Form 485BPOS FIRST AMERICAN FUNDS

Article

October 29, 2021 4:17 PM EDT

E-mail

Exhibit 99(a)(19)

FIRST AMERICAN FUNDS, INC.

ARTICLES OF AMENDMENT
TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION

The undersigned, being the duly elected Secretary of First American Funds, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that the following amendments to the Corporation’s Amended and Restated Articles of Incorporation (as amended to date and as supplemented by certificates of designation, the “Articles of Incorporation”) have been approved in the manner required by the Minnesota Business Corporation Act:

Increase in Number of Common Shares Authorized for Issuance:

Series C, Class Three Common Shares (Government Obligations Fund- Class X Shares)

1. The first resolution set forth in the Corporation’s “Certificate of Designation of Series C, Class Three Common Shares” filed with the Secretary of State on March 2, 1998 is amended to read in its entirety as follows:

NOW, THEREFORE, BE IT RESOLVED, that 100,000,000,000 previously undesignated Series C Common Shares may be issued in the class hereby designated as “Series C, Class Three Common Shares.”

Series C, Class Five Common Shares (Government Obligations Fund- Class Z Shares)

2. The first resolution set forth in the Corporation’s “Certificate of Designation of Series C, Class Five Common Shares” filed with the Secretary of State on April 4, 2005 is amended to read in its entirety as follows:

NOW, THEREFORE, BE IT RESOLVED, that 100,000,000,000 previously undesignated Series C Common Shares may be issued in the class hereby designated as “Series C, Class Five Common Shares.”

Series D, Class Five Common Shares (Treasury Obligations Fund -Class Z Shares)

3. The first resolution set forth in the Corporation’s “Certificate of Designation of Series D, Class Five Common Shares” filed with the Secretary of State on April 4, 2005 is amended to read in its entirety as follows:

NOW, THEREFORE, BE IT RESOLVED, that 100,000,000,000 previously undesignated Series D Common Shares may be issued in the class hereby designated as “Series D, Class Five Common Shares.”

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has signed Articles of Amendment on this 7^th day of September 2021.


	/s/ Richard J. Ertel

	Richard J. Ertel, Secretary

Exhibit 99(d)(6)

EXPENSE LIMITATION AGREEMENT

THIS AGREEMENT is effective as of the 26th day of August, 2021, 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, 2022; and

WHEREAS, it is in the interests of both the Advisor and the shareholders of the Funds 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 Funds to the amounts 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, 2022. 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

Money Market Funds	Annual Operating Expense Limitation (Net of Acquired Fund Fees and Expenses) as a Percentage of Average Daily Net Assets
Government Obligations – Class A	0.7500%
Government Obligations – Class D	0.6000%
Government Obligations – Class P	0.1800%
Government Obligations – Class T	0.4000%
Government Obligations – Class U	0.1200%
Government Obligations – Class V	0.3000%
Government Obligations – Class X	0.1400%
Government Obligations – Class Y	0.4500%
Government Obligations – Class Z	0.1800%

Institutional Prime Obligations – Class T	0.4000%
Institutional Prime Obligations – Class V	0.3000%
Institutional Prime Obligations – Class Y	0.4500%
Institutional Prime Obligations – Class Z	0.2000%

Retail Prime Obligations – Class A	0.7500%
Retail Prime Obligations – Class T	0.4000%
Retail Prime Obligations – Class V	0.3000%
Retail Prime Obligations – Class X	0.1400%
Retail Prime Obligations – Class Y	0.4500%
Retail Prime Obligations – Class Z	0.2000%

Retail Tax Free Obligations – Class A	0.7500%
Retail Tax Free Obligations – Class T	0.4000%
Retail Tax Free Obligations – Class V	0.3000%
Retail Tax Free Obligations – Class Y	0.4500%
Retail Tax Free Obligations – Class Z	0.2000%

Treasury Obligations – Class A	0.7500%
Treasury Obligations – Class D	0.6000%
Treasury Obligations – Class P	0.1800%
Treasury Obligations – Class T	0.4000%
Treasury Obligations – Class V	0.3000%
Treasury Obligations – Class X	0.1400%
Treasury Obligations – Class Y	0.4500%
Treasury Obligations – Class Z	0.1800%

US Treasury Money Market – Class A	0.7500%
US Treasury Money Market – Class D	0.6000%
US Treasury Money Market – Class T	0.4000%

US Treasury Money Market – Class V	0.3000%
US Treasury Money Market – Class Y	0.4500%
US Treasury Money Market – Class Z	0.2000%

Exhibit 99(e)(3)

Distribution Agreement

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Quasar Distributors, LLC (the “Distributor”) and First American Funds, Inc. (“Fund Company”) and U.S. Bancorp Asset Management, Inc. (“Adviser”).

WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”).

Effective as of the Closing Date, the Fund Company, on behalf of each series thereof (each a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of March 31, 2020 as amended (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds’ board of trustees/directors or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees/directors who are not parties to this Agreement and who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of trustees/directors, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be executed as of the Closing Date.

QUASAR DISTRIBUTORS, LLC		FIRST AMERICAN FUNDS, INC.

By:	/s/ Mark Fairbanks	By:	/s/ James D. Palmer
	Mark Fairbanks, Vice President	James D. Palmer, Vice President

U.S. BANCORP ASSET MANAGEMENT, INC.

By:	/s/ Jill M. Stevenson
	Jill M. Stevenson, Head of Operations and Mutual Funds Treasurer

Exhibit 99(e)(4)

First American Funds

DEALER AGREEMENT

This Agreement is made and effective as of this ____ day of __________, 20__, between Quasar Distributors, LLC (“Quasar”), a Delaware limited liability company, and __ (“Dealer”), a ____________________.

WHEREAS, First American Funds, Inc. (the “Fund Company”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end investment company and currently offers for public sale shares of common stock or beneficial interest (“Shares”) in the separate series of the Fund Company listed on Schedule A, as may be amended from time to time (each, a “Fund”);

WHEREAS, the Shares are registered for public sale under the Securities Act of 1933 and are qualified for sale in certain states and jurisdictions of the United States;

WHEREAS, Quasar serves as principal underwriter in connection with the offering and sale of the Shares of each Fund pursuant to a Distribution Agreement; and

WHEREAS, Dealer desires to serve as a selected dealer for the Shares of the Funds.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, Quasar and Dealer agree as follows:

1. Offers and Sales of Shares.

(a) Dealer agrees to offer and sell Shares only at the public offering price currently in effect, in accordance with the terms of the then-current prospectus(es), including any supplements or amendments thereto, of each Fund (“Prospectus”). Dealer agrees to act only as agent on behalf of its customers (“Customers”) in such transactions and shall not have authority to act as agent for the Funds, for Quasar, or for any other dealer in any respect. All purchase orders are subject to acceptance by Quasar and the relevant Fund and become effective only upon confirmation by Quasar or an agent of the Fund. In its sole discretion, either the Fund or Quasar may reject any purchase order and may, provided notice is given to Dealer, suspend sales or withdraw the offering of Shares entirely.

(b) Dealer understands and acknowledges that each Fund offers its Shares in multiple classes, each subject to differing sales charges and financing structures. Dealer hereby represents and warrants that it has established compliance procedures designed to ensure that Customers are made aware of the terms of each available class of the applicable Fund’s Shares, to ensure that each Customer is offered only Shares that are suitable investments of that Customer and to ensure proper supervision of Dealer’s registered representatives in recommending and offering multiple classes of Shares to its Customers.

