invest in obligations of any affiliate of U.S. Bancorp, including U.S. Bank National Association (“U.S.
Bank”). FAF has received an exemptive order (Investment Company Act Release
No. 22589 dated March 28, 1997) from the SEC under which short-term investments and repurchase agreements may be entered into on
a joint basis by the Fund and other funds advised by U.S. Bancorp Asset Management, Inc. (“USBAM” or the “Advisor”). FAF has also received an exemptive order (Investment Company Act Release
No. 25526 dated April 15, 2002) from the SEC which permits the Fund to participate in an interfund lending program pursuant to
which the Fund and other funds advised by the Advisor may lend money directly to each other for emergency or temporary purposes.
The program is subject to a number of conditions designed to ensure fair and equitable treatment of all participating funds, including
the following: (1) no Fund may borrow money through the program unless it receives a more favorable interest rate than a rate approximating
the lowest interest rate at which bank loans would be available to any of the participating funds under a loan agreement; and (2)
no Fund may lend money through the program unless it receives a more favorable return than that available from an investment in
repurchase agreements and, to the extent applicable, money market cash sweep arrangements. In addition, a Fund may participate
in the program only if and to the extent that such participation is consistent with the Fund’s investment objectives and
policies (for instance, money market funds would normally participate only as lenders because they rarely need to borrow cash to
meet redemptions). The duration of any loans made under the interfund lending program will be limited to the time required to receive
payment for the securities sold, but in no event more than 7 days. All loans will be callable by the lending Fund on one business
day’s notice. A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed.
Any delay in repayment to a lending Fund could result in a lost investment opportunity or additional costs. The program is subject
to the oversight and periodic review of the Board of the participating Funds. The Fund is subject to the investment restrictions of Rule 2a-7 in
addition to other policies and restrictions discussed herein. Pursuant to Rule 2a-7, the Fund is required to invest exclusively
in securities that mature within 397 days from the date of purchase and to maintain a weighted average maturity of not more than
60 days and a weighted average life of not more than 120 days. Under Rule 2a-7, securities that are subject to specified types
of demand or put features may be deemed to mature at the next demand or put date although they have a longer stated maturity. Rule
2a-7 also requires that all investments by the Fund be limited to U.S. dollar-denominated investments that (a) present “minimal
credit risk” and (b) are at the time of acquisition “Eligible Securities.” Eligible Securities include, among
others, securities that are rated by two Nationally Recognized Statistical Rating Organizations (“NRSROs”) in one of
the two highest categories for short-term debt obligations, such as A-1 or A-2 by Standard & Poor’s Rating Services,
a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), or Prime-1 or Prime-2 by Moody’s
Investors Service, Inc. (“Moody’s”). The Advisor, pursuant to delegation by the Board, is responsible for determining
that the Fund’s investments present only “minimal credit risk” and are Eligible Securities. Such determinations
are subject to the oversight of, and are made pursuant to written guidelines and procedures established by, the Board. Rule 2a-7 requires, among other things, that the Fund may not invest,
other than in U.S. “Government Securities” (as defined in the 1940 Act), more than 5% of its total assets in securities
issued by the issuer of the security; provided that the Fund may invest in First Tier Securities (as defined in Rule 2a-7) in excess
of that limitation for a period of up to three business days after the purchase thereof provided that the Fund may not make more
than one such investment at any time. Rule 2a-7 also requires that the Fund may not invest, other than in U.S. Government Securities,
(a) more than 3% of its total assets in Second Tier Securities (i.e., Eligible Securities that are not rated by two NRSROs in the
highest category such as A-1 and Prime-1) and (b) more than 1/2 of 1% of its total assets in Second Tier Securities of any one
issuer. The Fund must comply with weekly liquidity standards that require a Fund to hold at least 30% of its total assets in cash,
direct obligations of the U.S. Government, agency discount notes with remaining maturities of 60 days or less, or securities convertible
into cash within five business days. The Fund must also comply with daily liquidity standards that require a Fund to hold at least
10% of its total assets in cash, direct obligations of the U.S. Government, or securities convertible into cash within one business
day. The Fund is limited to investing no more than 5% of its total assets in illiquid securities. The Fund’s concentration policy permits investment, without
limit, in bankers’ acceptances, certificates of deposit and similar instruments issued by (i) U.S. banks and (ii) U.S. branches
of foreign banks (in circumstances in which the U.S. branches of foreign banks are subject to the same regulation as U.S. banks).
To the extent that such investments are consistent with a Fund’s investment objective and policies, the Fund may concentrate
in such instruments when, in the opinion of the Advisor, the yield, marketability and availability of investments meeting the Fund’s
quality standards in the banking industry justify any additional risks associated with the concentration of the Fund’s assets
in such industry. The Fund will provide shareholders with at least 60 days’ advance
notice before changing these policies. Additional
Information Concerning Fund Investments The principal investment strategies of the Fund are set forth in the
Fund’s current Prospectuses under “Fund Summary.” This section describes in additional detail certain of the
Fund’s principal investment strategies and other non-principal investment strategies. The Fund has attempted to identify
investment strategies that will be employed in pursuing its investment objectives. Additional information concerning the Fund’s
investment restrictions is set forth above under “Investment Restrictions.” If a percentage limitation referred to in this SAI or in the Prospectuses
is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in values of assets
will not constitute a violation of such limitation except in the case of the limitations on illiquid investments and borrowing
from banks. The securities in which the Fund invests may not yield as high a level
of current income as longer term or lower grade securities. These other securities may have less stability of principal, be less
liquid, and fluctuate more in value than the securities in which the Fund invests. All securities in the Fund’s portfolio
are purchased with and payable in U.S. dollars. The Fund may invest in asset-backed securities, including asset-backed
commercial paper, as a non-principal investment strategy. Asset-backed securities generally constitute interests in, or obligations
secured by, a pool of receivables other than mortgage loans, such as automobile loans and leases, credit card receivables, home
equity loans and trade receivables. Asset-backed securities generally are issued by a private special-purpose entity. Their ratings
and creditworthiness typically depend on the legal insulation of the issuer and transaction from the consequences of a sponsoring
entity’s bankruptcy, as well as on the credit quality of the underlying receivables and the amount and credit quality of
any third-party credit enhancement supporting the underlying receivables or the asset-backed securities. Asset-backed securities
and their underlying receivables generally are not issued or guaranteed by any governmental entity. Commercial Paper and Rule 144A Securities The Fund may invest in commercial paper as a principal investment
strategy. Commercial paper refers to short-term, unsecured promissory notes issued by corporations or other entities to finance
short-term credit needs. The Fund may also purchase asset-backed commercial paper (“ABCP”), which is a form of commercial
paper that is backed by assets such as real estate, trade receivables, credit card loans, auto loans and other commercial assets.
ABCP is typically sponsored by a commercial bank or other financial institution. Commercial paper is usually sold on a discount
basis and typically has a maturity at the time of issuance not exceeding nine months. Such securities, if they meet the criteria
for liquidity established by the Board, will be considered liquid. Consequently, the Fund does not intend to subject such securities
to the 5% limitation applicable to investments in illiquid securities. The commercial paper in which the Fund may invest includes commercial
paper issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933 and corporate
obligations qualifying for resale to certain “qualified institutional buyers” pursuant to Rule 144A under the Securities
Act of 1933. Because the secondary market for Rule 144A securities is generally limited to qualified institutional buyers, there
may be times when the trading market for a particular Rule 144A security held by a Fund may be limited and will be considered illiquid.
In such event, the Advisor will consider appropriate remedies to minimize the effect on the Fund’s liquidity. The Fund, as a non-principal investment strategy, may separately arrange
for guarantees, letters of credit, or other forms of credit enhancement agreements (collectively, “Guarantees”) for
the purpose of further securing the payment of principal and/or interest on the Fund’s investment securities. Although each
investment security, at the time it is purchased, must meet such Fund’s creditworthiness criteria, Guarantees sometimes are
purchased from banks and other institutions (collectively, “Guarantors”) when the Advisor, through yield and credit
analysis, deems that credit enhancement of certain securities is advisable. As a non-fundamental policy, under normal market conditions,
the Fund will limit the value of all investment securities issued or guaranteed by each Guarantor to not more than 10% of the value
of such Fund’s total assets. The Fund may invest as a principal investment strategy in dollar-denominated
obligations of U.S. branches of foreign banks, foreign branches of domestic banks, foreign banks, and foreign corporations. Investment in foreign securities is subject to special investment
risks that differ in some respects from those related to investments in securities of U.S. domestic issuers. These risks include
political, social or economic instability in the country of the issuer, the difficulty of predicting international trade patterns,
the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization
of assets, foreign withholding and income taxation, and foreign trading practices (including higher trading commissions, custodial
charges and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued
by U.S. corporations. The principal markets on which these securities trade may have less volume and liquidity, and may be more
volatile, than securities markets in the United States. In addition, there may be less publicly available information about
a foreign bank or company than about a U.S. domiciled bank or company. Foreign banks and companies generally are not subject to
uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. domestic banks and companies.
There is also generally less government regulation of securities exchanges, brokers and listed companies abroad than in the United
States. Confiscatory taxation or diplomatic developments could also affect investment in those countries. Various provisions of
federal law governing the establishment and operation of domestic branches of foreign banks do not apply to foreign branches of
domestic banks. Obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the
issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental
action in the country in which the foreign bank has its head office. The Fund may invest in funding agreements as a non-principal investment
strategy. Funding agreements are contracts issued by insurance companies that guarantee a return of principal plus some amount
of interest. Funding agreements purchased by the Fund will typically be short-term and provide an adjustable rate of interest.
Funding agreements may or may not allow the Fund to demand repayment of principal after an agreed upon waiting period or upon certain
other conditions. The insurance company may also have a corresponding right to prepay the principal with accrued interest upon
a specified number of days’ notice to the Fund. The maturity date of some funding agreements may be extended upon the mutual
agreement and consent of the insurance company and the Fund. Generally, there is no active secondary market in short-term funding
agreements. Consequently, short-term funding agreements may be considered by the Fund to be illiquid investments and therefore
subject to the Fund’s non-fundamental policy limiting investments in illiquid securities to not more than 5% of total assets. Lending of Portfolio Securities In order to generate additional income, the Fund may lend portfolio
securities representing up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers
of securities. The Fund does so as a principal investment strategy. If the Fund engages in securities lending, distributions paid
to shareholders from the resulting income will not be excludable from a shareholder’s gross income for income tax purposes.
As with other extensions of credit, there may be risks of delay in recovery of the securities or even loss of rights in the collateral
should the borrower of the securities fail financially. In these loan arrangements, the Fund will receive collateral in the form
of cash, U.S. Government securities or other high-grade debt obligations equal to at least 102% of the value of the securities
loaned at the inception of each loan. Collateral is marked to market daily. When the Fund lends portfolio securities, it continues
to be entitled to the interest payable on the loaned securities and, in addition, receives interest on the amount of the loan at
a rate negotiated with the borrower. The Fund will pay a portion of the income earned on the lending transaction to the placing
broker and may pay administrative and custodial fees (including fees to U.S. Bank) in connection with these loans. U.S. Bank acts as securities lending agent for the Fund and receives
separate compensation for such services, subject to compliance with conditions contained in an SEC exemptive order permitting U.S.
Bank to provide such services and receive such compensation. U.S. Bank receives fees up to 20% of the Fund’s net income from
securities lending transactions and pays half of such fees to USBAM for certain securities lending services provided by USBAM.
This may create a financial incentive for USBAM to increase its securities lending revenue by lending out as many portfolio securities
as possible. To safeguard against this potential conflict of interest, the Board has adopted procedures designed to ensure that
the fee arrangement and the other terms governing the relationship between each Fund and U.S. Bank, acting as securities lending
agent for the Fund, are fair. Certain of the debt obligations (including certificates of participation,
variable rate demand notes, commercial paper and other short-term obligations) which the Fund may purchase may be backed by an
unconditional and irrevocable letter of credit, or other form of credit or liquidity support, of a bank, savings and loan association
or insurance company which assumes the obligation for payment and interest in the event of default by the issuer. Only banks, savings
and loan associations, and insurance companies which, in the opinion of the Advisor, are of comparable quality to issuers of other
permitted investments of the Fund, may be used for letter of credit-backed investments. The Fund may invest in loan participation interests as a principal
investment strategy. A loan participation interest represents a pro rata undivided interest in an underlying bank loan. Participation
interests, like the underlying loans, may have fixed, floating, or variable rates of interest. The bank selling a participation
interest generally acts as a mere conduit between its borrower and the purchasers of interests in the loan. The purchaser of an
interest (for example, the Fund) generally does not have recourse against the bank in the event of a default on the underlying
loan. Therefore, the credit risk associated with such instruments is governed by the creditworthiness of the underlying borrowers
and not by the banks selling the interests. If the Fund invests in loan participation interests that can be sold within a seven-day
period, the interests are deemed by the Advisor to be liquid investments. If the Fund invests in loan participation interests that
are restricted from being sold within a seven-day period, the interests are deemed by the Advisor to be illiquid investments and
therefore subject to the Fund’s 5% limitation on investments in illiquid securities. The Fund may invest, to the extent permitted by the 1940 Act, in securities
issued by other money market funds, provided that the permitted investments of such other money market funds constitute permitted
investments of the Fund. The Fund may do so as a non-principal investment strategy. As a shareholder of another investment company,
a Fund would bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees.
These expenses would be in addition to the expenses that the Fund bears directly in connection with its own operations. Investment
companies in which the Fund may invest may also impose a sales or distribution charge in connection with the purchase or redemption
of their shares and other types of commissions or charges. Such charges will be payable by the Funds and, therefore, will be borne
indirectly by their shareholders. The money market funds in which the Fund may invest include other money market funds advised
by the Advisor. The Fund may invest in municipal securities as a principal investment
strategy. Municipal securities include municipal bonds and other debt securities issued by the states and by their local
and special-purpose political subdivisions. The term “municipal bond” as used in this Section includes short-term municipal
notes and other commercial paper issued by the states and their political subdivisions. Two general classifications of municipal bonds are “general
obligation” bonds and “revenue” bonds. General obligation bonds are secured by the governmental issuer’s
pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal
and interest payment obligation. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds,
on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily
are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue
bonds for private facilities are typically paid solely out of rents or other specified payments made to the issuing governmental
entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue
bonds and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid
to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution
control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or
commercial facilities. Revenue bonds which are not backed by the credit of the issuing governmental entity frequently provide a
higher rate of return than other municipal obligations, but they entail greater risk than obligations which are guaranteed by a
governmental unit with taxing power. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly
certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress
which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Fund may invest. The Fund’s investments in municipal bonds and other debt obligations
that are purchased from financial institutions such as commercial and investment banks, savings associations and insurance companies
may take the form of participations, beneficial interests in a trust, partnership interests or any other form of indirect ownership
that allows the Fund to treat the income from the investment as exempt from federal income tax. In addition, the Fund may invest in other federal income tax-free
securities such as (i) tax anticipation notes (“TANs”) and revenue anticipation notes (“RANs”) issued to
finance working capital needs in anticipation of receiving taxes or other revenues, (ii) bond anticipation notes (“BANs”)
that are intended to be refinanced through a later issuance of longer-term bonds, (iii) variable and floating rate obligations
including variable rate demand notes, described below under “—Variable and Floating Rate Instruments,” (iv) tender
option bonds, and (v) participation, trust and partnership interests in any of the foregoing obligations. The obligations of TANs,
RANs, and BANs are generally secured by the anticipated revenues from taxes, grants or bond financing. An investment in such instruments,
however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy
the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable. Tender option bonds are
created when municipal instruments are transferred to a special purpose trust which issues two classes of certificates. The first
class, commonly called floating rate certificates, pays an interest rate that is typically reset weekly based on a specified index.
The second class, commonly called inverse floaters, pays an interest rate based on the difference between the interest rate earned
on the underlying municipal instruments and the interest rate paid on the floating rate certificates, after expenses. In selecting
tender option bonds, the Advisor may consider the creditworthiness of the issuer of the underlying bond deposited in the trust,
the experience of the custodian, and the quality of the sponsor providing the tender option, among other factors. In certain instances,
the tender option may be terminated. Obligations of Banks and Other Financial Services Companies As noted in the Prospectuses, the Fund invests as a principal investment
strategy in U.S. dollar-denominated obligations of domestic and foreign banks with total assets of at least $500 million, including
fixed and variable rate certificates of deposit, time deposits, bankers’ acceptances, and other short-term obligations. Certificates
of deposit are negotiable certificates evidencing the obligation of a bank to repay funds deposited with it for a specified period
of time. Time deposits are non-negotiable deposits maintained in a banking institution for a specified period of time at a stated
interest rate. Time deposits that may be held by a Fund will not benefit from insurance from the Deposit Insurance Fund administered
by the Federal Deposit Insurance Corporation (“FDIC”). Bankers’ acceptances are credit instruments evidencing
the obligation of a bank to pay a draft drawn on it by a customer. These instruments reflect the obligation both of the bank and
of the drawer to pay the face amount of the instrument upon maturity. Bank obligations in which the Fund invests may include uninsured,
direct obligations, bearing fixed, floating or variable interest rates. The Fund may also invest in securities issued by other
financial services companies in various industries as a principal investment strategy. To the extent the Fund invests in securities
issued by domestic and foreign banks and other financial services companies, the Fund’s performance will be susceptible to
the risks associated with the banking and financial services sectors. These sectors are highly dependent on the supply of short-term
financing. The value of securities of issuers in the banking and financial services sectors can be sensitive to changes in government
regulation and interest rates and to economic downturns in the United States and abroad. The Fund, as a non-principal investment strategy, may purchase securities
that provide for the right to resell them to the issuer, a bank or a broker-dealer at a specified price within a specified period
of time prior to the maturity date of such obligations. Such a right to resell, which is commonly known as a “put,”
may be sold, transferred or assigned only with the underlying security or securities. A Fund may pay a higher price for a security
with a put than would be paid for the same security without a put. The primary purpose of purchasing such securities with puts
is to permit the Fund to be as fully invested as practicable in securities while at the same time providing the Fund with appropriate
liquidity. The Fund may engage in repurchase agreements as a principal investment
strategy. A repurchase agreement involves the purchase by a Fund of securities with the agreement that, after a stated period of
time, the original seller (the “counterparty”) will buy back the same securities (“collateral”) at a predetermined
price or yield. Under normal market conditions, repurchase agreements permit the Funds to maintain liquidity and earn income over
periods of time as short as overnight. The Fund may enter into repurchase agreement transactions that are collateralized fully
as defined in Rule 5b-3(c)(1) of the 1940 Act, which has the effect of enabling a Fund to look to the collateral, rather than the
counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. In addition, for the Fund,
collateral may include securities that the Fund is not otherwise permitted to purchase directly, such as long-term government bonds,
investment and non-investment grade corporate bonds, asset- and mortgage-backed securities, collateralized mortgage obligations,
agency real estate mortgage investment conduits, and equity securities. Irrespective of the type of collateral underlying a repurchase
agreement, a Fund must determine that a repurchase obligation with a particular counterparty involves minimal credit risk to the
Fund and otherwise satisfies the credit quality standards applicable to the acquisition of an instrument issued by such counterparty
in compliance with Rule 2a-7. Securities pledged as collateral for repurchase agreements are held
by the custodian bank until the respective agreements mature. The Fund may also invest in tri-party repurchase agreements. Securities
held as collateral for tri-party repurchase agreements are maintained in a segregated account by an unaffiliated third-party custodian
bank until the maturity of the repurchase agreement. The market value of the collateral underlying the repurchase agreement will
be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the
repurchase agreement (including any accrued interest), the Fund will promptly receive additional collateral (so the total collateral
is an amount at least equal to the repurchase price plus accrued interest). Repurchase agreements involve certain risks not associated with direct
investments in securities. If the counterparty defaults on its obligation to repurchase as a result of its bankruptcy or otherwise,
the Fund will seek to sell the collateral, which could involve costs or delays. Although collateral will at all times be maintained
in an amount at least equal to the repurchase price under the agreement (including accrued interest), a Fund would suffer a loss
if the proceeds from the sale of the collateral were less than the agreed-upon repurchase price. As noted above, the Fund may engage
in repurchase agreement transactions that are collateralized by securities that the Fund is not otherwise directly permitted to
purchase, such as long-term government bonds, investment grade corporate bonds and equity securities. These collateral securities
may be less liquid or more volatile than others or less liquid and more volatile than the securities that the Fund is permitted
to purchase directly, thereby increasing the risk that the Fund will be unable to recover fully in the event of a counterparty’s
default and potentially resulting in the Fund owning securities that it is not otherwise permitted to purchase. The Advisor will
monitor the creditworthiness of the firms with which the Fund enters into repurchase agreements. The Fund may invest in securities issued or guaranteed as to principal
or interest by the U.S. Government, or agencies or instrumentalities of the U.S. Government. Making such investments is a principal
investment strategy for the Fund. These investments include direct obligations of the U.S. Treasury, such as U.S. Treasury bonds,
notes, and bills. These Treasury securities are essentially the same except for differences in interest rates, maturities, and
dates of issuance. In addition to Treasury securities, the Fund may invest in securities, such as notes, bonds, and discount notes,
which are issued or guaranteed by agencies of the U.S. Government and various instrumentalities which have been established or
sponsored by the U.S. Government. Except for U.S. Treasury securities, these U.S. Government obligations, even those which are
guaranteed by federal agencies or instrumentalities, may or may not be backed by the “full faith and credit” of the
United States. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally
to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United
States itself in the event the agency or instrumentality does not meet its commitment. The Advisor considers securities guaranteed
by an irrevocable letter of credit issued by a government agency to be guaranteed by that agency. U.S. Treasury obligations include bills, notes and bonds issued by
the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through
the Federal book-entry system, which are known as Separately Traded Registered Interest and Principal Securities (“STRIPS”).
STRIPS are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value
at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security,
and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features,
such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations. A Fund’s
investments in STRIPS will be limited to components with maturities less than or equal to 397 days and the Fund will not actively
trade such components. Variable and Floating Rate Instruments Certain of the obligations in which the Fund may invest may be variable
or floating rate obligations in which the interest rate is adjusted either at predesignated periodic intervals (variable rate)
or when there is a change in the index rate of interest on which the interest rate payable on the obligation is based (floating
rate). Interest rates on these securities are ordinarily tied to, and represent a percentage of, a widely recognized interest rate,
such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified bank. These rates may change as often as twice
daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities
than on the market value of comparable fixed-income obligations. Thus, investing in variable and floating rate securities generally
affords less opportunity for capital appreciation and depreciation than investing in comparable fixed-income securities. Variable
or floating rate obligations may be combined with a put or demand feature (e.g., variable rate demand obligations or notes) that
entitles the holder to the right to demand repayment in full or to resell at a specific price and/or time. Variable or floating
rate obligations with a demand feature enable the Fund to purchase instruments with a stated maturity in excess of 397 calendar
days in accordance with Rule 2a-7, which allows the Fund to consider certain of such instruments as having maturities that are
less than the maturity date on the face of the instrument. Variable and floating rate instruments may include variable amount
master demand notes that permit the indebtedness thereunder to vary in addition to providing for periodic adjustments in the interest
rate. There may be no active secondary market with respect to a particular variable or floating rate instrument. Nevertheless,
the periodic readjustments of their interest rates tend to assure that their value to a Fund will approximate their par value.
Illiquid variable and floating rate instruments (instruments that are not payable upon seven days’ notice and do not have
an active trading market) that are acquired by a Fund are subject to the Fund’s percentage limitations regarding securities
that are illiquid or not readily marketable. USBAM will continuously monitor the creditworthiness of issuers of variable and floating
rate instruments in which the Fund invests and the ability of issuers to repay principal and interest. When-Issued and Delayed Delivery Securities The Fund may purchase securities on a when-issued or delayed delivery
basis, although the Fund does not do so as a principal investment strategy. The settlement dates for these types of transactions
are determined by mutual agreement of the parties and may occur a month or more after the parties have agreed to the transaction.
Securities purchased on a when-issued or delayed delivery basis are subject to market fluctuation and no interest accrues to the
Fund during the period prior to settlement. At the time a Fund commits to purchase securities on a when-issued or delayed delivery
basis, it will record the transaction and thereafter reflect the value, each day, of such security in determining its net asset
value. At the time of delivery of the securities, the value may be more or less than the purchase price. The Fund does not receive
income from these securities until such securities are delivered. The Fund will maintain cash or cash equivalents or other portfolio
securities equal in value to commitments for such when-issued or delayed delivery securities. A Fund will not purchase securities
on a when issued or delayed delivery basis if, as a result thereof, more than 15% of the Fund’s net assets would be so invested. Zero-Coupon and Step-Up Coupon Securities The Fund may invest in zero-coupon securities and step-up coupon securities
as a non-principal investment strategy. These securities are debt securities that do not make regular cash interest payments. Zero-coupon
securities are securities that make no periodic interest payments, but are instead sold at discounts from face value. Step-up coupon
bonds are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay
interest at a series of different rates. If these securities do not pay current cash income, the market prices of these securities
would generally be more volatile and likely to respond to a greater degree to changes in interest rates than the market prices
of securities having similar maturities and credit qualities that pay cash interest periodically. The
Fund generally intends to hold its portfolio securities to maturity. In certain instances, however, a Fund may dispose of its
portfolio securities prior to maturity when it appears such action will be in the best interest of the Fund because of changing
money market conditions, redemption requests, or otherwise. A Fund may attempt to maximize the total return on its portfolio by
trading to take advantage of changing money market conditions and trends or to take advantage of what are believed to be disparities
in yield relationships between different money market instruments. Because the Fund invests in short-term securities and manages
its portfolio as described above in “Investment Restrictions” and “Additional Information Concerning Fund Investments”
and, as set forth in the “Fund Summary” sections of the Fund’s Prospectuses, the Fund’s portfolio will
turn over several times a year. Because brokerage commissions as such are not usually paid in connection with the purchase or
sale of the securities in which the Fund invests and because the transactional costs are small, the high turnover is not expected
to materially affect net asset values or yields. Securities with maturities of less than one year are excluded from required portfolio
turnover rate calculations. Disclosure
of Portfolio Holdings In
order to comply with Rule 2a-7, information concerning the Fund’s portfolio holdings, as well as their weighted average
maturity and weighted average life, is posted on the Fund’s website (www.firstamericanfunds.com) typically five business
days after the end of each month and remains posted on the website for at least six months thereafter. In addition, the Fund files
more detailed portfolio information with the SEC on Form N-MFP no later than five business days after the end of each month, which
becomes publicly available on the SEC’s website (www.sec.gov) 60 days after the end of the month to which the information
pertains. The Fund is also required to file its portfolio holdings schedule with the SEC on a quarterly basis. This schedule is
filed with the Fund’s annual and semi-annual reports on Form N-CSR for the second and fourth fiscal quarters and on Form
N-Q for the first and third fiscal quarters. These filings are generally available within 60 days of the end of the Fund’s
fiscal quarter. A Fund may publish complete portfolio holdings information more frequently if it has a legitimate business purpose
for doing so. The
Fund’s portfolio holdings are also posted on the Fund’s website on a weekly basis, typically on the first business
day of each week. This weekly information generally reflects holdings as of the previous Thursday and remains posted on the website
until the next publication date. Until such time as it is posted, it will be Undisclosed Holdings Information, as defined below,
and subject to the Fund’s procedures regarding the disclosure of Undisclosed Holdings Information. The
Board has adopted policies and procedures (the “Disclosure Policies”), which prohibit the release of information concerning
portfolio holdings, or information derived therefrom (“Undisclosed Holdings Information”), that has not been made
public through SEC filings or the Fund’s website. Different exceptions to this prohibition may apply depending on the type
of third party that receives the Undisclosed Holdings Information. The Disclosure Policies are designed to prevent the use of
portfolio holdings information to trade against the Fund, or otherwise use the information in a way that would harm the Fund,
and to prevent selected investors from having nonpublic information that will allow them to make advantageous decisions with respect
to purchasing and selling Fund shares. Disclosure
within the Advisor and Its Affiliates and to Fund Directors Undisclosed
Holdings Information is provided, or otherwise made available, on a daily basis (a) without prior approval, to individuals who
are employed by the Advisor and who have a need to know the information, such as investment, compliance and treasury personnel,
and (b) to individuals employed by affiliates of the Advisor who are not otherwise entitled to receive such information under
“Disclosure to Fund Service Providers and Prospective Service Providers,” below, if (1) such individuals are subject
to the Advisor’s Code of Ethics, or that of an affiliate, 12 which imposes a duty not to trade on such information; and (2)
the Fund’s Chief Compliance Officer (“CCO”) has determined that improper use of such information by such individuals
is not likely to affect the Fund in any material respect. Undisclosed
Holdings Information also may be provided without prior approval to directors of the Fund and the directors’ service providers,
such as counsel, as part of the materials for regular or special board of directors meetings. Disclosure
to Fund Service Providers and Prospective Service Providers The
Fund’s officers may authorize disclosure of Undisclosed Holdings Information to eligible service providers and prospective
service providers where such service providers require the information in the normal course of business in order to provide services
to the Fund, or in anticipation of providing such services in the future. Undisclosed Holdings Information is provided, or otherwise
made available, to the Advisor (as described above), custodians, auditors, accounting service providers, administrators, transfer
agents, securities lending agents, outside accountants, outside counsel, financial printers, pricing services, companies that
provide analytical or statistical information (including Factset Research Systems and Bloomberg LP), ratings and ranking agencies
(including Morningstar, Lipper Analytical Services, Moody’s, and Standard & Poor’s Corporation), entities that
provide trading, research and other investment-related services, information aggregators (including Crane Data and iMoneyNet),
and financial intermediaries that include the Fund in their investment programs. The Undisclosed Holdings Information may be provided
to eligible service providers as it is required, with any frequency and without any delay, provided that such organization has
entered into a written agreement with the Fund, or the Fund’s authorized service providers, to maintain the information
in confidence and to not use the information for any purpose other than the performance of its contractual responsibilities and
duties. Disclosure
to Investors, Prospective Investors, and Investor Consultants The
Disclosure Policies provide that Undisclosed Holdings Information may be provided to individual and institutional investors, prospective
investors, or investor consultants with the prior approval of the CCO in the specific instance. The CCO will only approve such
disclosure after concluding that it is in the best interests of the Fund in question and its shareholders and if the recipient
has agreed in writing to maintain the information in confidence and not to trade on the basis of any such information that is
material nonpublic information. In considering a request for such approval, the CCO also shall identify and consider any conflict
of interest between the Fund and its shareholders, on the one hand, and the Advisor and its affiliates, on the other, which is
presented by the request. If the CCO determines that there is a conflict of interest, he or she will approve such disclosure only
if he or she determines that such conflict is materially mitigated by the execution of a confidentiality agreement and that, despite
such conflict of interest, disclosure is in the best interests of the relevant Fund and its shareholders. The CCO is responsible
for the creation of a written record that states the basis for the conclusion that the disclosure is in the best interests of
the relevant Fund and its shareholders. Disclosure
as Required by Applicable Law Undisclosed
Holdings Information may be disclosed to any person as required by applicable laws, rules and regulations. For example, such information
may be disclosed in response to regulatory requests for information or in response to legal process in litigation matters. Disclosure
of Limited Holdings Portfolio
managers, analysts and other personnel of the Advisor may discuss portfolio information in interviews with members of the media,
or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their representatives. In no
case will a material number of portfolio holdings be provided that have not yet been posted on the Fund’s website or filed
with the SEC unless the recipient has entered into a written agreement with the Fund to maintain the confidentiality of such information
and not to trade on the basis of any such 13 information that is material nonpublic information. In addition, brokers and dealers
may be provided with individual portfolio holdings in order to obtain bids or bid and asked prices (if securities held by the
Fund are not priced by the Fund’s regular pricing services) or in connection with portfolio transactions. No
Compensation or Consideration Neither
the Fund, nor the Advisor or any affiliate, including the CCO or his or her designee, will solicit or accept any compensation
or other consideration in connection with the disclosure of Undisclosed Holdings Information or information derived therefrom. Chief
Compliance Officer Reports to Fund Board The
CCO must provide a quarterly report to the Board addressing exceptions to these policies and procedures during the preceding quarter,
if any. Detective
and Corrective Action Any
unauthorized release of Undisclosed Holdings Information which comes to the attention of an employee of the Advisor shall be reported
to the CCO. The CCO shall recommend an appropriate sanction to be imposed by the individual’s supervisor if the individual
releasing such information is an employee of the Advisor or other appropriate action if the individual is not an employee of the
Advisor. Designee
of Chief Compliance Officer In
the event of the absence or unavailability of the CCO, all of the obligations of the CCO may be performed by the Advisor’s
Chief Counsel. ***** The
following is a list of persons, other than the Advisor and its affiliates, that have been approved to receive Undisclosed Holdings
Information concerning the Fund; however, certain persons may not receive such information concerning the Fund: ADP
Broker-Dealer, Inc. American
Financial Printing, Inc. Aon
Hewitt Ashland
Partners & Company LLP Bank
of America Merrill Lynch Bank
of Montreal Bank
of New York Mellon Bank
of Nova Scotia Barclays
Capital, Inc. Bloomberg
LP BNP
Paribas Prime Brokerage, Inc. BNP
Paribas Securities Corp. Broadridge
Systems Ceridian
Corporation Charles
Schwab & Co., Inc. Comerica
Bank Country
Financial Crane
Data Credit
Agricole Corporate & Investment Bank Credit
Suisse Securities (USA), LLC Deutsche
Bank Securities, Inc. Dorsey
& Whitney LLP Ernst
& Young LLP FactSet
Research Systems Fitch,
Inc. FT
Interactive Data Goldman
Sachs & Co. HSBC
Bank PLC HSBC
Securities (USA), Inc. iMoneyNet,
Inc. ING
Financial Markets, LLC Jefferies
& Company, Inc. J.P.