First American 7/27/2020

contingent deferred sales charge when such Shares are redeemed. As to such Shares which are not networked, Dealer agrees either (i) to refrain from issuing such Shares in street name, or (ii) to monitor the time period during which the applicable contingent deferred sales charge remains in effect, to deduct from any redemption proceeds the applicable contingent deferred sales charge and to promptly remit to Quasar any such contingent deferred sales charge.

(d) Dealer agrees that it will arrange for the provision of shareholder services for Customers who have purchased Shares. Dealer may perform these shareholder services itself or subcontract them to a third party of its choice. These shareholder services include, but are not limited to: (i) maintaining accounts relating to Customers that invest in Shares; (ii) providing information periodically to Customers showing their positions in Shares; (iii) arranging for bank wires; (iv) responding to Customer inquiries relating to the services performed by Dealer; (v) responding to routine inquiries from Customers concerning their investments in Shares; (vi) forwarding shareholder communications from the Funds (such as proxies, annual and semi-annual shareholder reports and dividend, distribution and tax notices) to Customers; (vii) processing purchase, exchange and redemption requests from Customers and placing such orders with the Funds’ service providers; (viii) assisting Customers in changing dividend options, account designations, and addresses; and (ix) processing dividend payments from the Funds on behalf of Customers. The Dealer may also provide subaccounting with respect to Shares beneficially owned by Customers and provide such other similar services to the extent Dealer is permitted to do so under applicable laws or regulations.

2. Procedures for Purchases. The procedures relating to all orders and the handling of them shall be made in accordance with the procedures set forth in each Fund’s Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.

Dealer shall be permitted to accept orders for the purchase, exchange or redemption of Shares of the Funds on each business day that the New York Stock Exchange is open for business and a Fund’s net asset value is determined (“Business Day”). Dealer shall not be required to accept orders on any Business Day on which Dealer is not open for business. If orders are accepted by Dealer prior to the latest time at which a Fund’s net asset value is to be calculated as determined by its Board of Directors/Trustees, which is typically as of the close of the New York Stock Exchange on that Business Day (“Close of Trading”), such orders shall be treated as having been received on that Business Day. If such orders are received after Close of Trading on a Business Day, they shall not be treated as having been accepted by Dealer on such Business Day.

All purchase orders shall be placed at, and in accordance with the applicable discount schedules set forth in the Fund’s Prospectus.

3. Settlement and Delivery for Purchases. Transactions shall be settled by Dealer by payment in federal funds of the full purchase price to the Fund’s transfer agent in accordance with applicable procedures. Payment for Shares shall be received by the Fund’s transfer agent by the later of (a) the end of the third business day following Dealer’s receipt of the Customer’s order to purchase such Shares or (b) the end of one business day following Dealer’s receipt of

First American 4/8/2021

the Customer’s payment for such Shares, but in no event later than the end of the sixth business day following Dealer’s receipt of the Customer’s order. If such payment is not received within the time specified, the sale may be canceled forthwith without any responsibility or liability on Quasar’s part or on the part of the Funds to Dealer or its Customers. In addition, Dealer will be responsible to the Fund and/or Quasar for any losses suffered on the transaction.

4. Procedures for Redemption, Repurchase and Exchange. Redemptions or repurchases of Shares as well as exchange requests shall be made in accordance with the procedures set forth in each Fund’s Prospectus, and to the extent consistent with the Prospectus, written instructions forwarded to Dealer by Quasar from time to time.

5. Compensation. On each purchase of Shares by Dealer from Quasar, Dealer shall be entitled to receive such dealer allowances, concessions, finder’s fees, sales charges, discounts and other compensation, if any, as described and set forth in each Fund’s Prospectus. Sales charges and discounts to dealers, if any, may be subject to reductions under a variety of circumstances if described in each Fund’s Prospectus. To obtain any such reductions, Quasar must be notified when a sale takes place that would qualify for the reduced charge. If any Shares sold by Dealer under the terms of this Agreement are redeemed by a Fund or tendered for redemption or repurchased by a Fund or by Quasar as agent within seven business days after the date Dealer purchased such Shares, Dealer shall notify Quasar in writing and shall forfeit its right to any discount or commission received by or allowed to Dealer from the original sale. Dealer shall not be entitled to any compensation for its services under any 12b-1 plan in effect for a Fund unless Dealer has signed a related agreement.

6. Expenses. Dealer agrees that it will bear all expenses incurred in connection with its performance of this Agreement.

7. Dealer Registration.

(a) Dealer represents and warrants that it (i) is registered as a broker-dealer under the Securities Exchange Act of 1934 (the “1934 Act”) or is exempt from registration as a broker-dealer under the 1934 Act, (ii) is qualified as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares or is exempt from registration as a broker-dealer in all states or other jurisdictions in which it sells Fund Shares, and, (iii) if it sells Shares in additional states or jurisdictions in the future, will become qualified to act as a broker-dealer in each such state or jurisdiction prior to selling any Fund Shares or will confirm an exemption from registration as a broker-dealer in each such state or jurisdiction prior to selling any Fund Shares.

(b) Dealer shall maintain any filings and licenses required by federal and state laws to conduct the business contemplated under this Agreement. Dealer agrees to notify Quasar immediately in the event of any finding that it violated any applicable federal or state law, rule or regulation arising out of its activities as a broker-dealer or in connection with this Agreement, or which may otherwise affect in any material way its ability to act in accordance with the terms of this Agreement.

First American 4/8/2021

(c) If Dealer is registered as a “bank,” as such term is defined in Section 3(a)(6) of the 1934 Act, Dealer further represents and warrants that it is a member of the Federal Deposit Insurance Corporation (“FDIC”) in good standing and agrees to notify Quasar immediately of any changes in Dealer’s status with the FDIC.

(d) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer represents and warrants that it is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”) and that it agrees to abide by the Conduct Rules of the FINRA. Dealer agrees to notify Quasar immediately in the event of its expulsion or suspension from the FINRA.

(e) If Dealer is registered as a broker-dealer under the 1934 Act, Dealer further represents and warrants that it is a member of the Securities Investor Protection Corporation (“SIPC”) in good standing and agrees to notify Quasar immediately of any changes in Dealer’s status with SIPC.

8. Compliance With Federal and State Laws.

(a) Dealer will not sell any of the Shares except in compliance with all applicable federal and state securities and banking laws. In connection with sales and offers to sell Shares, Dealer will furnish or cause to be furnished to each person to whom any such sale or offer is made, at or prior to the time of offering or sale, a copy of the Prospectus and, if requested, the related Statement of Additional Information (“SAI”). Quasar shall be under no liability to Dealer except for lack of good faith and for obligations expressly assumed by Quasar herein. Nothing herein contained, however, shall be deemed to be a condition, stipulation or provision binding any persons acquiring any security to waive compliance with, or to relieve the parties hereto from any liability arising under, the federal securities laws.

(b) Quasar or its agent shall, from time to time, inform Dealer as to the states and jurisdictions in which Quasar believes the Shares have been qualified for sale under, or are exempt from the requirements of, the respective securities laws of such states and jurisdictions. Dealer agrees that it will not knowingly offer or sell Shares in any state or jurisdiction in which such Shares are not qualified, unless any such offer or sale is made in a transaction that qualifies for an exemption from registration.

(c) Quasar assumes no responsibility in connection with the registration of Dealer under the laws of the various states or under federal law or Dealer’s qualification under any such law to offer or sell Shares.