Morgan Clearing Corp. J.P.
Morgan Securities, Inc. KPMG
LLP Lipper
Analytical Services Markit Merrill
Lynch Pierce Fenner & Smith, Inc. Moody’s
Investor Services Morgan
Stanley & Co. Morningstar,
Inc. MS
Securities Services, Inc. Piper
Jaffray & Co. Pricing
Direct RBC
Capital Markets Corporation RBS
Securities, Inc. Ropes
& Gray LLP SG
Americas Securities, LLC Societe
Generale NY Standard
& Poor’s Corporation /JJ Kenny Standard
& Poor’s Rating Services State
Street Bank & Trust Co. SunGard
Institutional Brokerage, Inc. SVB
Asset Management TD
Securities (USA) LLC Thomson
Reuters LLC UBS
Securities, LLC Vision
Financial Markets LLC Wells
Fargo Bank, N.A. Wells
Fargo Investments, LLC 14 Directors
and Executive Officers Set
forth below is information about the Directors and the officers of FAF. The Board consists entirely of Directors who are not “interested
persons” of FAF, as that term is defined in the 1940 Act (“Independent Directors”).
Name,
Address and Year
Term
of Office and Length
Held
by David
K. Baumgardner P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1956) CFO,
Smyth Companies, LLC (commercial package printing) (1990 to present). Formerly, Certified
Public Accountant at a large regional CPA firm (1978-1986). Independent Director, First
American Fund Complex since 2016 Mark
E. Gaumond P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1950) Roger
A. Gibson P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1946) Leonard
W. Kedrowski P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1941) 15
Name,
Address and Year
Term
of Office and Length
Held
by Richard
K. Riederer P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1944) James
M. Wade P.O.
Box 1329 Minneapolis,
MN 55440-1329 (1943) 1 16
Name,
Address, and Year Position(s)
Term
of Office and
Principal
Occupation(s) During Past Five Years Eric
J. Thole U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1972)
1 James
D. Palmer U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1964)
1 Jill
M. Stevenson U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1965)
1 Brent
G. Smith U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1981)
1 Ruth
M. Mayr U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1959)
1 Chief
Compliance Officer Re-elected
by the Board
annually; Chief
Compliance Officer
of FAF since January
2011 Gayle
M. Kasmani U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1948)
1 Richard
J. Ertel U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1967)
1 Scott
F. Cloutier U.S.
Bancorp Asset Management, Inc. 800
Nicollet Mall Minneapolis,
MN 55402 (1973)
1 17 1 The
Board is responsible for overseeing generally the operation of the Funds. The Board has approved an investment advisory agreement
with USBAM, as well as other contracts with USBAM, its affiliates, and other service providers. As
noted above, the Board consists entirely of Independent Directors. The Directors also serve as trustees of the Mount Vernon Trust.
Taking into account the number, the diversity and the complexity of the funds overseen by the Directors and the aggregate amount
of assets under management in the Fund Complex, the Board has determined that the efficient conduct of its affairs makes it desirable
to delegate responsibility for certain matters to committees of the Board. These committees, which are described in more detail
below, review and evaluate matters specified in their charters and make recommendations to the Board as they deem appropriate.
Each committee may use the resources of the Funds’ counsel and auditors, counsel to the Independent Directors, if any, as
well as other experts. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or
otherwise. The
Funds are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. The
Board’s role in risk oversight of the Funds reflects its responsibility to oversee generally, rather than to manage, the
operations of the Funds. The actual day-to-day risk management with respect to the Funds resides with USBAM and the other service
providers to the Funds. In line with the Board’s oversight responsibility, the Board receives reports and makes inquiries
at its regular meetings or otherwise regarding various risks. However, the Board relies upon the Funds’ Chief Compliance
Officer, who reports directly to the Board, and USBAM (including its Senior Business Line Risk Manager and other members of its
management team) to assist the Board in identifying and understanding the nature and extent of such risks and determining whether,
and to what extent, such risks may be eliminated or mitigated. Although the risk management policies of USBAM and the other service
providers are designed to be effective, those policies and their implementation vary among service providers and over time, and
there is no guarantee that they will be effective. Not all risks that may affect the Funds can be identified or processes and
controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Funds
or USBAM, its affiliates or other service providers. Standing
Committees of the Board of Directors There
are currently two standing committees of the Board: Audit Committee and Governance Committee. References to the “Funds”
in the committee descriptions below are to the Fund Complex. All committee members are Independent Directors.
Committee
Function Committee
Members Roger
A. Gibson (Chair) David
K. Baumgardner1 Mark
E. Gaumond1 Leonard
W. Kedrowski Richard
K. Riederer James
M. Wade 18
Committee
Function Committee
Members Richard
K. Riederer (Chair) David
K. Baumgardner1 Mark
E. Gaumond1 Roger
A. Gibson Leonard
W. Kedrowski James
M. Wade 1
Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016. The
Governance Committee will consider shareholder recommendations for director nominees in the event there is a vacancy on the Board
or in connection with any special shareholders meeting which is called for the purpose of electing directors. FAF does not hold
regularly scheduled annual shareholders meetings. There are no differences in the manner in which the Governance Committee evaluates
nominees for director based on whether the nominee is recommended by a shareholder. A
shareholder who wishes to recommend a director nominee should submit his or her recommendation in writing to the Chair of the
Board (Mr. Kedrowski) or the Chair of the Governance Committee (Mr. Riederer), in either case at First American Funds, P.O. Box
1329, Minneapolis, Minnesota 55440-1329. At a minimum, the recommendation should include: 19 The
recommendation also can include any additional information that the person submitting it believes would assist the Governance
Committee in evaluating the recommendation. Shareholder recommendations for nominations to the Board will be accepted on an ongoing
basis and will be kept on file for consideration when there is a vacancy on the Board or prior to a shareholders meeting called
for the purpose of electing directors. Director
Ownership of Securities of the Funds or Advisor The
information in the table below discloses the dollar ranges of (i) each Director’s beneficial ownership in FAF, and (ii)
each Director’s aggregate beneficial ownership in all funds within the Fund Complex, including in each case the value of
fund shares elected by Directors in the Directors’ deferred compensation plan. The dollar range disclosed is based on the
value of the securities as of December 31, 2015. 1
Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016. As
of September 30, 2015, none of the Independent Directors or their immediate family members owned, beneficially, or of record,
any securities in (i) an investment advisor or principal underwriter of the Funds or (ii) a person (other than a registered investment
company) directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter
of the Funds. The
Board has determined that each Director should serve or continue to serve as such based on several factors (none of which alone
is decisive). Each Director has served in their role as Director of the Funds since at least October 2006 with the exception of
Messrs. Baumgardner and Gaumond who were appointed effective January 1, 2016. Each Director is knowledgeable or will become knowledgeable
regarding the Funds’ business and service provider arrangements. In addition, each Director other than Messrs. Baumgardner
and Gaumond, has served for a number of years as a director of other funds in the Fund Complex, as indicated in the “Independent
Directors” table above. Among the factors the Board considered when concluding that an individual should serve on the Board
were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s
ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on
the boards of public companies and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences
and attributes would contribute to an appropriate mix of relevant skills, diversity and experience on the Board. The Board believes
that, collectively, the Directors have balanced and diverse qualifications, skills, experiences, and attributes, which allow the
Board to operate effectively in governing the Funds and protecting the interests of shareholders. Information about the specific
qualifications, skills, experiences, and attributes of each Director, which 20 in each case contributed to the Board’s conclusion
that the Director should serve (or continue to serve) as a Director of the Funds, is provided in the “Independent Directors”
table above. Effective
January 1, 2016, FAF pays Directors who are not paid employees or affiliates of the Funds an annual retainer of $165,000 ($250,000
in the case of the Chair). The Audit Committee Chair receives an additional annual retainer of $15,000 and the Governance Committee
Chair receives an additional annual retainer of $12,000. Prior to January 1, 2016, Directors were paid an annual retainer of $145,000
($217,500 in the case of the Chair). The Audit Committee Chair and Governance Committee Chair each received an additional annual
retainer of $11,250. Prior to January 1, 2015, Directors were paid an annual retainer of $120,000 ($198,750 in the case of the
Chair). The Audit Committee Chair and Governance Committee Chair each received an additional annual retainer of $11,250. Prior
to October 6, 2014, and with respect to their service as directors of FAF, Mount Vernon Trust and the Closed-End Funds, Directors
were paid an annual retainer of $160,000 ($265,000 in the case of the Chair). The Audit Committee Chair and Governance Committee
Chair each received an additional annual retainer of $15,000. Directors
also receive $3,500 per day when traveling, on behalf of a Fund, out of town on Fund business which does not involve a Board or
committee meeting. In addition, Directors are reimbursed for their out-of-pocket expenses in traveling from their primary or secondary
residence to Board and committee meetings, on Fund business and to attend mutual fund industry conferences or seminars. The amounts
specified above are allocated evenly among the funds in FAF. Prior
to January 1, 2011, the Directors could elect to defer payment of up to 100% of the fees they received in accordance with a Deferred
Compensation Plan (the “Plan”). Under the Plan, a Director could elect to have his or her deferred fees treated as
if they had been invested in shares of one or more funds and the amount paid to the Director under the Plan would be determined
based on the performance of such investments. Effective January 1, 2011, the Directors may no longer defer payments under the
Plan. The prior deferral of fees in accordance with the Plan will have a negligible impact on Fund assets and liabilities and
will not obligate the Funds to retain any Director or pay any particular level of compensation. The Funds do not provide any other
pension or retirement benefits to Directors. The
following table sets forth information concerning aggregate compensation paid to each Director of FAF (i) by FAF
(column 2), and (ii) by FAF and the Closed-End Funds, collectively (column 5) during the fiscal year ended August 31,
2015. Total compensation reflected does not include the portion of the annual retainer and any additional annual retainer
attributable to Mount Vernon Trust, which is paid to Directors by USBAM. No executive officer or affiliated person of FAF
received any compensation from FAF in excess of $60,000 during such fiscal period. Estimated
Compensation for Fiscal Year Ending August 31, 2016
Name
of Person, Position Aggregate
Pension
or Retirement Benefits Accrued as Estimated
Annual Benefits Upon Retirement Total
Compensation from 1
Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016. 2
For period from Fund inception ([ ], 2016) through August 31, 2016. 3
For period from September 1, 2015 through August 31, 2016. 21 FAF,
USBAM, and Quasar Distributors, LLC have each adopted a Code of Ethics pursuant to Rule 17j-1 of the 1940 Act. Each of these
Codes of Ethics permits personnel to invest in securities for their own accounts, including securities that may be purchased or
held by the Fund. These Codes of Ethics are on public file with, and are available from, the SEC. Investment
Advisory and Other Services for the Funds USBAM,
800 Nicollet Mall, Minneapolis, Minnesota 55402, serves as the investment advisor and manager of the Funds. The Advisor is a wholly
owned subsidiary of U.S. Bank, 800 Nicollet Mall, Minneapolis, Minnesota 55402, the nation’s fifth-largest commercial bank.
U.S. Bank is, in turn, a wholly-owned subsidiary of U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, which is a
regional multi-state bank holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp provides a wide range of financial
services for consumers, businesses, government entities and other financial institutions. At June 30, 2015, U.S. Bancorp and its
subsidiaries had consolidated assets of $419 billion, consolidated deposits of $296.8 billion and shareholders’ equity of
$44.5 billion. Pursuant
to an Investment Advisory Agreement, dated January 20, 1995 (the “Advisory Agreement”), the Funds engaged U.S. Bank,
through its First American Asset Management division (“FAAM”), to act as investment advisor for, and to manage the
investment of, the series of FAF then in existence. The Advisory Agreement was assigned to the Advisor on May 2, 2001. Under the
terms of the Advisory Agreement, the Fund has agreed to pay the Advisor monthly fees calculated on an annual basis equal to 0.10%
of the Fund’s average daily net assets (before any waivers). The
Advisory Agreement requires the Advisor to arrange, if requested by FAF, for officers or employees of the Advisor to serve without
compensation from the Funds as Directors, officers, or employees of FAF if duly elected to such positions by the shareholders
or Directors of FAF. The Advisor has the authority and responsibility to make and execute investment decisions for the Funds within
the framework of the Funds’ investment policies, subject to review by the Board. The Advisor is also responsible for monitoring
the performance of the various organizations providing services to the Funds, including the Funds’ distributor, shareholder
services agent, custodian, and accounting agent, and for periodically reporting to the Board on the performance of such organizations.
The Advisor will, at its own expense, furnish the Funds with the necessary personnel, office facilities, and equipment to service
the Funds’ investments and to discharge its duties as investment advisor of the Funds. In
addition to the investment advisory fee, each Fund pays all of its expenses that are not expressly assumed by the Advisor or any
other organization with which the Fund may enter into an agreement for the performance of services. Each Fund is liable for such
nonrecurring expenses as may arise, including litigation to which the Fund may be a party. FAF may have an obligation to indemnify
its Directors and officers with respect to such litigation. The Advisor will be liable to the Funds under the Advisory Agreement
for any negligence or willful misconduct by the Advisor other than liability for investments made by the Advisor in accordance
with the explicit direction of the Board or the investment objectives and policies of the Funds. The Advisor has agreed to indemnify
the Funds with respect to any loss, liability, judgment, cost or penalty that a Fund may suffer due to a breach of the Advisory
Agreement by the Advisor. The
Advisor may agree to a voluntary fee waiver for the Fund, which will be set forth in the Fund’s Prospectuses. Any such fee
waiver (or reimbursement) may be discontinued at any time. The Advisor also may absorb or reimburse expenses of the Fund from
time to time, in its discretion, while retaining the ability to be reimbursed by the Fund for such amounts prior to the end of
the fiscal year. This practice would have the effect of lowering a Fund’s overall expense ratio and of increasing yield
to investors, or the converse, at the time such amounts are absorbed or reimbursed, as the case may be. 22 Additional
Payments to Financial Intermediaries In
addition to the sales charge payments and the distribution, service and transfer agency fees described in the Prospectuses and
elsewhere in this SAI, the Advisor and/or the Distributor may make additional payments out of its own assets to selected intermediaries
that attract assets to the Fund (such as brokers, dealers, banks, registered investment advisors, retirement plan administrators
and other intermediaries; hereinafter, individually, “Intermediary,” and collectively, “Intermediaries”)
pursuant to arrangements involving sales, distribution, shelf space, sub-accounting, administrative or shareholder processing
services. The
amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend
or offer shares of the Fund to its customers. The Intermediary may elevate the prominence or profile of the Fund within the Intermediary’s
organization by, for example, placing a Fund on a list of preferred or recommended funds, and/or granting the Advisor and/or the
Distributor preferential or enhanced opportunities to promote the Fund in various ways within the Intermediary’s organization. These
payments are made pursuant to negotiated agreements with Intermediaries. The payments do not change the price paid by investors
for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not
reflected in the fees and expenses listed in the fee table section of the Fund’s Prospectuses and described above because
they are not paid by the Fund. The
categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories. Marketing
Support Payments and Program Servicing Payments The
Advisor and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that
are registered as holders or dealers of record for accounts invested in one or more of the First American Funds or that make First
American Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety
of services they provide. Marketing
Support Payments. Services for which an Intermediary receives marketing support payments may include business planning assistance,
advertising, educating the Intermediary’s personnel about the First American Funds in connection with shareholder financial
planning needs, placement on the Intermediary’s preferred or recommended fund company list, and access to sales meetings,
sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling
Fund representatives to participate in and/or present at conferences or seminars, sales or training programs for invited registered
representatives and other employees, client and investor events and other events sponsored by the Intermediary. The
Advisor and/or the Distributor compensates Intermediaries differently depending upon, among other factors, the number or value
of Fund shares that the Intermediary sells or may sell, the value of the assets invested in the Fund by the Intermediary’s
customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing
assistance and educational activities provided by the Intermediary. Such payments are generally asset based but also may include
the payment of a lump sum. Program
Servicing Payments. Services for which an Intermediary receives program servicing payments typically include recordkeeping,
reporting, or transaction processing, but may also include services rendered in connection with Fund/investment selection and
monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary
may perform program services itself or may arrange with a third party to perform program services. 23 Program
servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs, but may
apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services
or support furnished by the Intermediary and are generally asset based. Marketing
Support and Program Servicing Payment Guidelines. In the case of any one Intermediary, marketing support and program servicing
payments are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.47% of the average net assets of Fund
shares attributable to that Intermediary on an annual basis. U.S. Bank, N.A. and its affiliates are eligible to receive payments
that exceed 0.47% of the average net assets of Fund shares attributable to U.S. Bank, N.A. or its affiliates on an annual basis. Other
Payments From
time to time, the Advisor and/or the Distributor, at its expense, may provide other compensation to Intermediaries that sell or
arrange for the sale of shares of the Fund, which may be in addition to marketing support and program servicing payments described
above. For example, the Advisor and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation
networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an
asset based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make
one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary
charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational
charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or
distribution costs; and (iv) at the direction of a retirement plan’s sponsor, reimburse or pay direct expenses of an employee
benefit plan that would otherwise be payable by the plan. When
not provided for in a marketing support or program servicing agreement, the Advisor and/or the Distributor may pay Intermediaries
for enabling the Advisor and/or the Distributor to participate in and/or present at conferences or seminars, sales or training
programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored
events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with
prospecting, asset retention and due diligence trips. These payments may vary depending upon the nature of the event. The Advisor
and/or the Distributor makes payments for such events as it deems appropriate, subject to its internal guidelines and applicable
law. The
Advisor and/or the Distributor occasionally sponsors due diligence meetings for registered representatives during which they receive
updates on the Fund and are afforded the opportunity to speak with portfolio managers. Invitations to these meetings are not conditioned
on selling a specific number of shares. Those who have shown an interest in the Fund, however, are more likely to be considered.
To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses
in attending these meetings may be covered by the Advisor and/or the Distributor. Certain
affiliates of the Advisor and employees of the Advisor may receive cash compensation from the Advisor and/or the Distributor in
connection with establishing new client relationships with the First American Funds. Total compensation of employees of the Advisor
and/or the Distributor with marketing and/or sales responsibilities is based in part on their generation of new client relationships,
including new client relationships with the First American Funds. Other
compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors
can ask their Intermediary for information about any payments it receives from the Advisor and/or the Distributor and the services
it provides for those payments. Investors
may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to
Fund shares. 24 Intermediaries Receiving
Additional Payments The following
is a list of Intermediaries eligible to receive one or more of the types of payments discussed above as of June 10, 2016: ADP Broker-Dealer, Inc. American Enterprise Investment Services,
Inc. Ameriprise Financial Services, Inc. Bank of New York Mellon (The) Benefit Plans Administrative Services,
Inc. Benefit Trust Company Charles Schwab & Co., Inc. Comerica Bank Country Trust Bank Digital Retirement Solutions, Inc. ExpertPlan, Inc. Fidelity Brokerage Services LLC /
National Financial Services LLC / Fidelity Investments Institutional Operations Company,
Inc. Goldman, Sachs & Co. GWFS Equities, Inc. Hartford Securities Distribution Company,
Inc. Hightower Securities, LLC ICMA Retirement Corporation ING Life Insurance and Annuity Company
/ ING Institutional Plan Services LLC J.M. Lummis Securities, Inc. J.P. Morgan Clearing Corp. Janney Montgomery Scott LLC LaSalle Bank National Association Lincoln Retirement Services Company
LLC / AMG Service Corp. LPL Financial LLC Marshall & Ilsley Trust Company,
N.A. Massachusetts Mutual Life Insurance
Company Mercer HR Outsourcing LLC Merrill Lynch, Pierce, Fenner &
Smith Incorporated Merriman Curhan Ford & Co. Mid Atlantic Capital Corporation MSCS Financial Services, LLC My Treasury Limited Nationwide Financial Services, Inc. Newport Retirement Services, Inc. Pershing LLC Piper Jaffray & Company Principal Life Insurance Company RBC Dain Rauscher, Inc. Reliance Trust Company Robert W. Baird & Co., Inc. State Street Global Advisors SunGard Institutional Brokerage, Inc. SVB Asset Management TD Ameritrade Trust Company TIAA-CREF Individual & Institutional
Services, LLC Treasury Curve, LLC U.S. Bancorp Fund Services, LLC 25 U.S. Bancorp Investments, Inc. U.S. Bank, N.A. Union Bank, N.A. VALIC Retirement Services Company Wells Fargo Securities, LLC Wilmington Trust Company Wilmington Trust Retirement and Institutional
Services Company Any additions,
modification or deletions to the list of Intermediaries identified above that have occurred since June 10, 2016, are not reflected. U.S. Bancorp Asset
Management, Inc. (the “Administrator”) serves as administrator pursuant to an Administration Agreement between the
Administrator and the Funds, dated as of July 1, 2006. Under the Administration Agreement, the Administrator provides, or compensates
others to provide, services to the Funds. These services include various oversight and legal services, accounting services and
shareholder services. The Funds pay the Administrator fees which are calculated daily and paid monthly. Such fees are equal to
each Fund’s pro rata share of an amount equal, on an annual basis, to 0.20% of the aggregate average daily Class A share
net assets and 0.15% of the aggregate average daily net assets for all other share classes of the Funds up to $8 billion, 0.185%
for Class A shares and 0.135% for all other share classes on the next $17 billion of aggregate average daily net assets, 0.17%
for Class A shares and 0.12% for all other classes on the next $25 billion of aggregate average daily net assets, and 0.15% for
Class A shares and 0.10% for all other classes of the aggregate average daily net assets in excess of $50 billion. The Administrator
pays a portion of such fees to U.S. Bancorp Fund Services, LLC (“USBFS”), 615 East Michigan Street, Milwaukee, WI
53202, pursuant to a Sub-Administration Agreement dated July 1, 2005 whereby USBFS provides various sub-administration services.
USBFS is a wholly-owned subsidiary of U.S. Bancorp. Effective July
1, 2005, FAF entered into a Shareholder Service Plan and Agreement with USBAM, under which USBAM agreed to provide FAF, or enter
into written agreements with other service providers pursuant to which the service providers will provide FAF, with non-distribution-related
services to shareholders of Class A, Class D, Class T, and Class Y shares. The Shareholder Service Plan and Agreement was amended
effective February 22, 2006, to add Class V shares. In the Shareholder
Services Plan and Agreement, USBAM agreed that the services provided thereunder will in no event be primarily intended to result
in the sale of Fund shares. Pursuant to the Shareholder Service Plan and Agreement, the Funds have agreed to pay USBAM a fee at
an annual rate of 0.25% of the average net asset value of the Class A, Class D, and Class Y shares, a fee at an annual rate of
0.20% of the average net asset value of the Class T shares, and a fee at an annual rate of 0.10% of the average net asset value
of the Class V shares computed daily and paid monthly. USBFS serves as
the Funds’ transfer agent pursuant to a Transfer Agency and Shareholder Servicing Agreement between USBFS and the Funds
dated July 1, 2006. Pursuant to the Transfer Agency and Shareholder Servicing Agreement, the Funds are charged transfer agent
fees on a per shareholder account basis, subject to a minimum per share class fee. These fees are charged to each Fund based on
the number of accounts within the Fund. The Fund reimburses USBFS for out-of-pocket expenses incurred in providing transfer agent
services. 26 Quasar Distributors,
LLC serves as the distributor for the Funds’ shares pursuant to distribution agreements applicable to the various share
classes. These agreements are referred to collectively as the “Distribution Agreements.” The Distributor is a wholly
owned subsidiary of U.S. Bancorp. Fund shares and
other securities distributed by the Distributor are not deposits or obligations of, or endorsed or guaranteed by, U.S. Bank or
its affiliates, and are not insured by the Deposit Insurance Fund, which is administered by the FDIC. Under the Distribution
Agreements, the Distributor has agreed to perform all distribution services and functions of the Funds to the extent such services
and functions are not provided to the Funds pursuant to another agreement. The shares of the Funds are distributed through the
Distributor and through securities firms, financial institutions (including, without limitation, banks) and other industry professionals
(the “Participating Institutions”) which enter into sales agreements with the Distributor to perform share distribution
or shareholder support services. Under the Distribution
Agreements, the Funds pay the Distributor distribution and/or shareholder servicing fees in connection with Class A and Class
D shares. The Distributor receives no compensation for distribution or shareholder servicing of the Class T, Class V, Class Y,
and Class Z. The Distribution
Agreements provide that they will continue in effect for a period of more than one year from the date of their execution only
so long as such continuance is specifically approved at least annually by the vote of a majority of the Board and by the vote
of the majority of those Board members who are not interested persons of FAF and who have no direct or indirect financial interest
in the operation of FAF’s Rule 12b-1 Plan or in any agreement related to such plans. FAF has also adopted
Plans of Distribution with respect to the Class A and Class D shares of the Funds pursuant to Rule 12b-1 under the 1940 Act (collectively,
the “Plans”). Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing
any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under Rule 12b-1.