9. Unauthorized Representations. No person is authorized to make any representations concerning Shares of the Funds except those contained in the Prospectus, SAI and printed information issued by each Fund or by Quasar as information supplemental to each Prospectus. Quasar shall, upon request, supply Dealer with reasonable quantities of Prospectuses and SAIs. Dealer agrees not to use other advertising or sales material relating to the Funds unless approved by Quasar in advance of such use. Neither party shall use the name of the other party in any manner without the other party’s written consent, except as required by any applicable federal or

First American 4/8/2021

state law, rule or regulation, and except pursuant to any mutually agreed upon promotional programs.

10. Confirmations. Dealer agrees to send confirmations of orders to its Customers as required by Rule 10b-10 of the 1934 Act and applicable banking laws and regulations. In the event the Customers of Dealer place orders directly with the Fund or any of its agents, confirmations will be sent to such Customers, as required, by the Fund’s transfer agent.

11. Records. Dealer agrees to maintain all records required by applicable state and federal laws and regulations relating to the offer and sale of Shares to its Customers, and upon the reasonable request of Quasar, or of the Funds, to make these records available to Quasar or the Fund’s administrator as reasonably requested. On orders placed directly with the Fund or its agents, the Fund’s transfer agent will maintain all records required by state and federal laws and regulations relating to the offer and sale of Shares.

12. Taxpayer Identification Numbers. Dealer agrees to obtain any taxpayer identification number certification from its Customers required under the Internal Revenue Code and any applicable Treasury regulations, and to provide Quasar or its designee with timely written notice of any failure to obtain such taxpayer identification number certification in order to enable the implementation of any required backup withholding.

13. Indemnification.

(a) Dealer shall indemnify and hold harmless Quasar, each Fund, the transfer agent and administrator of the Funds, and their respective affiliates, officers, directors, agents, employees and controlling persons from all direct or indirect liabilities, losses or costs (including reasonable attorneys’ fees) arising from, related to or otherwise connected with any breach by Dealer of any provision of this Agreement.

(b) Quasar shall indemnify and hold harmless Dealer and its affiliates, officers, directors, agents, employees and controlling persons from and against any and all direct or indirect liabilities, losses or costs (including reasonable attorneys’ fees) arising from, related to or otherwise connected with any breach by Quasar of any provision of this Agreement.

(c) The agreement of the parties in this Paragraph to indemnify each other is conditioned upon the party entitled to indemnification (the “Indemnified Party”) notifying the other party (the “Indemnifying Party”) promptly after the summons or other first legal process for any claim as to which indemnity may be sought is served on the Indemnified Party, unless failure to give such notice does not prejudice the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting from it, provided that counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be approved by the Indemnified Party (which approval shall not unreasonably be withheld), and that the Indemnified Party may participate in such defense at its expense. The failure of the Indemnified Party to give notice as provided in this subparagraph (c) shall not relieve the Indemnifying Party from any liability other than its indemnity obligation under this Paragraph. No Indemnifying Party, in the defense of any such claim or litigation, shall, without

First American 4/8/2021

the written consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect to such claim or litigation.

14. No Agency Created. Nothing in this Agreement shall be deemed or construed to make Dealer an employee, agent, representative or partner of any of the Funds or of Quasar, and Dealer is not authorized to act for Quasar or for any Fund or to make any representations on Quasar’s or the Funds’ behalf. Dealer acknowledges that this Agreement is not exclusive and that Quasar may enter into similar arrangements with other institutions.

15. Term, Termination, Assignment and Amendment.

(a) This Agreement shall commence on the date first set forth above and shall continue in effect with respect to a Fund for more than one year only so long as such continuance is specifically approved by such Fund at least annually in conformity with the requirements of the 1940 Act.

(b) Either party to this Agreement may terminate this Agreement by giving ten days’ written notice to the other.

(c) This Agreement shall terminate automatically with respect to any Fund if (i) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, is brought under any federal or state law by or against Dealer, (ii) Dealer’s registration, if any, as a broker-dealer with the Securities and Exchange Commission is suspended or revoked, (iii) Dealer’s FINRA membership, if any, is suspended or revoked, (iv) Dealer is not registered as a broker-dealer under the 1934 Act or in a state or other jurisdiction in which it sells Fund Shares and there is not an applicable exemption from registration as a broker-dealer under the 1934 Act or in the state or other jurisdiction in which it sells Fund Shares, (v) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against Dealer, or (vi) the Distribution Agreement between Quasar and such Fund is terminated (including as a result of an assignment). This Agreement also shall terminate automatically in the event of its “assignment,” within the meaning of the 1940 Act.

(d) Termination of this Agreement by operation of this Paragraph 15 shall not affect any unpaid obligations under Paragraphs 3, 5 or 6 of this Agreement or the liability, legal and indemnity obligations set forth under Paragraphs 7, 8, 9 or 13 of this Agreement.

(e) This Agreement may be amended by Quasar upon written notice to Dealer, and Dealer shall be deemed to have consented to such amendment upon effecting any purchases of Shares for its own account or on behalf of any Customer’s accounts following Dealer’s receipt of such notice.

16. Notices. Except as otherwise specifically provided in this Agreement, any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after

First American 4/8/2021

sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:

Notice to Quasar shall be sent to:

Quasar Distributors, LLC

3 Canal Plaza, Suite 100

Portland, ME 04101

Attn: Legal

notice to Dealer shall be sent to:

17. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18. Governing Law. This Agreement shall be construed in accordance with the laws (without regard, however, to conflicts of law principles) of the State of Wisconsin, provided that no provision shall be construed in a manner not consistent with the 1940 Act or any rule or regulation thereunder.

19. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance with the then existing FINRA Code of Arbitration Procedure. Any arbitration shall be conducted in Milwaukee, Wisconsin, and each arbitrator shall be from the securities industry. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

20. Confidentiality. Quasar and Dealer agree to preserve the confidentiality of any and all materials and information furnished by either party in connection with this Agreement. The provisions of this Paragraph shall not apply to any information which is: (a) independently developed by the receiving party, provided the receiving party can satisfactorily demonstrate such independent development with appropriate documentation; (b) known to the receiving party prior to disclosure by the disclosing party; (c) lawfully disclosed to the receiving party by a third party not under a separate duty of confidentiality with respect thereto to the disclosing party; or (d) otherwise publicly available through no fault or breach by the receiving party.

In accordance with Regulation S-P, the parties hereto will not disclose any non-public personal information, as defined in Regulation S-P, regarding any Customer; provided, however,

First American 4/8/2021

that Dealer or Quasar may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to Dealer or Quasar, or as may be required by law. Both parties agree to use reasonable precautions to protect and prevent the unintentional disclosure of such non-public personal information.

21. Anti-Money Laundering Program. Dealer represents and warrants that it has adopted an anti-money laundering program (“AML Program”) that complies with the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any future amendments (the “PATRIOT Act,” and together with the Bank Secrecy Act, the “Act”), the rules and regulations under the Act, and the rules, regulations and regulatory guidance of the SEC, the FINRA or any other applicable self-regulatory organization (collectively, “AML Rules and Regulations”). Dealer further represents that its AML Program, at a minimum, (a) designates a compliance officer to administer and oversee the AML Program, (b) provides ongoing employee training, (c) includes an independent audit function to test the effectiveness of the AML Program, (d) establishes internal policies, procedures, and controls that are tailored to its particular business, (e) will include a customer identification program consistent with the rules under section 326 of the Act, (f) provides for the filing of all necessary anti-money laundering reports including, but not limited to, currency transaction reports and suspicious activity reports, (g) provides for screening all new and existing customers against the Office of Foreign Asset Control (“OFAC”) list and any other government list that is or becomes required under the Act, and (h) allows for appropriate regulators to examine Dealer’s AML books and records.