Each of the Plans is a “compensation-type” plan under which the Distributor is entitled to receive the fees payable
regardless of whether its actual distribution expenses are more or less than the amount of the fees. The distribution fees under
the Plans are used for the primary purpose of compensating broker-dealers for their sale of fund shares. The shareholder servicing
fees payable under the Plans are used for the primary purpose of compensating third parties for their provision of services to
Fund shareholders. The Class A shares
pay to the Distributor a distribution fee at an annual rate of 0.25% of the average daily net assets of the Class A shares. The
fee may be used by the Distributor to compensate brokers for providing distribution-related services with respect to the Class
A shares. This fee is calculated and paid each month based on average daily net assets of Class A shares of each Fund for that
month. The Class D shares
of each Fund pay a distribution fee to the Distributor monthly at the annual rate of 0.15% of each Fund’s Class D share
average daily net assets. The fee may be used by the Distributor to compensate brokers for providing distribution-related services
with respect to the Class D shares. This fee is calculated and paid each month based on average daily net assets of Class D shares
of each Fund for that month. The Plan recognizes
that the Distributor, any Participating Institution, the Administrator, and the Advisor, in their discretion, may from time to
time use their own assets to pay for certain additional costs in connection with the distribution or shareholder servicing of
Class A and Class D shares of the Funds. Any such arrangements to pay such additional costs may be commenced or discontinued by
the Distributor, any Participating Institution, the Administrator, or the Advisor at any time. 27 Custodian and Independent Registered
Public Accounting Firm Custodian U.S. Bank (the
“Custodian”), 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212, acts as custodian of the Funds’ assets
and portfolio securities pursuant to a Custodian Agreement between First Trust National Association (“First Trust”)
and the Funds. First Trust’s rights and obligations under the Custodian Agreement were assigned to U.S. Bank pursuant to
an Assignment and Assumption Agreement between First Trust and U.S. Bank. The Custodian takes no part in determining the investment
policies of the Funds or in deciding which securities are purchased or sold by the Funds. The duties of the Custodian are limited
to receiving and safeguarding the assets and securities of the Funds and to delivering or disposing of them pursuant to the Funds’
order. As compensation
for its services as custodian to the Funds, the Custodian is paid a monthly fee calculated on an annual basis equal to 0.005%
of each such Fund’s average daily net assets. In addition, the Custodian is reimbursed for its out-of-pocket expenses incurred
while providing services to the Funds. The Custodian continues to serve so long as its appointment is approved at least annually
by the Board including a majority of the Directors who are not “interested persons” of FAF, as that term is defined
in the 1940 Act. Independent
Registered Public Accounting Firm Ernst & Young
LLP, 220 South Sixth Street, Suite 1400, Minneapolis, Minnesota 55402, serves as the Fund’s independent registered public
accounting firm, providing audit services, including audits of the annual financial statements. Because the Fund
invests primarily in short-term debt obligations, the probability of the Fund or USBAM receiving a proxy request on behalf of
the Fund is remote. Nonetheless, the Fund has adopted Proxy Voting Policies and Procedures that delegate the responsibility of
voting proxies to USBAM. The Proxy Voting Policies and Procedures of the Fund is attached as Appendix A. Each year the First American family
of funds files its proxy voting records with the SEC and makes them available by August 31 for the 12-month period ending
June 30 of that year. The records can be obtained, without charge and upon request, by calling 800 677-3863 and on the
SEC’s website at www.sec.gov. The Fund’s
portfolios are almost exclusively composed of fixed income securities and most of the portfolio transactions are made directly
with the issuer of the securities or with broker-dealers acting for their own account or as agents. A Fund does not usually pay
brokerage commissions on purchases and sales of fixed income securities, although the price of the securities generally includes
compensation, in the form of a spread or mark-up or mark-down, which is not disclosed separately. The Advisor determines
the broker-dealers with or through which the Fund’s securities transactions are executed. The primary consideration in placing
a portfolio transaction with a particular broker-dealer is efficiency in executing orders and obtaining the most favorable net
prices for the Fund under the circumstances of each particular transaction. More specifically, the Advisor considers the full
range and quality of the services offered by a broker-dealer. The determination may include the competitiveness of price; access
to desirable securities; willingness and ability to execute difficult or large transactions; value, nature, and quality of any
brokerage and research products and services provided; financial responsibility (including willingness to commit capital) of the
broker-dealer; ability to minimize market impact; maintenance of the confidentiality of orders; responsiveness of the broker-dealer
to the Advisor; and ability to settle trades. For transactions where competitiveness of price is the determining factor, all 28 other
factors being equal, the Advisor will seek to obtain more than one offer or bid on purchases and sales of securities to the extent
they are available. The Advisor may, however, select a dealer to effect a particular transaction without communicating with all
dealers who might be able to effect such transaction because of the volatility of the market and the Advisor’s desire to
accept a particular price for a security because the price offered by the dealer meets the Advisor’s guidelines for profit,
yield, or both. While it is the Advisor’s policy to seek the most advantageous price on each transaction, there is no assurance
it will be successful in doing so on every transaction. When consistent
with the best execution objectives described above, business may be placed with broker-dealers who furnish brokerage and research
products and services to the Advisor. Such brokerage and research products and services would include advice, both directly and
in writing, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability
of securities or purchasers or sellers of securities, as well as analyses and reports concerning issues, industries, securities,
economic factors and trends and portfolio strategy. The research products and services may allow the Advisor to supplement its
own investment research activities and enable it to obtain the views and information of individuals and research staffs of many
different securities firms prior to making investment decisions for the Fund. To the extent portfolio transactions are effected
with broker-dealers who furnish research services, the Advisor would receive a benefit, which is not capable of evaluation in
dollar amounts, without providing any direct monetary benefit to the Funds from these transactions. As a general matter, the brokerage
and research products and services that the Advisor receives from broker-dealers are used to service all of the Advisor’s
accounts. However, any particular brokerage and research product or service may not be used to service each and every account,
and may not benefit the particular accounts that generated the brokerage commissions used to acquire the product or service. The Advisor has
not entered into any formal or informal agreements with any broker-dealers, and does not maintain any “formula” that
must be followed in connection with the placement of the Fund’s portfolio transactions in exchange for brokerage and research
products and services provided to the Advisor. The Advisor may, from time to time, maintain an informal list of broker-dealers
that will be used as a general guide in the placement of Fund business in order to encourage certain broker-dealers to provide
the Advisor with brokerage and research products and services, which the Advisor anticipates will be useful to it. Any list, if
maintained, would be merely a general guide, which would be used only after the primary criteria for the selection of broker-dealers
(discussed above) has been met, and, accordingly, substantial deviations from the list could occur. While it is not expected that
any Fund will pay brokerage commissions, if it does, the Advisor would authorize the Fund to pay an amount of commission for effecting
a securities transaction in excess of the amount of commission another broker-dealer would have charged only if the Advisor determined
in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided
by such broker-dealer, viewed in terms of either that particular transaction or the Advisor’s overall responsibilities with
respect to the Funds. Generally,
the Advisor does not aggregate or “bunch” fixed income securities orders. The Advisor may, however, bunch orders in
the same fixed income securities for all accounts, provided that no account is favored over any other participating account, in
an effort to obtain best execution at the best price available. Any subsequent order for the same security is treated as a separate
order, which may be aggregated with remaining unfilled orders for the same security. In some cases, this system could have a detrimental
effect on the price or volume of the security as far as each account is concerned. In other cases, however, the ability of the
accounts to participate in volume transactions will produce better executions for each account. It is the Advisor’s policy
to allocate investment opportunities among all accounts in a fair and equitable manner that does not systematically favor one
account over any other, by providing buy and sell opportunities to all accounts. Orders for fixed income securities will be allocated
across participating accounts using one of three approved allocation methods: pro rata allocation, pro rata excluding accounts
for which transaction and processing costs would exceed the expected benefit of the trade, and the good faith judgment method.
Selection of the allocation method will consider one or more of the following factors: 29 The Fund
does not effect brokerage transactions in its portfolio securities with any broker-dealer affiliated directly or indirectly with
the Advisor or the Distributor unless such transactions, including the frequency thereof, the receipt of commissions payable in
connection therewith, and the selection of the affiliated broker-dealer effecting such transactions, are not unfair or unreasonable
to the shareholders of the Fund, as determined by the Board. Any transactions with an affiliated broker-dealer must be on terms
that are both at least as favorable to the Fund as such Fund can obtain elsewhere and at least as favorable as such affiliated
broker-dealer normally gives to others. Each share of
the Fund’s $.01 par value common stock is fully paid, nonassessable, and transferable. Shares may be issued as either full
or fractional shares. Fractional shares have pro rata the same rights and privileges as full shares. Shares of the Fund have no
preemptive or conversion rights. Each share of
the Fund has one vote. On some issues, such as the election of Directors, all shares of the Fund vote together as one series.
The shares do not have cumulative voting rights. Consequently, the holders of more than 50% of the shares voting for the election
of Directors are able to elect all of the Directors if they choose to do so. On issues affecting only a particular Fund or class,
the shares of that Fund or class will vote as a separate series. Examples of such issues would be proposals to alter a fundamental
investment restriction pertaining to a Fund or to approve, disapprove or alter a distribution plan pertaining to a class. The Bylaws of
FAF provide that annual shareholders’ meetings are not required and that meetings of shareholders need be held only with
such frequency as required under Minnesota law and the 1940 Act. As of the date
of this Statement of Additional Information, there were no shares of the Fund outstanding. Net Asset
Value and Public Offering Price The public offering
price of the shares of a Fund generally equals the Fund’s net asset value. The net asset value per share of a Fund is calculated
on each day the Fund is open for business at the time indicated in the Fund’s Prospectuses. The net asset value may be calculated
early on any business day when the bond markets close early (typically on the business day preceding a Federal holiday). The Fund
is generally open for business each day that the Federal Reserve Bank of New York (the “Federal Reserve”) is open,
except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
Thanksgiving Day, and Christmas Day. A Fund may close when the Federal Reserve is open and the NYSE is closed, such as Good Friday.
To the extent that the securities of a Fund are traded on days that the Fund is not open for business, the Fund’s net asset
value per share may be affected on days when investors may not purchase or redeem shares. 30 Valuation
of Portfolio Securities The Fund’s
portfolio securities are valued on the basis of the amortized cost method of valuation. This involves valuing an instrument at
its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods
during which value, as determined by amortized cost, is higher or lower than the price a Fund would receive if it sold the instrument.
During periods of declining interest rates, the daily yield on shares of a Fund computed as described above may tend to be higher
than a like computation made by a fund with identical investments utilizing a method of valuation based upon market prices and
estimates of market prices for all of its portfolio instruments. Thus, if the use of amortized cost by a Fund resulted in a lower
aggregate portfolio value on a particular day, a prospective investor in the Fund would be able to obtain a somewhat higher yield
than would result from investment in a fund utilizing solely market values, and existing investors in the Fund would receive less
investment income. The converse would apply in a period of rising interest rates. The valuation
of the Fund’s portfolio instruments based upon their amortized cost and the concomitant maintenance of each Fund’s
per share net asset value of $1.00 is permitted in accordance with Rule 2a-7, under which the Fund must adhere to certain conditions,
including the conditions described above under “Investment Restrictions – Additional Restrictions.” It is the
normal practice of the Fund to hold portfolio securities to maturity and realize par unless such sale or other disposition is
mandated by redemption requirements or other extraordinary circumstances. The Board must establish procedures designed to stabilize,
to the extent reasonably possible, the Fund’s price per share as computed for the purpose of sales and redemptions at a
single value. It is the intention of each Fund to maintain a per share net asset value of $1.00. Such procedures will include
review of each Fund’s portfolio holdings at such intervals as the Board may deem appropriate, to determine whether the Fund’s
net asset value calculated by using available market quotations deviates from $1.00 per share and, if so, whether such deviation
may result in material dilution or is otherwise unfair to existing shareholders. In the event the Board determines that a deviation
which may have such a result exists, they will take such corrective action as they regard as necessary and appropriate. The Fund intends
to qualify and to elect to be treated each year as a regulated investment company under Subchapter M of the Internal Revenue Code
(the “Code”). If so qualified, the Fund will not be liable for federal income taxes to the extent it distributes its
taxable income to its shareholders. The Fund expects
to distribute net realized short-term capital gains (if any) once each year, although it may distribute them more frequently if
necessary in order to maintain the Fund’s net asset value at $1.00 per share. Distributions of net investment income and
net short-term capital gains are taxable to investors as ordinary income. Under the Code,
the Fund is required to withhold 28% of reportable payments (including dividends, capital gain distributions, if any, and redemptions)
paid to certain shareholders who have not certified that (i) the social security number or taxpayer identification number supplied
by them is correct and (ii) they are not subject to backup withholding because of previous under reporting to the IRS. These backup
withholding requirements generally do not apply to shareholders that are corporations or governmental units or certain tax-exempt
organizations. Additional
Information about Purchasing and Redeeming Shares Under certain
circumstances, if no activity occurs in an account within a time period specified by state law, your shares in the fund may be
transferred to that state. 31 Investment professionals
or financial institutions may charge their customers a processing or service fee in connection with the purchase or redemption
of Fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual investment
professional or financial institution. Processing or service fees typically are fixed, nominal dollar amounts and are in addition
to the sales and other charges described in the Prospectuses and this SAI. Your investment professional or financial institution
will provide you with specific information about any processing or service fee you will be charged. Receipt of Orders by Financial
Intermediaries The Fund has authorized
one or more Intermediaries to receive purchase and redemption orders on the Fund’s behalf. Intermediaries are authorized
to designate other intermediaries to receive purchase and redemption orders on the Fund’s behalf. A Fund will be deemed
to have received a purchase or redemption order when an authorized Intermediary or, if applicable, an Intermediary’s authorized
designee, receives the order. An order will be priced at the applicable Fund’s net asset value next computed after the order
is received by an authorized Intermediary or the Intermediary’s authorized designee and accepted by the Fund. A shareholder
may redeem shares of a Fund, if he or she elects the privilege on the initial shareholder application, by calling his or her financial
institution to request the redemption. Pursuant to instructions received from the financial institution, redemptions will be made
by check, by ACH transaction, or by wire transfer. Shareholders who
did not purchase their shares through a financial institution may redeem Fund shares by telephoning 800 677-3863. At the shareholder’s
request, redemption proceeds will be paid by check and mailed to the shareholder’s address of record, or ACH or wire transferred
to the shareholder’s account at a domestic commercial bank that is a member of the Federal Reserve System, normally within
one business day, but in no event longer than seven days after the request. ACH and wire instructions must be previously established
in the account or provided in writing. The minimum amount for a wire transfer is $1,000. If at any time a Fund determines it necessary
to terminate or modify this method of redemption, shareholders will be promptly notified. In the event of
drastic economic or market changes, a shareholder may experience difficulty in redeeming shares by telephone. If this should occur,
another method of redemption should be considered. Neither the Administrator nor the Fund will be responsible for any loss, liability,
cost or expense for acting upon wire transfer instructions or telephone instructions that they reasonably believe to be genuine.
The Administrator and the Fund will each employ reasonable procedures to confirm that instructions communicated are genuine. These
procedures may include recording of telephone conversations. To ensure authenticity of redemption or exchange instructions received
by telephone, the Administrator examines each shareholder request by verifying the account number and/or tax identification number
at the time such request is made. The Administrator subsequently sends confirmation of both exchange sales and exchange purchases
to the shareholder for verification. If reasonable procedures are not employed, the Administrator and the Fund may be liable for
any losses due to unauthorized or fraudulent telephone transactions. Shareholders may
redeem Fund shares by sending a written request to their investment professional, their financial institution, or the Fund. The
written request should include the shareholder’s name, the Fund name, the account number, and the share or dollar amount
requested to be redeemed, and should be signed exactly as the shares are registered. Shareholders should call the Funds, shareholder
servicing agent or financial institution for assistance in redeeming by mail. A check for redemption proceeds normally is mailed
within one business day, but in no event more than seven business days, after receipt of a proper written redemption request. 32 Shareholders requesting
a redemption of $50,000 or more, a redemption of any amount to be sent to an address other than that on record with the Funds,
or a redemption payable other than to the shareholder of record, must have signatures on written redemption requests guaranteed
by: The Fund does
not accept signatures guaranteed by a notary public. The Fund and the
Transfer Agent have adopted standards for accepting signature guarantees from the above institutions. The Fund may elect in the
future to limit eligible signature guarantees to institutions that are members of a signature guarantee program. The Fund and
the Transfer Agent reserve the right to amend these standards at any time without notice. Redeeming Shares By Checking
Account – Class A Shares Only At the shareholder’s
request, the Transfer Agent will establish a checking account for redeeming Fund shares. With a Fund checking account, shares
may be redeemed simply by writing a check for $100 or more, unless your investment professional or financial institution requires
a higher minimum. The redemption will be made at the net asset value on the date that the Transfer Agent presents the check to
a Fund. A check may not be written to close an account. If a shareholder wishes to redeem shares and have the proceeds available,
a check may be written and negotiated through the shareholder’s bank. Checks should never be sent to the Transfer Agent
to redeem shares. Copies of canceled checks are available upon request. A fee is charged for this service. For further information,
contact the Funds. Redemption Before Purchase Instruments
Clear When shares are
purchased by check or with funds transferred through the Automated Clearing House, the proceeds of redemption of those shares
are not available until the Transfer Agent is reasonably certain that the purchase payment has cleared, which could take up to
15 calendar days from the purchase date. Exchanging Shares among Fund Families The Fund is offered
as money market exchange vehicles for certain other mutual fund families that have entered into agreements with the Fund’s
distributor or transfer agent. If you are using the Fund as such an exchange vehicle, you may exchange your shares only for shares
of the funds in that other mutual fund family; you may not exchange your shares for shares of another Fund. You may be assessed
certain transactional or service fees by your original mutual fund family in connection with any such exchange. In addition, you
may be subject to the following CDSC schedules of such fund family, also described below and believed to be current through the
date of this SAI. 33 The Fund reserves
the right, upon notice, to charge you a fee to cover the costs of special requests for information that require extensive research
or employee resources. Such requests could include a request for historical account transcripts or the retrieval of a significant
number of documents. The Fund’s
investments are limited to securities that, at the time of acquisition, are “Eligible Securities.” Eligible Securities
include, among others, securities that are rated by two Nationally Recognized Statistical Rating Organizations in one of the two
highest categories for short-term debt obligations, such as A-1 or A-2 by Standard & Poor’s Rating Services, a division
of The McGraw-Hill Companies, Inc., or Prime-1 or Prime-2 by Moody’s Investors Service, Inc. A-1. A
short-term obligation rated “A-1” is rated in the highest category by Standard & Poor’s. The obligor’s
capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is
extremely strong. A-2. A
short-term obligation rated “A-2” is somewhat more susceptible to the adverse effects of changes in circumstances
and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial
commitment on the obligation is satisfactory. Prime-1.
Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations.
Prime-1 repayment ability will often be evidenced by many of the following characteristics: Prime-2.
Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations.