22. Market Timing. Dealer represents that it has and will maintain policies and procedures to detect and prevent any market timing transaction that contravenes the restrictions or prohibitions on market timing, if any, as found in the Funds’ Prospectus and/or SAI. Dealer acknowledges that it is responsible for the sales activities of its licensed representatives including, among other things, improper trading activity in violation of the terms and conditions of the Funds’ Prospectus.

(signature page follows)

First American 4/8/2021

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated as of the day and year first written above.

	QUASAR DISTRIBUTORS, LLC

	By:
	Name and Title: Mark Fairbanks, Vice President

	[DEALER]

	By:

Name and Title:

First American 4/8/2021

Schedule A

First American Funds

First American Funds, Inc.

Government Obligations Fund

Institutional Prime Obligations Fund

Retail Prime Obligations Fund

Retail Tax Free Obligations Fund

Treasury Obligations Fund

U.S. Treasury Money Market Fund

First American 4/8/2021

Exhibit 99(i)

October 29, 2021

First American Funds, Inc.

800 Nicollet Mall

Minneapolis, MN 55402

Ladies and Gentlemen:

We have acted as counsel to First American Funds, Inc., a Minnesota corporation (the “Company”), in rendering the opinion hereinafter set forth with respect to the authorization of the following series and classes of the Company’s common shares, par value $.01 per share, which are also known by the names set forth opposite their respective series and class designations:

Series and Class:	Name:
Series B, Class One	Institutional Prime Obligations Fund, Class Y
Series B, Class Seven	Institutional Prime Obligations Fund, Class T
Series B, Class Eight	Institutional Prime Obligations Fund, Class Z
Series B, Class Nine	Institutional Prime Obligations Fund, Class V
Series C, Class One	Government Obligations Fund, Class Y
Series C, Class Two	Government Obligations Fund, Class D
Series C, Class Three	Government Obligations Fund, Class X
Series C, Class Four	Government Obligations Fund Class A
Series C, Class Five	Government Obligations Fund, Class Z
Series C, Class Six	Government Obligations Fund, Class V
Series C, Class Seven	Government Obligations Fund, Class T
Series C, Class Eight	Government Obligations Fund, Class P
Series C, Class Nine	Government Obligations Fund, Class U
Series D, Class One	Treasury Obligations Fund, Class Y
Series D, Class Two	Treasury Obligations Fund, Class D
Series D, Class Three	Treasury Obligations Fund, Class X
Series D, Class Four	Treasury Obligations Fund, Class A
Series D, Class Five	Treasury Obligations Fund, Class Z
Series D, Class Seven	Treasury Obligations Fund, Class V
Series D, Class Eight	Treasury Obligations Fund, Class P
Series D, Class Nine	Treasury Obligations Fund, Class T
Series F, Class Three	Retail Tax Free Obligations Fund, Class Y
Series F, Class Five	Retail Tax Free Obligations Fund, Class A
Series F, Class Six	Retail Tax Free Obligations Fund, Class Z
Series F, Class Seven	Retail Tax Free Obligations Fund, Class V
Series F, Class Eight	Retail Tax Free Obligations Fund, Class T
Series I, Class One	U.S. Treasury Money Market Fund, Class A
Series I, Class Two	U.S. Treasury Money Market Fund, Class D
Series I, Class Three	U.S. Treasury Money Market Fund, Class Y
Series I, Class Four	U.S. Treasury Money Market Fund, Class Z
Series I, Class Five	U.S. Treasury Money Market Fund, Class V
Series I, Class Six	U.S. Treasury Money Market Fund, Class T

50 South Sixth Street | Suite 1500 | Minneapolis, MN | 55402-1498 | T 612.340.2600 | F 612.340.2868 | dorsey.com

First American Funds, Inc.

October 29, 2021

Page 2

Series J, Class One

Series J, Class Two

Series J, Class Three

Series J, Class Four

Series J, Class Five

Series J, Class Six

Retail Prime Obligations Fund, Class A

Retail Prime Obligations Fund, Class T

Retail Prime Obligations Fund, Class V

Retail Prime Obligations Fund, Class X

Retail Prime Obligations Fund, Class Y

Retail Prime Obligations Fund, Class Z

The shares of the Company referred to above are referred to herein collectively as the “Shares.”

We understand that the Shares are being registered under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, pursuant to the Company’s Registration Statement on Form N-1A (1933 Act Registration No. 002-74747) relating to such shares (the “Registration Statement”). In rendering the opinion hereinafter expressed, we have reviewed the corporate proceedings taken by the Company in connection with the authorization and issuance of the Shares, and we have reviewed such questions of law and examined copies of such corporate records of the Company, certificates of public officials and of responsible officers of the Company, and other documents as we have deemed necessary as a basis for such opinion. As to the various matters of fact material to such opinion, we have, when such facts were not independently established, relied to the extent we deemed proper on certificates of public officials and of responsible officers of the Company. In connection with such review and examination, we have assumed that all copies of documents provided to us conform to the originals and that all signatures are genuine.

In addition, in rendering the opinion hereinafter expressed, we have assumed, with the concurrence of the Company, that all of the Shares will be issued and sold upon the terms and in the manner set forth in the Registration Statement; that the Company will not issue Shares in excess of the numbers authorized in the Company’s articles of incorporation as in effect at the respective dates of issuance; and that the Company will maintain its corporate existence and good standing under the laws of the State of Minnesota in effect at all times after the date of this opinion.

Based on the foregoing, it is our opinion that the Shares issued from and after the date hereof, when issued and delivered by the Company as described in the Registration Statement, will be legally issued and fully paid and non-assessable.

In rendering the foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the State of Minnesota. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement.

Very truly yours,

Dorsey & Whitney LLP

JVH

Exhibit 99(j)

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Financial Highlights” in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information, and to the incorporation by reference of our report dated October 26, 2021, in the Registration Statement (Form N-1A No. 002-74747) of First American Funds, Inc. filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 107 under the Securities Act of 1933.

/s/ Ernst & Young LLP

Minneapolis, MN

October 29, 2021

Exhibit 99(h)(3)

Amendment to Administration Agreement Between
First American Funds, Inc. and U.S. Bancorp Asset Management, Inc.

THIS AMENDMENT is made effective as of August 26, 2021, by and between First American Funds, Inc., a Minnesota Corporation, (the “Fund”), and U.S. Bancorp Asset Management, Inc. (formerly, FAF Advisors, Inc.), a Delaware corporation (the “Administrator”).

WHEREAS, the Fund and the Administrator have entered into an Administration Agreement dated as of July 1, 2006, as amended (the “Agreement”) pursuant to which the Administrator provides administrative and other services to the portfolios of the Fund.

WHEREAS, the Fund and the Administrator wish to amend Schedule A to the Agreement, which amendment has been approved (i) by the vote of a majority of the Directors of the Fund, and (ii) by the vote of a majority of the Directors of the Fund who are not parties to the Administration Agreement or interested persons of any such party.