This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage
ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected
by external conditions. Ample alternate liquidity is maintained. 34 As of the date
of this SAI, the fund had not yet commenced operations and had no financial highlights to report. 35 Proxy Voting
- Fund First American Funds Effective
Date: 10/31/2014 Regulatory Highlights Registered investment management
companies are required to provide disclosure about how they vote proxies relating to portfolio securities they hold and to
disclose the policies and procedures that they use to determine how to vote proxies relating to portfolio securities. They
are also required to file with the SEC and to make available to shareholders the specific proxy votes that they cast in
shareholder meetings of issuers of portfolio securities. An investment adviser voting proxies on behalf of a fund must
do so in a manner consistent with the best interests of the fund and its shareholders. Regulatory Requirements Policy
Objective Statement The objective of this policy is to
ensure that proxies voted on behalf of the Funds were voted in a manner consistent with the best interests of the Funds and their
shareholders. Entities
Affected First American Funds, Inc. and Mount
Vernon Securities Lending Trust Exceptions
and Entities Excluded Institutional Advisory Clients are
covered by a separate policy. Terms Compliance Control
Procedures Conflicts of Interest As an affiliate of U.S. Bancorp,
a large multi-service financial institution, USBAM recognizes that there are circumstances wherein it may have a perceived or
real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients
or potential clients of some part of the U.S. Bancorp enterprise. Directors and officers of such companies may have personal or
familial relationships with the U.S.Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest. 36 Preventative Control Procedures Detective Control Procedures Corrective Control Procedures Certain Funds participate in
U.S. Bank’s securities lending program. If a portfolio security is on loan as of the shareholder meeting record date, then
the Funds will not have the right to vote the proxies. 37 Preventative Control Procedures Detective Control Procedures Preventative Control Procedures Failure
to Comply USBAM strives to operate ethically
and lawfully and requires all employees to conduct their activities in accordance with USBAM policies and applicable rules and
regulations. USBAM encourages and expects all employees to report any potential or suspected activities that may be considered
fraudulent or illegal in nature, or could potentially damage the reputation of the USBAM and/or the Funds. Employees should report
such activities to one of the individuals listed below. Employee’s immediate supervisor
or other Advisor senior manager USBAM Chief Executive Officer USBAM Legal Counsel USBAM/Fund Chief Compliance Officer USBAM does not tolerate any retaliatory
action against any individual for good-faith reporting of ethics violations, illegal conduct, suspicious activity or other serious
issues. Allegations of retaliation will be appropriately investigated and, if substantiated, appropriate disciplinary action will
be taken, up to and including termination. Diligent enforcement of non-retaliation measures is vital to the success of the reporting
process because employees must feel they can report problems without fear of reprisals. Employees may report suspected retaliation
to USBAM/Fund Chief Compliance Officer; USBAM Chief Executive Officer; employee’s immediate supervisor or other senior manager,
or to the USBAM Human Resource Contact. Failure of an employee to
comply with all policies, rules and regulations may lead to disciplinary action. Such actions may include: documenting the incident
of non-compliance in the employee’s personnel file, a fine, suspension of trading privileges and termination of employment.
Serious violations may result in monetary fines, censure, suspension or result in other sanctions including the loss of certain
licenses. 38 Policy Owner Responsible
Parties Related
Policies Related
Disclosures 39 FIRST
AMERICAN FUNDS, INC. PART
C: OTHER INFORMATION Item
28. Exhibits (a)(1) Amended
and Restated Articles of Incorporation, as amended through January 20, 1995 (Incorporated by reference to Exhibit (1) to Post-Effective
Amendment No. 22, filed on January 22, 1996 (File Nos. 002-74747 and 811-03313)). (a)(2) Certificate
of Designation dated October 2, 1997, designating Class A, B, C and D shares for Tax Free Obligations Fund and Class A shares
for Treasury Obligations Fund (Incorporated by reference to Exhibit (1)(b) to Post-Effective Amendment No. 25, filed on October
7, 1997 (File Nos. 002-74747 and 811-03313)). (a)(3) Certificate
of Designation dated March 2, 1998, designating Class A or Retail shares for Government Obligations Fund (Incorporated by reference
to Exhibit (1)(b) to Post-Effective Amendment No. 28, filed on March 3, 1998 (File Nos. 002-74747 and 811-03313)). (a)(4) Certificate
of Designation dated June 1, 2001, designating Class A, Y and S shares of Ohio Tax Free Obligations Fund; Class I and S shares
of Prime Obligations Fund; Class S shares of Government Obligations Fund; Class S shares of Treasury Obligations Fund; and Class
S shares of Tax Free Obligations Fund (Incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No. 36, filed on
June 27, 2001 (File Nos. 002-74747, 811-03313)). (a)(5) Articles
of Amendment to Articles of Incorporation dated November 26, 2001 (Incorporated by reference to Exhibit (a)(3) to Post-Effective
Amendment No. 40, filed on November 30, 2001 (File Nos. 002-74747, 811-03313)). (a)(6) Certificate
of Designation dated June 5, 2003, designating Class Z shares of Prime Obligations Fund (Incorporated by reference to Exhibit
(a)(4) to Post-Effective Amendment No. 44, filed on June 6, 2003 (File Nos. 002-74747, 811-03313)). (a)(7) Certificate
of Designation dated December 2003, designating Class Z shares of Government Obligations Fund, Tax Free Obligations Fund, and
Treasury Obligations Fund (Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No. 47, filed on December 1,
2003 (File Nos. 002-74747, 811-03313)). (a)(8) Certificate
of Designation dated September 20, 2004, designating Class A, D, Y and Z shares of U.S. Treasury Money Market Fund (Incorporated
by reference to Exhibit (a)(6) to Post-Effective Amendment No. 50, filed on October 15, 2004 (File Nos. 002-74747, 811-03313)). (a)(9) Certificate
of Designation dated May 5, 2005, designating Reserve shares of Treasury Obligations Fund (Incorporated by reference to Exhibit
(1)(i) to the initial registration statement on Form N-14, filed on May 20, 2005 (File Nos. 333-125098, 811-03313)). (a)(10) Articles
of Amendment to Articles of Incorporation dated August 30, 2005 (Incorporated by reference to Exhibit (a)(10) to Post-Effective
Amendment No. 55, filed on October 28, 2005 (File Nos. 002-74747, 811-03313)). (a)(11) Certificate
of Designation filed February 23, 2006, designating Institutional Investor shares of Prime Obligations Fund, Government Obligations
Fund, Treasury Obligations Fund, Tax Free Obligations Fund, and U.S. Treasury Money Market Fund (Incorporated by reference to
Exhibit (b) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)). (a)(12)
Articles of Correction to Certificate of Designation filed February 23, 2006 (Incorporated by reference to Exhibit (b) to
Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)). (a)(13)
Certificate of Designation dated February 5, 2016 designating Class X shares of Government Obligations Fund, Prime Obligations
Fund and Treasury Obligations Fund (Incorporated by reference to Exhibit (a)(13) to Post-Effective Amendment No. 75, filed on
February 5, 2016 (File Nos. 002-74747, 811-03313)). (b)
Bylaws, as amended December 17, 2015 (Incorporated by reference to Exhibit (b) to Post-Effective
Amendment No. 76, filed on February 19, 2016 (File Nos. 002-74747, 811-03313)). (c)
Not applicable. (d)(1) Investment
Advisory Agreement, dated January 20, 1995, between the Registrant and First Bank National Association (Incorporated by reference
to Exhibit (5) to Post-Effective Amendment No. 22, filed on January 22, 1996 (File Nos. 002-74747, 811-03313)). (d)(2) Assignment
and Assumption Agreement, dated May 2, 2001, relating to assignment of Investment Advisory Agreement to U.S. Bancorp Piper Jaffray
Asset Management, Inc. (Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 51, filed on November 30,
2004 (File Nos. 002-74747, 811-03313)). (d)(3) Amendment
to Exhibit A to Investment Advisory Agreement effective October 25, 2004 (series and fees) (Incorporated by reference to Exhibit
(d)(2) to Post-Effective Amendment No. 50, filed on October 15, 2004 (File Nos. 002-74747, 811-03313)). (d)(4) Amendment
to Investment Advisory Agreement dated as of June 21, 2005, permitting First American Funds, Inc. to purchase securities from
Piper Jaffray & Co. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 54, filed on August 16, 2005
(File Nos. 002-74747, 811-03313)). (d)(5) Amendment
to Exhibit A to Investment Advisory Agreement effective June 30, 2015. (d)(6) Expense
Limitation Agreement effective October 30, 2015, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated
by reference to Exhibit (d)(5) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)). (d)(7) Expense
Limitation Agreement effective April 1, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by
reference to Exhibit (d)(7) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)). (d)(8) Expense
Limitation Agreement effective April 5, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by
reference to Exhibit (d)(7) to Post-Effective Amendment No. 77, filed on April 5, 2016 (File Nos. 002-74747, 811-03313)). (d)(9) Expense
Limitation Agreement effective June 1, 2016, between the Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference
to Exhibit (d)(9) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)). (d)(10) Expense
Limitation Agreement effective June 30, 2016 between the Registrant and U.S. Bancorp Asset Management, Inc.*
2
Prospectus
–
First American Money Market
Funds
Class X Shares
3
Prospectus
–
First American Money Market
Funds
Class X Shares
4
Prospectus
–
First American Money Market
Funds
Class X Shares
5
Prospectus
–
First
American Money Market Funds
Class X Shares
6
Prospectus
–
First
American Money Market Funds
Class X Shares
· commercial
paper;
· U.S.
dollar-denominated obligations of domestic and foreign banks with total assets of at
least $500 million (including fixed and variable rate certificates of deposit, time deposits,
and bankers’ acceptances);
· non-convertible
corporate debt securities;
· securities
issued by the U.S. government or one of its agencies or instrumentalities;
· municipal
securities, including variable rate demand notes, commercial paper, and municipal notes
and other short-term municipal obligations;
· loan
participation interests; and
· repurchase
agreements.
7
Prospectus
–
First
American Money Market Funds
Class X Shares
·
Banking
Industry Risk
·
Liquidity
Risk
·
Credit Risk
·
Municipal Security
Risk
·
Cybersecurity
Risk
·
Redemption Risk
·
Foreign Security
Risk
·
Regulatory Risk
·
Income Risk
·
Repurchase Agreement
Risk
·
Interest Rate
Risk
·
Variable Rate
Demand Note (VRDN) Risk
8
Prospectus
–
First
American Money Market Funds
Class X Shares
9
Prospectus
–
First
American Money Market Funds
Class X Shares
10
Prospectus
–
First
American Money Market Funds
Class X Shares
800 Nicollet Mall
Minneapolis, MN 55402
11
Prospectus
–
First
American Money Market Funds
Class X Shares
12
Prospectus
–
First
American Money Market Funds
Class X Shares
· Participant-directed
defined contribution plans;
· Individual
retirement accounts;
· Simplified
employee pension arrangements;
· SIMPLE
retirement accounts;
· Custodial
accounts;
· Deferred
compensation plans for government or tax-exempt organization employees;
· Archer
medical savings accounts;
· College
savings plans;
· Health
savings account plans;
· Ordinary
trusts and estates of natural persons; or
· Certain
other retirement and investment accounts having an institutional decision maker (e.g.,
a plan sponsor in certain retirement arrangements or an investment adviser managing discretionary
investment accounts).
13
Prospectus
–
First
American Money Market Funds
Class X Shares
· if
emergency conditions should exist, as specified in the Investment Company Act of 1940
(the “Investment Company Act”), or as determined by the Securities and Exchange
Commission (SEC), as a result of which disposal of portfolio securities or determination
of the net asset value (NAV) of the fund is not reasonably practicable;
· for
any period during which trading on the New York Stock Exchange (NYSE) is restricted as
determined by the SEC or the NYSE is closed (other than customary weekend and holiday
closings);
· for
any period during which the SEC has, by rule or regulation, deemed that (1) trading shall
be restricted or (2) an emergency exists; or
· for such other periods as the SEC may by order permit for the protection of shareholders
of the fund.
· 30%
weekly liquid assets – If the fund’s weekly liquid assets fall below
30% of the fund’s total assets, and the fund’s board of directors determines
it is in the best interest of the Fund, the board of directors may impose a liquidity
fee of no more than 2% of the amount redeemed and/or a redemption gate that temporarily
suspends the right of redemption.
· 10%
weekly liquid assets – If the fund’s weekly liquid assets fall below
10% of the fund’s total assets, the fund will impose, at the beginning of the next
business day, a liquidity fee of 1% of the amount redeemed, unless the fund’s board
of directors determines that imposing such a fee would not be in the best interests of
the fund or determines that a lower or higher fee (not to exceed 2%) would be in the
best interests of the fund.
14
Prospectus
–
First
American Money Market Funds
Class X Shares
15
Prospectus
–
First
American Money Market Funds
Class X Shares
16
Prospectus
–
First
American Money Market Funds
Class X Shares
17
Prospectus
–
First
American Money Market Funds
Class X Shares
NOT
FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE
SEC file number: 811-03313
PROMMX 08/16
Share
Classes/Ticker Symbols
Class
V
Class
X
Retail
Prime Obligations Fund
FAPXX
FRDXX
FEIXX
FPUXX
FYRXX
FZRXX i ii 1
1. Concentrate its investments in a particular industry, except that there shall be no limitation on the purchase of obligations
of domestic commercial banks, excluding for this purpose, foreign branches of domestic commercial banks. For purposes of this limitation,
the U.S. Government and its political subdivisions are not considered members of any industry. Whether a Fund is concentrating
in an industry shall be determined in accordance with the 1940 Act, as interpreted or modified from time to time by any regulatory
authority having jurisdiction.
2. Borrow money or issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time
by any regulatory authority having jurisdiction.
3. With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities
or authorities or repurchase agreements fully collateralized by U.S. Government securities and other investment companies) if (a)
such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the
securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities
of such issuer being held by the Fund.
4. Invest for the primary purpose of control or management.
5. Purchase physical commodities or contracts relating to
physical commodities.
6. Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent
the Fund from investing in securities or other instruments backed by real estate or interests therein or in securities of companies
that deal in real estate or mortgages.
7. Act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio
securities, it may be deemed an underwriter under applicable laws.
8. Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority
having jurisdiction. 2
1. Sell securities short.
2. Borrow money in an amount exceeding 10% of a Fund’s total assets. The Fund will not borrow money for leverage purposes.
For the purpose of this investment restriction, the purchase of securities on a when-issued or delayed delivery basis shall not
be deemed the borrowing of money. A Fund will not make additional investments while its borrowings exceed 5% of total assets.
3. Invest more than 5% of its total assets in illiquid securities. 3 4 5 6 7 8 9 10 11
of Birth
Position
Held with
the Fund
of
Time Served
Principal Occupation During
Past 5 Years and Other
Relevant Experience1
Number of
Portfolios in Fund
Complex Overseen
by Director
Other
Directorships
Director2
Director
Term
expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF
since January 2016
First
American Fund Complex; 2 registered investment companies, including 7 portfolios
None
Director
Term
expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF
since January 2016
Retired. Formerly,
Senior Vice Chair (Americas), Ernst & Young LLP (2006-2010). Certified Public Accountant and member of the American Institute
of Certified Public Accountants. Director, Fishers Island Development Corporation and the Walsh Park Benevolent
Corporation. Former Director, Cliffs Natural Resources and The California Academy of Sciences. Independent
Director, First American Fund Complex since 2016
First
American Fund Complex; 2 registered investment companies, including 7 portfolios
Director,
Booz Allen Hamilton Holding Corporation (management and technology consulting); Director, Rayonier Advanced Materials, Inc.