NOW THEREFORE, in consideration of the mutual premises contained herein and other valuable consideration, the Parties hereto agree that Schedule A to the Agreement is amended to read as follows:

Schedule A to the Administration Agreement Dated as of July 1, 2006
Between First American Funds, Inc. (the “Fund”) and
U.S. Bancorp Asset Management, Inc. (the “Administrator”)

Administration Fees

Pursuant to Article 2, the Fund shall pay the Administrator compensation for services rendered to each Portfolio, calculated daily and paid monthly at the annual rates set forth in the following table. Such rates are based on the net assets of all open-end First American mutual funds for which the Administrator acts as investment adviser and provides administrative services (“Complex-Wide Assets”):

Complex-Wide Assets (in billions)	Class A Share Fee (per annum)	Fee for All Other Classes (per annum)
First $8 billion	18.0 bp	13.0 bp
Next $17 billion	16.5 bp	11.5 bp
Next $25 billion	15.0 bp	10.0 bp
Assets over $50 billion	13.0 bp	8.0 bp

Complex-Wide Assets at the end of each day are applied to the above fee schedule to determine the hypothetical fee that would be charged if such schedule were applicable to all open-end mutual funds for which the Administrator acts as investment adviser and provides administrative services (the “Complex-Wide Fee”). Each Portfolio is then charged an administrative fee (accrued daily and calculated and paid monthly) equal to its proportionate amount of the Complex-Wide Fee, determined based on the Portfolio’s proportionate amount of Complex-Wide Assets.

Out-of-Pocket Expenses

In addition to paying the Administrator the fees described above, the Fund agrees to reimburse the Administrator for its out-of-pocket expenses in providing services hereunder, including without limitation the following:

(a)

All postage and delivery charges incurred by the Administrator in delivering materials to and from the Fund;

(b)

All telephone, telecopy or other electronic transmission and communication expenses incurred by the Administrator in communication with the Fund, the Fund’s custodian or others as required for the Administrator to perform the services to be provided hereunder;

(c)

The Fund’s pro rata share of the cost of the Administrator obtaining pricing service quotations;

(d)

The cost of any media used to create and store records or other materials;

(e)

All systems-related expenses associated with the provision of special reports and services;

(f)

Any expenses the Administrator shall incur at the written direction of an officer of the Fund thereunto duly authorized; and

(g)

Any additional expenses, agreed to in advance by the Fund, reasonably incurred by the Administrator in the performance of its duties and obligations under this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the day and year first above written.

	FIRST AMERICAN FUNDS, INC.

	By:	/s/ James D. Palmer
		James D. Palmer

	Its:	Vice President

	U.S. BANCORP ASSET MANAGEMENT, INC.

	By:	/s/ Jill M. Stevenson
		Jill M. Stevenson

	Its:	Head of Operations and Mutual Fund Treasurer

Exhibit 99(m)(2)

Rule 12b-1 Fee Agreement

Quasar Distributors, LLC

111 Kilbourn Ave, Suite 2200Milwaukee, WI 53202

______________, 20__

[Dealer Name]

[Street]

[City, State, Zip]

Ladies and Gentlemen:

This letter will confirm our understanding and agreement with respect to Rule 12b-1 payments to be made to you pursuant to the dealer agreement between you and us (the “Dealer Agreement”) which entitles you to serve as a selected dealer of the funds set forth on Exhibit A to this Agreement (the “Funds”).

1. Pursuant to Distribution Plans adopted by the Funds pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the “Plans”) and the Dealer Agreement, we will remit to you on a monthly basis (within ten business days following the end of the month to which such payments relate) Rule 12b-1 payments as described in each applicable Fund’s prospectus; provided, however, that no Rule 12b-1 payments shall be due to you unless and until we receive such payments from the applicable Fund. Rule 12b-1 payments are in consideration of distribution and/or shareholder services provided by you to your customers who invest in and own shares of the Funds. Shareholder services may include providing information periodically to customers showing their positions in Fund shares and responding to routine inquiries from customers concerning their investment in Fund shares.

2. You agree that all activities conducted under this Agreement will be conducted in accordance with the Plans, as well as all applicable state and federal laws, including the Investment Company Act of 1940, the Securities Exchange Act of 1934, the Securities Act of 1933 and any applicable rules of the Financial Industry Regulatory Authority.

3. You shall furnish us with such information as shall reasonably be requested either by the Directors of the Funds or by us with respect to the services provided and the fees paid to you pursuant to this Rule 12b-1 Agreement.

4. This Agreement may be terminated by the vote of (a) a majority of shareholders, or (b) a majority of the Funds’ Directors, on 60 days’ written notice, without payment of any penalty. In addition, this Agreement will be terminated by any act that terminates the Plans or the Dealer Agreement and shall terminate immediately in the event of its assignment. This

First American 4/8/2021

Agreement may be amended by us upon written notice to you, and you shall be deemed to have consented to such amendment upon effecting any purchases of shares for your own account or on behalf of any of your customer’s accounts following your receipt of such notice.

5. This Agreement shall become effective on the date accepted by you and shall continue in full force and effect so long as the continuance of the Plans are approved at least annually by a vote of the Board of Directors of the Funds. All communications to us should be sent to the above address.

Quasar Distributors, LLC

By:
Mark Fairbanks, Vice President

Accepted:


(Dealer Name)

(Street Address)

(City)(State)(ZIP)

(Telephone No.)

(Facsimile No.)

By:


(Name and Title)

First American 4/8/2021

Exhibit A

For all services rendered pursuant to the Bank-Trust Company Dealer Agreement, we shall pay you a fee based on the average daily net assets of Class A shares of the following Funds, as applicable, which are owned of record by your firm as nominee for your customers or which are owned by those customers of your firm whose records, as maintained by the Fund or its agent, designate your firm as the customer’s dealer of record. The amount of the 12b-1 fee for each Fund is described and set forth in each Fund’s current prospectus.

We shall make the determination of the net asset value of each class of shares of the Funds, which determination shall be made in the manner specified in the Funds’ current prospectuses, and pay to you, on the basis of such determination, the fee specified, to the extent permitted under the Plans.

First American Funds, Inc.

Government Obligations Fund
Retail Prime Obligations Fund
Retail Tax Free Obligations Fund
Treasury Obligations Fund
U.S. Treasury Money Market Fund

First American 4/8/2021

Exhibit 99(p)(2)

Code of Ethics - Advisor

U.S. Bancorp Asset Management, Inc.

First American Funds

Effective: 7/1/2021

TABLE OF CONTENTS:

REGULATORY HIGHLIGHTS

POLICY STATEMENT

INSIDER TRADING

SAFEGUARDING CLIENT AND FUND SHAREHOLDER INFORMATION

OUTSIDE ACTIVITIES

GIFTS AND ENTERTAINMENT

PERSONAL TRADING

PERSONAL TRADING REPORTING

WHISTLEBLOWING

10.

COMPLIANCE CONTROLS

11.

VIOLATIONS AND SANCTIONS

12.

POLICY SPECIFIC TERMS

13.

GLOSSARY OF FUND AND ADVISOR STANDARD TERMS

14.

EXHIBITS

USBAM CONFIDENTIAL

1 of 22

1.	*REGULATORY HIGHLIGHTS*:

The Advisers Act Rule 204A-1 requires an SEC-registered investment adviser to have a code of ethics to set forth the standards of business conduct expected of all persons to whom the code of ethics applies. The code of ethics must address personal securities trading, required reporting provisions, compliance with applicable Federal Securities Laws, how violations are reported to the CCO, and any potential sanctions for violations of the code of ethics.

The Company Act Rule 17j-1, similar to Rule 204A-1(a-c, e), requires investment advisers to adopt a written code of ethics that prohibits unlawful actions by Access Persons including engaging in fraud in connection with personal transactions in securities held or to be acquired by an investment company. Rule 17j-1 requires Access Persons to seek pre-approval to acquire investments in initial public offerings and in limited offerings. The rule requires Access Persons to report information regarding personal securities transactions; requires the investment adviser to provide the Fund’s board of directors with a written report regarding compliance with its code of ethics; and imposes report review and recordkeeping requirements.

The Exchange Act Rules 10b5 and 10b5-1 prohibit any act or omission resulting in fraud or deceit in connection with the purchase or sale of any securities and requires policies and procedures to prevent the misuse of Material Non-Public Information.

The Sarbanes Oxley Act of 2002, Section 406 requires the Funds, as an issuer of securities, to disclose in their Form N-CSR filing whether or not, and if not, the reason therefore, such issuer has adopted a code of ethics applicable to its senior financial officers (i.e., Fund president, Fund treasurer and Fund assistant treasurer).

2.	POLICY STATEMENT:

The Code of Ethics – Advisor Policy (the “Code”) applies to all Access Persons except where specifically noted. The Code has been adopted by USBAM and the Board, and is administered by the Compliance Department. Compliance has implemented iTrade and CTI Examiner systems to assist in the monitoring, reporting and certification processes.

As an investment advisor, Client trust is our most valuable asset. Our success largely depends on the degree of trust our Clients bestow upon us. All of us at USBAM are responsible for maintaining that trust and must conduct ourselves with the highest ethical standards. We must always place the interests of Clients ahead of our own and avoid actual and perceived Conflicts of Interest. It is not enough for us to simply comply with the letter of the law; we must observe exemplary standards of honesty and integrity above and beyond the minimal legal requirements. To that end, we have adopted this Code to help guide our conduct.

The Code does not attempt to identify all possible Conflicts of Interest. Literal compliance with the Code will not shield an Access Person from liability for personal trading or other conduct that violates a fiduciary duty to Clients. Access Persons are encouraged to seek clarification of, and discuss questions about, potential Conflicts of Interest with Compliance.

USBAM CONFIDENTIAL

2 of 22

In addition to this Code, Employees are subject to the U.S. Bancorp Code of Ethics and Business Conduct. If an Employee believes compliance with the Code and the U.S. Bancorp Code of Ethics and Business Conduct imposes conflicting obligations on the Employee, contact Compliance immediately (Exhibit 1).

Additionally, FINRA registered Employees are subject to its broker-dealer’s Code of Conduct requirements.

Exceptions to the Code. An exception to the Code may be granted under very limited circumstances. The exception must be authorized by the CCO and a copy of the exception will be retained by Compliance.

Should the CCO amend the Code or grant an exception to exempt the Funds’ senior financial officers (i.e., Fund president, Fund treasurer and Fund assistant treasurer) of any provisions of the Code that relate to the written standards set forth in Rule 17j-1(b), Compliance will notify USBAM Fund Administration to disclose the nature of the exception, the name of the person to whom the exception was granted and the date of the exception in the next subsequent filing of Form N-CSR on behalf of the Funds.

The CCO has the authority, at any time, to impose additional requirements or restrictions as he or she determines appropriate or necessary. Any exception, and any additional requirement or restriction, may be withdrawn by the CCO at any time.

Violations of the Code. Failure of Access Persons to comply with the Code and/or Federal Securities Laws may lead to disciplinary action resulting in one or more of the following:

●

Oral reprimand

●

Letter of censure

●

Disgorgement of profits or fines

●

Termination of personal trading privileges

●

Reduction in salary or position

●

Suspension without pay

●

Termination of employment

●

Referral to appropriate government agency

●

Civil and/or criminal penalties from government agencies including FINRA (for licensed individuals) and the SEC. This could include fines, suspension from the industry and/or imprisonment.

Violators will be required to pay any remuneration resulting from a Code violation by his/her Immediate Family Members.

Sanctions imposed under this Code do not preclude additional sanctions being imposed by the Board and cannot be deemed as a waiver of rights by any Client or Fund shareholder.

USBAM CONFIDENTIAL

3 of 22

3.	*INSIDER TRADING*:

Insider trading is the illegal practice of trading or recommending the trading of any security based on Material Non-Public Information. Access Persons shall not employ any device, scheme or artifice to defraud; make any untrue statement of a material fact or omit a material fact necessary in order to make the statement, in light of the circumstances under which it was made, not misleading; engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or engage in any manipulative practice.

Access Persons may not attempt to force or prompt a Client, potential Client or affiliate to disclose Material Non-Public Information.

Types of Insider Information. The following are some types of information related to an issuer of securities that may be considered Material Non-Public Information until publicly disclosed:

●

Changes in Control or in management

●

Earnings information, including new or changed earnings estimates

●

Events regarding the issuer’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of investors, changes in debt ratings, advanced re-fundings, public or private sales of additional securities, including private investments in public entities)

●

Major litigation

●

Mergers, acquisitions, tender offers, joint ventures or changes in assets

●

New products, discoveries or developments regarding customers or suppliers (e.g., the acquisition or loss of a contract)

Receipt of Insider Information. Access Persons may, depending on the circumstances, also become “insiders” or “tippees” when they obtain Material Non-Public Information through “tips” from “insiders,” consultants, research providers, broker-dealer personnel, family members or from business or social situations. In these scenarios, Access Persons who receive such information must treat the information as Material Non-Public Information and must fully comply with these procedures to prevent the misuse of that information. Under such circumstances Access Persons must immediately contact the CCO.

It is critical that Material Non-Public Information possessed by Access Persons is not used in conjunction with the purchase or sale of personal or Client Securities, not revealed to inappropriate persons, and not used improperly.

If there is ever a question with respect to whether information is considered Material Non-Public Information, Access Persons are expected to contact the CCO.

Confidentiality of Insider Information. Just as Access Persons are prohibited from trading while in possession of Material Non-Public Information, they are likewise required to maintain the confidentiality of such information and not intentionally or inadvertently disclose, or “tip,” that information to others.

USBAM CONFIDENTIAL

4 of 22

The prohibition against intentional or inadvertent disclosure or misuse of Material Non-Public Information applies to Access Persons no matter how the information is obtained.

Insider Information about U.S. Bancorp. Access Persons are “insiders” when they possess Material Non-Public Information about the business or activities of U.S. Bancorp (such as unannounced results of operations, the proposed issuance of U.S. Bancorp securities or other major developments or transactions by U.S. Bancorp or its affiliates) that, when publicly disclosed, may affect the market values of U.S. Bancorp securities or securities of other companies. Access Persons who possess “inside” information about U.S. Bancorp must comply with the requirements stated above regarding Material Non-Public Information.

Creditors’ Committees. Access Persons may serve on an insolvent issuer’s creditors’ committee, which provides USBAM with access to Material Non-Public Information (e.g., internal financial projections, validity of claims, likelihood of reorganization, etc.). In such situations, the Access Person must notify the CCO and obtain approval prior to participating on the committee.

4.	SAFEGUARDING CLIENT OR FUND SHAREHOLDER INFORMATION:

Certain information about our Clients (including former Clients) or Fund shareholders is confidential. An Access Person is permitted to disclose certain confidential Client or Fund shareholder information only to those with a business need or right to know such information.

Confidential Client or Fund Shareholder Information. This information may include name, tax identification/social security number, account information including the amount and composition of investments, information regarding USBAM’s investment recommendations and pending or completed transactions.

Guidelines for Disclosure of Confidential Client or Fund Shareholder Information. Client contractual agreements, the Funds’ Prospectuses and Statement of Additional Information and USBAM policies may restrict who and/or how confidential information may be disclosed. Before such information is shared, verify that contractual or policy restrictions do not exist. USBAM will typically provide confidential Client or Fund shareholder information when necessary to service specific accounts, as required by regulatory authorities or law enforcement officials who have jurisdiction over USBAM, or as otherwise required by any applicable laws.