(materials manufacturer)
Director
Term
expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF
since October 1997
Advisor/Consultant,
Future Freight™, a logistics/supply chain company; former Director, Charterhouse Group, Inc., a private equity firm;
non-profit board member; prior to retirement in 2005, served in several executive positions for United Airlines, including
Vice President and Chief Operating Officer – Cargo; Independent Director, First American Fund Complex since 1997
First
American Funds Complex: 2 registered investment companies, including 7 portfolios
Diversified
Real Asset Income Fund (investment company)
Chair;
Director
Chair
term three years; Director term expiring earlier of death, resignation, removal, disqualification, or successor duly elected
and qualified; Chair of FAF’s Board since January 2011; Director of FAF since November 1993
Owner
and President, Executive and Management Consulting, Inc., a management consulting firm; Chief Executive Officer, Blue Earth
Internet, a web site development company; Board member, GC McGuiggan Corporation (dba Smyth Companies), a label printer;
Member, investment advisory committee, Sisters of the Good Shepherd; Certified Public Accountant; former Vice
First
American Funds Complex: 2 registered investment companies, including 7 portfolios
Diversified
Real Asset Income Fund (investment company)
of Birth
Position
Held with
the Fund
of
Time Served
Principal Occupation During
Past 5 Years
and Other
Relevant Experience1
Number of
Portfolios in Fund
Complex Overseen
by Director
Other
Directorships
Director2
President, Chief
Financial Officer, Treasurer, Secretary, and Director, Andersen Windows, a large privately-held manufacturer of wood windows;
former Director, Protection Mutual Insurance Company, an international property and casualty insurer; Independent Director,
First American Fund Complex since 1993
Director
Term
expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF
since August 2001
Owner
and Chief Executive Officer, RKR Consultants, Inc., a consulting company providing advice on business strategy, mergers and
acquisitions; former Director, Cliffs Natural Resources, Inc.; Certified Financial Analyst; non-profit board member; former
Chief Executive Officer and President, Weirton Steel Corporation; former Vice President and Treasurer, Harnischfeger Industries,
a capital machinery manufacturer; former Treasurer and Director of Planning, Allis Chalmers Corporation, an equipment manufacturing
company; former Chairman, American Iron & Steel Institute, a North American steel industry trade association; Independent
Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001
First
American Funds Complex: 2 registered investment companies, including 7 portfolios
Diversified
Real Asset Income Fund (investment company)
Director
Term
expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF
since August 2001
Owner
and President, Jim Wade Homes, a homebuilding company; formerly, Vice President and Chief Financial Officer, Johnson Controls,
Inc.; Independent Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001
First
American Funds Complex: 2 registered investment companies, including 7 portfolios
Diversified
Real Asset Income Fund (investment company)
Includes
each Director’s principal occupation during the last five years and other information
relating to the experience, attributes, and skills relevant to each Director’s
qualifications to serve as a Director, which contributed to the conclusion that each
Director should serve as a Director for FAF.
2 Includes
only directorships in a company with a class of securities registered pursuant to Section
12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or subject
to the requirements of Section 15(d) of the Exchange Act, or any company registered as
an investment company under the 1940 Act.
of Birth
Held with
Fund
Length of Time Served
President
Re-elected
by the Board annually; President of FAF since June 2014; Vice President of FAF from January 2011 through June 2014
Chief
Executive Officer and President, U.S. Bancorp Asset Management, Inc. since June 2014; Chief Operating Officer, U.S. Bancorp
Asset Management, Inc. from August 2012 through June 2014; Head of Operations, Technology and Treasury, U.S. Bancorp Asset
Management, Inc. from January 2011 through July 2012; prior thereto, Managing Director of Investment Operations, U.S. Bancorp
Asset Management, Inc.
Vice
President
Re-elected
by the Board annually; Vice President of FAF since June 2014
Chief
Investment Officer, U.S. Bancorp Asset Management, Inc. since August 2012; Head of Investments, U.S. Bancorp Asset Management,
Inc. from January 2011 through July 2012; prior thereto, Managing Director, U.S. Bancorp Asset Management, Inc.
Treasurer
Re-elected
by the Board annually; Treasurer of FAF since January 2011; Assistant Treasurer of FAF from September 2005 through December
2010
Mutual
Funds Treasurer and Head of Operations, U.S. Bancorp Asset Management, Inc. since September 2014; Mutual Funds Treasurer,
U.S. Bancorp Asset Management, Inc. from January 2011 through September 2014; prior thereto, Mutual Funds Assistant Treasurer,
U.S. Bancorp Asset Management, Inc.
Assistant
Treasurer
Re-elected
by the Board annually; Assistant Treasurer of FAF since September 2014
Assistant
Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc. since September 2014; prior thereto, Senior Fund Accountant, U.S.
Bancorp Asset Management, Inc.
Chief
Compliance Officer, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Director of Compliance, U.S. Bancorp
Asset Management, Inc.
Anti-Money
Laundering Officer
Re-elected
by the Board annually; Anti-Money Laundering Officer of FAF since April 2015
Compliance
Manager, U.S. Bancorp Asset Management, Inc. since January 2011
Secretary
Re-elected
by the Board annually; Secretary of FAF since January 2011; Assistant Secretary of FAF from June 2006 through December 2010
and from June 2003 through August 2004
Chief
Counsel, U.S. Bancorp Asset Management, Inc. since January 2011; prior thereto, Counsel, U.S. Bancorp Asset Management, Inc.
Assistant
Secretary
Re-elected
by the Board annually; Assistant Secretary of FAF since September 2012
Senior
Corporate Counsel, U.S. Bancorp Asset Management, Inc. since April 2011; prior thereto, Attorney, Steingart, McGrath &
Moore, P.A., a Minneapolis-based law firm
Messrs.
Thole, Palmer, Smith, Ertel and Cloutier and Mses. Stevenson, Mayr and Kasmani are each
officers and/or employees of U.S. Bancorp Asset Management, Inc., which serves as investment
advisor and administrator for FAF.
Number
of Fund
Complex
Committee
Meetings Held
During FAF’s
Fiscal Year Ended
8/31/15
Audit
CommitteeThe
purposes of the Committee are (1) to oversee the Funds’ accounting and financial reporting policies and practices, their
internal controls and, as appropriate, the internal controls of certain service providers; (2) to oversee the quality of the
Funds’ financial statements and the independent audit thereof; (3) to assist Board oversight of the Funds’ compliance
with legal and regulatory requirements; and (4) to act as a liaison between the Funds’ independent auditors and the
full Board. The Audit Committee, together with the Board, has the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval
in any proxy statement).
6
Number
of Fund
Complex
Committee
Meetings Held
During FAF’s
Fiscal Year Ended
8/31/15
Governance
Committee
The
Committee has responsibilities relating to (1) Board and Committee composition (including interviewing and recommending to
the Board nominees for election as directors; reviewing the independence of all independent directors; reviewing Board composition
to determine the appropriateness of adding individuals with different backgrounds or skills; reporting to the Board on which
current and potential members of the Audit Committee qualify as Audit Committee Financial Experts; recommending a successor
to the Board Chair when a vacancy occurs; consulting with the Board Chair on Committee assignments; and in anticipation of
the Board’s request for shareholder approval of a slate of directors, recommending to the Board the slate of directors
to be presented for Board and shareholder approval); (2) Committee structure (including, at least annually, reviewing each
Committee’s structure and membership and reviewing each Committee’s charter and suggesting changes thereto); (3)
director education (including developing an annual education calendar; monitoring independent director attendance at educational
seminars and conferences; developing and conducting orientation sessions for new independent directors; and managing the Board’s
education program in a cost-effective manner); and (4) governance practices (including reviewing and making recommendations
regarding director compensation and director expenses; monitoring director investments in the Funds; monitoring compliance
with director retirement policies; reviewing compliance with the prohibition from serving on the board of directors of mutual
funds that are not part of the Fund Complex; if requested, assisting the Board Chair in overseeing self-evaluation process;
in collaboration with outside counsel, developing policies and procedures addressing matters which should come before the
Committee in the proper exercise of its duties; reviewing applicable new industry reports and “best practices”
as they are published; reviewing and recommending changes in Board governance policies, procedures and practices; reporting
the Committee’s activities to the Board and making such recommendations; reviewing and, as appropriate, recommending
that the Board make changes to the Committee’s charter).
5
• the
name, address, and business, educational, and/or other pertinent background of the person
being recommended;
• a
statement concerning whether the person is “independent” within the meaning
of New York Stock Exchange and NYSE MKT listing standards and is not an “interested
person” as defined in the 1940 Act;
• any
other information that the Funds would be required to include in a proxy statement concerning
the person if he or she was nominated; and
• the
name and address of the person submitting the recommendation, together with the number
of Fund shares held by such person and the period for which the shares have been held.
Directors
Baumgardner1
Gaumond1
Gibson
Kedrowski
Riederer
Wade
Aggregate
Holdings – Fund Complex
—
—
—
—
—
$1-$10,000
Government
Obligations Fund
—
—
—
—
—
—
Prime
Obligations Fund
—
—
—
—
—
$1-$10,000
Retail
Prime Obligations Fund
—
—
—
—
—
—
Tax
Free Obligations Fund
—
—
—
—
—
—
Treasury
Obligations Fund
—
—
—
—
—
—
U.S.
Treasury Money Market Fund
—
—
—
—
—
—
Compensation From
Fund2
Part of Fund Expenses
Fund3 and Fund Complex
Paid to Directors
David
K. Baumgardner1, Director
$2,882
-
-
$
91,667
Mark
Gaumond1, Director
2,882
-
-
91,667
Roger
A. Gibson, Director
3,144
-0-
-0-
143,167
Leonard
W. Kedrowski, Chair
4,367
-0-
-0-
198,977
Richard
K. Riederer, Director
3,092
-0-
-0-
141,500
James
M. Wade, Director
2,882
-0-
-0-
131,726
· Nature
of the security to be allocated;
· Current
holdings in the issuer;
· Size
of the available position;
· Current
duration;
· Current
credit score (short-term fixed income portfolios only);
· Minimizing
operational and trading risk;
· Account
investment policies, restrictions and constraints;
· Account
liquidity needs;
· Availability
of cash; and
· Any
other information the Advisor considers relevant.
· a
trust company or commercial bank, the deposits of which are insured by the Deposit Insurance
Fund, which is administered by the FDIC;
· a
member firm of the New York, NYSE MKT, Boston, Midwest, or Pacific Stock Exchanges or
the Financial Industry Regulatory Authority;
· a
savings bank or savings and loan association the deposits of which are insured by the
Deposit Insurance Fund, which is administered by the FDIC; or
· any
other “eligible guarantor institution,” as defined in the Securities Exchange
Act of 1934.
· Leading
market positions in well-established industries.
· High
rates of return on funds employed.
· Conservative
capitalization structure with moderate reliance on debt and ample asset protection.
· Broad
margins in earnings coverage of fixed financial charges and high internal cash generation.
· Well-established
access to a range of financial markets and assured sources of alternate liquidity.
· Release
Nos. 33-8188, 34-47304, IC-25922: Disclosure of Proxy Voting Policies and Proxy Voting
Records by Registered Management Investment Companies
· Rule
30b1-4 of the Investment Company Act of 1940
Funds Includes
all series of First American Funds, Inc. and Mount Vernon Securities Lending Trust.
Board First
American Funds Board of Directors
Institutional Advisory Clients All
accounts other than the First American Funds and Securities Lending Separate Accounts whose portfolios are managed by USBAM pursuant
to an investment management agreement.
IPC Investment
Practices Committee
SEC Securities
and Exchange Commission
USBAM or Advisor U.S.
Bancorp Asset Management, Inc.
A. Proxy
Voting
· When
a Fund proxy is received, it will be voted by the Chief Investment Officer.
B. Control
Procedures
· USBAM
will vote proxies in the best interest of the Funds regardless of real or perceived conflicts
of interest. To minimize this risk, the IPC will discuss conflict avoidance at least
annually to ensure that appropriate parties understand the actual and perceived conflicts
of interest proxy voting may face.
· If
any member of the IPC becomes aware of a material conflict for USBAM, they will bring
the matter to the General Counsel to convene a meeting of the IPC which will determine
a course of action designed to address the conflict. Such actions could include, but
are not limited to:
1. Abstaining from voting; or
2. Voting in proportion to the
other shareholders to the extent this can be determined.
3. Recusing an IPC member from
all discussion or consideration of the matter, if the material conflict is due to such
person’s actual or potential conflict of interest.
· In
addition to all of the above, employees of USBAM must notify USBAM’s Chief Compliance
Officer of any direct, indirect or perceived improper influence exerted by any employee,
officer or director within the U.S. Bancorp enterprise or First American Fund complex
with regard to how USBAM should vote proxies.
· The
Chief Compliance Officer, or their designee, will investigate the allegations and will
report the findings to USBAM’s Chief Executive Officer and the General Counsel.
· To
ensure USBAM has met its fiduciary duty to the Funds, the Chief Investment Officer will
certify quarterly that:
1. There
were no proxies received for the Funds during the quarter; or,
2. If
proxies were voted, that either no material conflict(s) of interest existed in connection
with a proxy voted for any security held in the Funds, or if a material conflict of interest
occurred in connection with a proxy voted for a security held in the Funds, the certification
will require a description of the material conflict of interest, and a statement that
any advice received regarding a proxy was not unduly influenced by an individual or group
that may have an economic interest in the outcome of the proxy vote; and,
3. If
proxies were received and voted against Management recommendation, then the certification
will require documentation of the reasons for voting against Management recommendation.
· Compliance
reviews the Quarterly Proxy Voting Certification for material conflicts and undue influence.
· If
it is determined that improper influence was attempted, appropriate action shall be taken.
Such appropriate action may include disciplinary action, notification of the appropriate
senior managers within the U.S. Bancorp enterprise, or notification of the appropriate
regulatory authorities. In all cases, the IPC shall not consider any improper influence
in determining how to vote proxies.
C. Securities
Lending Control Procedures
· Portfolio
Managers and/or Analysts, who become aware of upcoming proxy issues relating to any securities
in portfolios they manage, or issuers they follow, will consider the desirability of
recalling the affected securities that are on loan or restricting lending of the affected
securities prior to the record date for the matter.
· If
the proxy issue is determined to be material, and the determination is made prior to
the shareholder meeting record date the Portfolio Manager(s) will contact the Securities
Lending Department to recall securities on loan or restrict the loaning of any security
held in any portfolio they manage, if they determine that it is in the best interest
of shareholders to do so.
D. Review
and Reports
· The
General Counsel will review votes cast on behalf of portfolio securities held by the
Funds, such review will also be reported to the Board of Directors of the Funds at each
of their regularly scheduled meetings.
E. Disclosure
to Shareholders
· USBAM’s
Legal Department will cause Form N-PX to be filed with the SEC, and ensure that any other
proxy voting-related filings as required by regulation or contract are timely made.
· USBAM
shall make available the proxy voting record of the Funds to shareholders upon request.
Additionally, shareholders can receive, on request, the voting records for the Funds
by calling a toll free number (1-800-677-3863).
· The
Funds’ proxy voting policy and procedures will also be made available to the public
in the Funds registration which is available to the public on the SEC website. Additionally,
shareholders can receive, on request, the proxy voting policies for the Funds by calling
a toll free number (1-800-677-3863).
· Investment
Practices Committee
· Operations
Department
· Investment
Practices Committee
· Compliance
Department/Chief Compliance Officer
· Chief
Investment Officer/Portfolio Managers
· Legal
Department/General Counsel
· Recordkeeping
& Retention
· Form
N-PX
· Statement
of Additional Information
· Offering
Memorandum (Mount Vernon Securities Lending Trust Prime Portfolio) 2
(e)(1) Distribution Agreement dated July 1, 2007, between Registrant and Quasar Distributors, LLC (Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).
(e)(2) Form of Dealer Agreement (Incorporated by reference to Exhibit (e)(2) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).
| (f) | Not applicable. |
(g)(1) Custody Agreement dated July 1, 2006, between Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (g) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).
(g)(2) Amendment to Custody Agreement dated July 1, 2007 (Incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).
(g)(3) Amendment to Custody Agreement dated February 19, 2009 (Incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment No. 62, filed on October 30, 2009 (File Nos. 002-74747, 811-03313)).
(g)(4) Amendment to Custody Agreement dated June 9, 2016 (Incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)).
(h)(1) Administration Agreement dated as of July 1, 2006, by and between Registrant and U.S. Bancorp Asset Management, Inc. (formerly known as FAF Advisors, Inc.) (Incorporated by reference to Exhibit (h)(1) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).