Responsibility Regarding Confidential Client or Fund Shareholder Information. Access Persons are prohibited, both during and after the termination of their employment or contract with USBAM, from directly or indirectly disclosing confidential Client and Fund shareholder information to any person or entity outside USBAM, including family members or affiliates of USBAM, except under the circumstances described above.

Access Persons are also prohibited from using confidential Client or Fund shareholder information for their own personal benefit or the benefit of any third party. In addition, Access Persons are prohibited from making unauthorized copies of any documents or files containing confidential Client or Fund shareholder information.

USBAM CONFIDENTIAL

5 of 22

Securing Confidential Client or Fund Shareholder Information. Access to confidential Client or Fund shareholder information should be restricted to those with a business need or right to know such information. Access Persons who have access to confidential Client and Fund shareholder information are required to keep such information secure. Unauthorized access to confidential Client or Fund shareholder information must be reported immediately to the Access Person’s supervisor.

5.	*OUTSIDE ACTIVITIES:* (This section applies to Employees only)

Certain types of outside activities may cause a Conflict of Interest or the appearance of a Conflict of Interest or interfere with the Employees duties and responsibilities at USBAM or potentially impact USBAM’s reputation. While there is no absolute prohibition on an Employee participating in outside activities, certain outside activities may require Compliance to impose specific conditions, limitations or prohibitions on an Employee’s employment, board membership, political position, or other activity.

Disclosure of Outside Activities. Employees must promptly disclose any outside activity or family member relationship that may present a potential Conflict of Interest, an actual Conflict of Interest, or the appearance of a Conflict of Interest.

Examples of Employee outside activities that may require disclosure include, but aren’t limited to, the following:

●

Having any paid position outside of USBAM

●

Holding an elected or appointed position with a state or local government

●

Participating in an investment club

●

Serving as treasurer for a profit or non-profit organization

●

Serving on a co-op or home owners association board or committee

●

Serving on an investment/finance committee for an organization

●

Serving on the board or operation/leadership committee of an organization

Examples of family member relationships that may require disclosure include, but aren’t limited to, when family members participate in the following:

●

Employed as a portfolio manager or trader at another financial institution

●

Employed by a Client

●

Employed by a Government Entity

●

Holding an elected or appointed position with a state or local government

●

Serving as treasurer for a profit or non-profit organization

●

Serving on an investment/finance committee for an organization

●

Serving on the board or operation/leadership committee of an organization

Compliance will evaluate Employee and family member relationship disclosures to determine if the disclosed activity or relationship could create a Conflict of Interest with Clients and if additional approval, disclosure or reporting is required.

USBAM CONFIDENTIAL

6 of 22

Outside Activities for Compensation. If an Employee receives compensation from an outside financial services organization for any reason, written approval from the Employee’s supervisor and the CCO is required.

Investment Advice to Others. Employees may not provide investment advice to anyone, except as required by their USBAM position, without prior written authorization from the CCO.

Serving as a Director of a Public Company. Access Persons are prohibited from serving as a member of the board of directors (or other advisory board) of any publicly traded company without prior authorization by the CCO and the Funds’ Board. Authorization will only be given if both the Funds’ Board and the CCO determine that service on a board of directors presents a limited potential for any Conflict of Interest. In addition, U.S. Bancorp places additional limitations on service on a board of directors. For additional information, see the U.S. Bancorp Code of Ethics and Business Conduct or contact the appropriate Compliance person (Exhibit 1).

6.	*GIFTS AND ENTERTAINMENT*: (This section applies to Employees only)

Generally, Employees must not solicit, allow themselves to be solicited, or accept gifts, entertainment, or other gratuities intended to or appearing to influence decisions or favors toward USBAM’s business to or from any Client, potential Client, USBAM vendor or potential vendor.

The giving or receiving of personal gifts and entertainment should be limited to commonly recognized events or occasions, such as promotions, new jobs, weddings, retirement, holidays or birthdays.

Gifts. A gift includes any item, event, meal or activity given or received where the providing person does not attend the event, meal or activity.

Gift Limit. Employees may not give or receive individual gifts with a value exceeding $100 to/from any entity or individual in aggregate, over one calendar year.

Employees may retain a gift above $100 in value if the gift is shared among Employees and the full value of the gift is reported, noting that it was shared with Employees.

In isolated circumstances, when a gift is received with a value of more than $100 and returning the gift would offend the giver, the Employee may request an exception to the Code from the CCO. If the exception is not granted, the gift will need to be returned. If the exception is granted, the Employee must:

●

Obtain written consent of the exception from the CCO

●

Disgorge the value above $100 via a check made out to USBAM, who will then donate it to charity

●

Report the total value of the gift, with explanation of the exception, and amount disgorged

Gift Cards. Gift cards and gift certificates given or received to a specific establishment are limited to a $25 maximum. Cash gift cards, such as Visa or American Express, are prohibited.

USBAM CONFIDENTIAL

7 of 22

Gift Reporting. Gifts given or received with a value of more than $30 must be reported no later than 30 days following the end of the quarter in which the gift was given or received. Gifts received may be shared among Employees and not reported if it has a value less than $100.

Gift Drawings/Prizes. When representing USBAM, an Employee may participate in random drawings or events where prizes have a value above $100 or above the $25 gift card limit provided there was no bias to the drawing or event

A non-FINRA registered Employee may accept a prize with the value above $100 or above the $25 gift card limit. As soon as practical, the Employee will email [email protected] and the CCO information regarding the value and a description of the prize. Compliance will determine if any disgorgement of the amount above the acceptable level is required. The Employee still has the requirement to report the entire value of the prize no later than 30 days following the end of the quarter in which the prize was received.

Under no circumstances is a FINRA registered Employee allowed to accept a prize in random drawings or events with a value above $100 or above the $25 gift card limit.

Gifts to Government Officials. Employees may not give or receive any gift to a Government Official no matter the value.

Entertainment. Entertainment includes any event, meal or activity that is attended by a person offering such entertainment, either physically or virtually. This also includes instances where an Employee is offering the event, meal or activity on behalf of a current or prospective Client, an affiliate or a vendor.

Employees may give or receive reasonable business entertainment if the Client, potential Client, USBAM vendor or potential vendor is physically or virtually present at the business meal or entertainment. If the person (or entity) paying for the entertainment does not have a representative in attendance, the event no longer qualifies as entertainment and must be reported as a gift. For virtual events, the entertainment, including meals, must take place during the virtual event to qualify: otherwise it is considered a gift.

Entertainment Reporting. Entertainment given or received that has a value exceeding $100 per person must be reported no later than 30 days following the end of the quarter in which the entertainment occurred. If multiple Employees received the entertainment, each Employee must individually report the event and include the names of everyone that attended the event.

If USBAM provided the entertainment, the Employee who paid for the entertainment reports the total amount paid, indicates if there were multiple Employee attendees and lists the names of all attendees. Entertainment reporting by the other Employees in attendance is not required.

Entertainment to Government Officials. Employees may not accept or provide any entertainment to a Government Official no matter the value.

USBAM CONFIDENTIAL

8 of 22

7.	*PERSONAL TRADING*:

As an Access Person, the ability to conduct personal trading is a privilege, not a right. At USBAM we must put our Clients’ interests first.

Reportable Accounts. Access Persons are required to report any account holding Securities in which they have a beneficial interest, such as direct or indirect financial interest or direct or indirect control. In addition, Access Persons should consider themselves to have beneficial interest of any account held by Immediate Family Members or other persons by reason of any contract, arrangement, understanding or relationship that provides them with sole or shared voting or investment power over that account. Reportable Accounts include but are not limited to trust accounts, accounts with Securities pledged as collateral for a loan, and general or limited partnerships.