(h)(2) Amended Schedule A to Administration Agreement, dated July 1, 2011, between Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).
| 3 |
(h)(3) Sub-Administration Agreement effective as of July 1, 2005, by and between U.S. Bancorp Asset Management Inc. and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 54, filed on August 16, 2005 (File Nos. 002-74747, 811-03313)).
(h)(4) Transfer Agent and Shareholder Servicing Agreement dated as of September 19, 2006, by and among Registrant, U.S. Bancorp Fund Services, LLC, and U.S. Bancorp Asset Management, Inc. (formerly known as FAF Advisors, Inc.) (Incorporated by reference to Exhibit (h)(3) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).
(h)(5) Exhibit A to Transfer Agent and Shareholder Servicing Agreement effective July 1, 2010 (Incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).
(h)(6) Amended Shareholder Service Plan and Agreement effective July 1, 2005, as further amended effective February 22, 2006, between Registrant and U.S. Bancorp Asset Management, Inc. for Class A, Class D, Class I, Class Y, Institutional Investor, and Reserve shares (Incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).
(h)(7) Securities Lending Agreement dated January 1, 2007, by and between First American Funds, Inc. - Government Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 60, filed on October 31, 2008 (File Nos. 002-74747, 811-03313)).
(h)(8) Amendment to Securities Lending Agreement effective January 1, 2011, by and between First American Funds, Inc. – Government Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).
(h)(9) Securities Lending Agreement dated January 1, 2007, by and between First American Funds, Inc. - Treasury Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(9) to Post-Effective Amendment No. 60, filed on October 31, 2008 (File Nos. 002-74747, 811-03313)).
(h)10) Amendment to Securities Lending Agreement effective January 1, 2011, by and between First American Funds, Inc. – Treasury Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(10) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).
(h)(11) Securities Lending Agreement dated October 1, 2011, by and between First American Funds, Inc. – Prime Obligations Fund and U.S. Bank National Association (Incorporated by reference to Exhibit (h)(9) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).
| (i) | Opinion and Consent of Dorsey & Whitney LLP (to be filed by amendment). |
| 4 |
| (j) | Not applicable. |
| (k) | Not applicable. |
| (l) | Not applicable. |
(m)(1) Amended and Restated Distribution and Service Plan effective September 19, 2006, for Class A, Class B, Class C, Class D, and Reserve shares (Incorporated by reference to Exhibit (m) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).
(m)(2) Form of Rule 12b-1 Fee Agreement (Incorporated by reference to Exhibit (m)(2) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).
(n) Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, effective June 9, 2016 (Incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)).
(o) Reserved.
(p)(1) First American Funds Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 and Section 406 of the Sarbanes-Oxley Act (Incorporated by reference to Exhibit (p)(1) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)).
(p)(2) U.S. Bancorp Asset Management, Inc. Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 (Incorporated by reference to Exhibit (p)(2) to Post-Effective Amendment No. 75, filed on February 5, 2016 (File Nos. 002-74747, 811-03313)).
(p)(3) Quasar Distributors, LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 (Incorporated by reference to Exhibit (p)(3) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)).
(q)(1) Power of Attorney dated September 23, 2015 (Incorporated by reference to Exhibit (q) to Post-Effective Amendment No. 73, filed on October 30, 2015 (File Nos. 002-74747, 811-03313)).
(q)(2) Power of Attorney dated February 2, 2016 (Incorporated by reference to Exhibit (q)(2) to Post-Effective Amendment No. 75, filed on February 5, 2016 (File Nos. 002-74747, 811-03313)).
| * | Filed herewith. |
Item 29. Persons Controlled by or Under Common Control with the Fund
Not applicable.
| 5 |
Item 30. Indemnification
The Registrant’s Articles of Incorporation and Bylaws provide that the Registrant shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to the full extent as permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended; provided, however, that no such indemnification may be made if it would be in violation of Section 17(h) of the Investment Company Act of 1940, as now enacted or hereafter amended, and any rules, regulations, or releases promulgated thereunder. Section 302A.521 of the Minnesota Statutes, as now enacted, provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person has not been indemnified by another organization for the same judgments, penalties, fines, settlements, and reasonable expenses incurred by the person in connection with the proceeding with respect to the same acts or omissions; acted in good faith, received no improper personal benefit, and the Minnesota Statutes dealing with directors’ conflicts of interest, if applicable, have been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful; and reasonably believed that the conduct was in the best interests of the corporation or, in certain circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation. The Registrant undertakes that no indemnification or advance will be made unless it is consistent with Sections 17(h) or 17(i) of the Investment Company Act of 1940, as now enacted or hereafter amended, and Securities and Exchange Commission rules, regulations, and releases (including, without limitation, Investment Company Act of 1940 Release No. 11330, September 2, 1980). Insofar as the indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of the Investment Adviser
Information on the business of the Registrant’s investment adviser, U.S. Bancorp Asset Management, Inc. (the “Manager”), is described in the section of each series’ Statement of Additional Information, filed as part of this Registration Statement, entitled “Investment Advisory and Other Services.” The directors and officers of the Manager are listed below, together with their principal occupation or other positions of a substantial nature during the past two fiscal years.
| 6 |
Name and Address |
Principal Occupation(s) During the Past Two Years |
Eric J. Thole U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Chief Executive Officer and President, U.S. Bancorp Asset Management, Inc. since June 2014; prior thereto, Chief Operating Officer, U.S. Bancorp Asset Management, Inc.; Director, U.S. Bancorp Asset Management, Inc.; President, FAF and Mount Vernon since June 2014; prior thereto, Vice President, FAF and Mount Vernon |
James D. Palmer U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Chief Investment Officer, U.S. Bancorp Asset Management, Inc. since August 2012; Director, U.S. Bancorp Asset Management, Inc. since June 2014; Vice President, FAF and Mount Vernon since June 2014 |
Richard J. Ertel U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Director, Chief Counsel and Secretary, U.S. Bancorp Asset Management, Inc.; Secretary, FAF and Mount Vernon |
Jill M. Stevenson U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Mutual Funds Treasurer and Head of Operations, U.S. Bancorp Asset Management, Inc. since September 2014; prior thereto, Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc.; Treasurer, FAF and Mount Vernon |
Jon E. Webster U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Head of Technology, U.S. Bancorp Asset Management, Inc. since September 2014; prior thereto, Managing Director, Technology, U.S. Bancorp Asset Management, Inc. |
Louis G. Martine U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Head of Distribution, U.S. Bancorp Asset Management, Inc. |
Kenneth L. Delecki U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Head of Securities Lending, U.S. Bancorp Asset Management, Inc. |
Scott F. Cloutier U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Senior Corporate Counsel, U.S. Bancorp Asset Management, Inc.; Assistant Secretary, FAF and Mount Vernon |
Ruth M. Mayr U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 |
Chief Compliance Officer, U.S. Bancorp Asset Management, Inc.; Chief Compliance Officer, FAF and Mount Vernon |
Brett E. Scribner U.S. Bank National Association 800 Nicollet Mall Minneapolis, MN 55402 |
Senior Vice President, U.S. Bancorp Asset Management, Inc.; Corporate Tax Director, U.S. Bank National Association |
| 7 |
Item 32. Principal Underwriters
Registrant’s distributor, Quasar Distributors, LLC (the “Distributor”) acts as principal underwriter and distributor for the following investment companies:
| 1919 Funds | Falah Capital | Perritt Funds, Inc. |
| AC One China Fund | Fiera Capital Funds | PIA Funds |
| Academy Asset ETF Funds | First American Funds, Inc. | Poplar Forest Funds |
| Academy Fund Trust | Fort Pitt Capital Group, Inc. | Port Street Funds |
| Advantus Mutual Funds | Fulcrum Funds | Primecap Odyssey Funds |
| Aegis Funds | Fund X Funds | Prospector Funds |
| Akre Funds | Geneva Advisors Funds | Provident Mutual Funds, Inc. |
| Allied Asset Advisors Funds | Glenmede Fund, Inc. | Purisima Funds |
| Alpha Architect Funds | Glenmede Portfolios | Pzena Funds |
| Alpha Funds | GoodHaven Funds | Rainier Funds |
| AlphaClone ETF Fund | Great Lakes Funds | RBC Funds Trust |
| AlphaMark ETFs | Greenspring Fund | Reinhart Funds |
| Alpine Equity Trust | Guinness Atkinson Funds | RiverNorth Funds |
| Alpine Income Trust | Harding Loevner Funds | Rockefeller Funds |
| Alpine Series Trust | Hennessy Funds Trust | Scharf Funds |
| American Trust | Hodges Funds | Schooner Investment Group |
| Amplify ETFs | Hood River Funds | Semper Funds |
| Angel Oak Funds | Horizon Investment Funds | Shenkman Funds |
| Appleton Group | Hotchkis & Wiley Funds | SIMS Total Return Fund |
| Appleton Partners Inc | Huber Funds | Smith Group Funds |
| Aptus ETF | Infinity Q Funds | Snow Capital Family of Funds |
| Barrett Growth Fund | Infusive Funds | Soundwatch Fund |
| Barrett Opportunity Fund | Intrepid Capital Management | Spencer Capital Funds |
| Becker Value Equity Fund | IronBridge Funds | Stone Ridge Funds |
| Boston Common Funds | Jackson Square Partners | Stone Ridge Trust II |
| Bramshill Funds | Jacob Funds, Inc. | Stone Ridge Trust III |
| Bridge Builder Trust | Jensen Funds | Stone Ridge Trust IV |
| Bridge City Capital | Kellner Funds | Stone Ridge Trust V |
| Bridges Investment Fund, Inc. | Kensho ETFs | Thomas White Funds |
| Bright Rock Funds | Kirr Marbach Partners Funds, Inc | Thompson IM Funds, Inc. |
| Brookfield Investment Funds | Lawson Kroeker Funds | Tiedemann Funds |
| Brown Advisory Funds | LKCM Funds | Torray Funds |
| Buffalo Funds | LoCorr Investment Trust | TorrayResolute Funds |
| Bushido Funds | Logan Capital Funds | Tortoise Funds |
| CAN SLIM Select Growth Fund | Lyxor Asset Management Funds | Trillium Funds |
| Capital Advisors Funds | MainGate MLP Funds | Trust and Fiduciary Management |
| CG Funds Trust | Marketfield Fund | Services ETF |
| Chase Funds | Matrix Asset Advisors, Inc. | Tygh Capital Management |
| Coho Partners | Mar Vista Funds | US Global ETFs |
| Coldstream Funds | MD Sass | USA Mutuals Funds |
| Collins Capital Funds | Monetta Trust | Validea Funds |
| Congress Funds | Morgan Dempsey Funds | Victory Portfolios II |
| Consilium Funds | Muhlenkamp Fund | Vident Funds |
| Convergence Funds | Muzinich Funds | Villere & Co. |
| Cove Street Capital Funds | Nicholas Funds | Wasmer Schroeder Funds |
| CSat ETF | Nuance Funds | WBI Funds |
| Cushing Funds | Oaktree Funds | Weiss Multi-Strategy Funds |
| Davidson Funds | Orinda Funds | Welton Partners |
| Dearborn Funds | O’Shaughnessy Funds | Westchester Capital Funds |
| Diamond Hill | Osterweis Funds | Wisconsin Capital Funds, Inc. |
| DoubleLine Funds | Otter Creek Funds | YCG Funds |
| DSM Mutual Funds | Pension Partners Funds | Zevenbergen Capital Investment |
| Edgar Lomax Value Fund | Permanent Portfolio Funds | Funds |
| Evermore Global Investors Trust | Permberwick Funds | Ziegler Strategic Income Fund |
| 8 |
The board members and officers of Quasar Distributors, LLC and their positions or offices with the Registrant are identified in the following table. Unless otherwise noted, the business address for each board member or officer is Quasar Distributors, LLC 615 East Michigan Street, Milwaukee, WI 53202.
|
Name |
Position and Offices with Underwriter |
Position
and Offices with Registrant | ||
| James R. Schoenike | President, Board Member, General Securities Principal and FINRA Executive Officer | None | ||
| Joseph Neuberger | Board Member | None | ||
| Robert Kern 777 East Wisconsin Avenue Milwaukee, WI 53202 |
Board Member | None | ||
| Peter Hovel | Chief Financial Officer | None | ||
| Susan L. LaFond | Vice President and Treasurer | None | ||
Brett E. Scribner 800 Nicollet Mall Minneapolis, MN 55402 |
Assistant Treasurer | None | ||
Andrew M. Strnad 6602 E. 75th Street Indianapolis, IN 46250 |
Vice President and Secretary | None | ||
| Teresa Cowan | Senior Vice President, Assistant Secretary, General Securities Principal and Chief Compliance Officer | None |
Item 33. Location of Accounts and Records
All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by U.S. Bancorp Asset Management, Inc., 800 Nicollet Mall, Minneapolis, Minnesota, 55402, and U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, Milwaukee, Wisconsin 53202.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
Not applicable.
| 9 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement Nos. 002-74747 and 811-03313 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 30th day of June, 2016.
| FIRST AMERICAN FUNDS, INC. | ||
| By: | /s/ Eric J. Thole | |
| Eric J. Thole, President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on June 30, 2016.
| SIGNATURE | TITLE |
| /s/ Eric J. Thole |
President |
| Eric J. Thole | |
| /s/ Jill M. Stevenson | Treasurer (principal financial/accounting officer) |
| Jill M. Stevenson | |
| * | Director |
| David K. Baumgardner | |
| * | Director |
| Mark E. Gaumond | |
| * | Director |
| Roger A. Gibson | |
| * | Director |
| Leonard W. Kedrowski | |
| * | Director |
| Richard K. Riederer | |
| * | Director |
| James M. Wade | |
* Richard J. Ertel, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of First American Funds, Inc. pursuant to the powers of attorney duly executed by such persons. | |
| By: | /s/ Richard J. Ertel |
Attorney-in-Fact |
| Richard J. Ertel |
| 10 |
Index to Exhibits
| Exhibit Number | Name of Exhibit | |
| (d)(10) | Expense Limitation Agreement effective June 30, 2016 |
| 11 |
Exhibit (d)(10)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT is effective as of the 30th day of June, 2016, between U.S. Bancorp Asset Management, Inc., as investment advisor (the “Advisor”), and First American Funds, Inc. (“FAF”).
WHEREAS, FAF is comprised of multiple investment portfolios (each a “Fund” and, collectively, the “Funds”), each of which offers one or more classes of shares; and
WHEREAS, the Advisor wishes to contractually limit fees and reimburse expenses for certain Funds within FAF through October 31, 2017; and
WHEREAS, it is in the interests of both the Advisor and the shareholders of the Fund to limit Fund expenses as set forth herein.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto agree that the Advisor will limit its fees and/or reimburse Fund expenses to the extent necessary to limit the annual operating expenses net of acquired fund fees and expenses of the Fund to the amount set forth in Exhibit A hereto (which limits are set forth for each Fund on a class-by-class basis). The Advisor agrees that it may not be reimbursed by FAF for the fees waived or reimbursements made by the Advisor under the terms of this agreement. The Advisor agrees to continue the foregoing expense limits through October 31, 2017. Thereafter, any expense limit 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.
| U.S. BANCORP ASSET MANAGEMENT, INC. | FIRST AMERICAN FUNDS, INC. | |||
|
By: |
/s/ Jill M. Stevenson |
By: |
/s/ James D. Palmer | |
| Name: | Jill M. Stevenson | Name: | James D. Palmer | |
| Title: | Head of Operations and Mutual Funds Treasurer | Title: | Vice President | |
Exhibit A
| Fund |
Annual Operating Expense as a Percentage of Average Daily Net Assets | |
| Retail Prime Obligations –- Class X | 0.1400% |
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