Duplicate Broker Confirmations. Compliance must receive a duplicate copy of all transaction confirmations generated for Reportable Accounts.

Discretionary Accounts. Reportable Accounts where full investment authority has been granted to a third party via a contract or agreement between the Access Person and such third party do not require pre-clearance or reporting of transactions and are exempt from Blackout Periods. Discretionary Accounts require the following:

●

Access Person provides a signed and executed copy of the Discretionary Account agreement to Compliance.

●

Annually, the third party discretionary provider is required to certify that the account owner exercised no discretion over the account at any point during the year.

Approved Brokers. USBAM requires Access Persons to effect transactions through Reportable Accounts maintained at the following approved brokers:

●

E*Trade

●

Fidelity Investments

		●	Merrill Lynch
		●	Morgan Stanley limited purpose U.S. Bancorp Stock Plan account for the holding of granted U.S. Bancorp vested stock

●

Schwab

●

TD Ameritrade

●

UBS Financial Services

●

U.S. Bancorp Investments

●

U.S. Bancorp Private Client Group

Non-Approved Brokers. To maintain Reportable Accounts at non-approved brokers, Access Persons are required to obtain an exception from the CCO except for accounts listed below:

●

Automatic Investment Plans

●

Immediate Family Members’ employer-sponsored plans that are self-directed and/or holding company stock

USBAM CONFIDENTIAL

9 of 22

●

Previous employer-sponsored plans that are self-directed and/or holding company stock

Non-Approved Broker Reporting. Access Persons with exceptions to maintain Reportable Accounts at non-approved brokers will upload their brokerage statements into the iTrade system at least quarterly.

Pre-Clearance of Transactions. All personal Securities transactions must be cleared in advance by Compliance unless specifically excepted from this requirement (see “Pre-Clearance Exceptions” below). When in doubt as to whether a transaction requires pre-clearance, Access Persons should pre-clear the transaction or seek clarification from Compliance before placing a trade.

Initial public offerings and private placement transactions require additional Compliance review prior to receiving pre-clearance approval. Therefore, Access Persons who wish to pre-clear such transactions must first provide the prospectus to [email protected] for review. Compliance will consider, among other factors, whether the investment opportunity should be reserved for Clients and whether the opportunity is being offered to the Access Person due to his or her relationship to USBAM or any fund sponsored or advised by USBAM.

Pre-Clearance Approval. Approved transactions, except those involving initial public offerings and private placements, must be executed by the close of the New York Stock Exchange the same day approval is given. If a transaction is not executed that day, pre-clearance must be requested again prior to trade execution.

Pre-Clearance Exceptions. Certain Security transactions are not subject to pre-clearance requirements:

Purchases in:

●

Automatic Investment Plans

●

Employer’s stock under an employer-sponsored plan (including the employer of a spouse)

Transactions in:

●

Common/collective trust funds

●

Derivative Securities linked to physical commodities, such as exchange-trade futures contracts on physical commodities, options on such contracts and over-the-counter derivatives related to physical commodities

●

Discretionary Accounts

●

Exempt Securities (including shares of open-end funds)

●

Granted U.S. Bancorp stock and stock options held in U.S. Bancorp Stock Plan brokerage accounts at Fidelity and Morgan Stanley

●

Rights acquired as the result of an exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent the rights were acquired from the issuer; and any sales of these rights

●

Securities that are non-volitional on the part of the Access Person, including

USBAM CONFIDENTIAL

10 of 22

purchases or sales upon exercise of puts or calls, non-volitional sales from a margin account pursuant to a bona fide margin call; and purchases or sales as part of divorce settlement or decree

Blackout Periods. Access Persons may not buy or sell any Security on the same business day as any Client.

If a Client trade takes place the same business day an Access Person has traded in the Security, Compliance will send the Access Person a form asking if the Access Person had any knowledge of the Client trade to help detect front running. Once the Access Person has completed and returned the form, Compliance will determine if further action is necessary.

Blackout Period Exceptions. Certain Security transactions are not subject to a Blackout Period:

Purchases in:

●

Automatic Investment Plans

●

Employer’s stock under an employer-sponsored plan (including the employer of a spouse)

Transactions in:

●

Common/collective trust funds

●

Discretionary Accounts

●

Exempt Securities

●

Securities that are non-volitional on the part of the Access Person, including purchases or sales upon exercise of puts or calls, non-volitional sales from a margin account pursuant to a bona fide margin call; and purchases or sales as part of divorce settlement or decree

●

Securities of issuers included in the Russell 1000 stocks by Access Persons in amounts less than $10,000 in any single trading day

●

Securities of issuers included in the S&P 100

●

Securities of issuers included in the S&P 500 stocks by Access Persons in amounts less than $25,000 in any single trading day

●

Securities whose performance are directly tied to a broad-based, publicly traded market basket or index of stocks (e.g., SPDRS, QQQ, Diamonds)

Prohibited Transactions. An Access Person cannot transact in a Security if the Security is on a restricted list which includes publicly traded securities for which a Client is the issuer.

Any exceptions to this must be approved by the CCO and USBAM’s Chief Investment Officer.

USBAM CONFIDENTIAL

11 of 22

Leave of Absence. An Access Person on a leave of absence is required to pre-clear transactions. Pre-clearance may be requested by contacting USBAM Code of Ethics administration, either by phone or email. Contact information is located in Exhibit 1.

8.	*PERSONAL TRADING REPORTING:*

To ensure that the provisions of the Code regarding personal trading are being observed, each Access Person is required to make the following disclosures:

Initial Hire Reporting. The following information is required to be provided to Compliance, in writing, within 10 calendar days of initial hire date.

●

Code of Ethics Certification – Access Persons must sign a certification indicating they have read, understand and will comply with the Code.

●

Accounts Disclosure – Access Persons must disclose all Reportable Accounts.

●

Holdings Disclosure – Access Persons must disclose all holdings of Securities within Reportable Accounts to Compliance. Rule 204A-1 requires that these holdings must be current as of a date no more than 45 days prior to initial hire date. Please note Exempt Securities do not need to be disclosed.

●

Roommate Disclosure – Access Persons must disclose if living in the same household with a non-spouse adult who is not an Immediate Family Member.

Quarterly Reporting. The following information is required to be provided to Compliance, through the iTrade system, within 30 calendar days after quarter end.

●

Code of Ethics Certification - Access Persons must certify they have read, understood and complied with the Code. In addition, Access Persons certify they have reported all Material Non-Public Information that has come into their possession and have not shared such information with any other person or acted on such information.

●

Reportable Account Certification - Access Persons must certify that all Reportable Accounts have been reported.

●

Transaction Certification - Access Persons must certify that all reportable Securities transactions in Reportable Accounts have been reported. This includes certain Securities transactions that do not require pre-clearance or are exempt from Blackout Periods but do require reporting.

Annual Reporting. The following information is required to be provided to Compliance.

●

Holdings Certification (45 calendar days after year-end) – Access Persons must certify, through the iTrade system, that the record of holdings as of year-end, other than holdings in Exempt Securities, is complete and accurate. If the record of holdings is incorrect, the Access Person must update the holdings information prior to certification.

●

Discretionary Account Certification (45 calendar days after year-end) – Access Persons with Discretionary Accounts must complete the U.S. Bancorp Asset Management, Inc. Annual Discretionary Account Third Party Certification and provide year-end statements for each Discretionary Account.

USBAM CONFIDENTIAL

12 of 22

●

Roommate Disclosure Certification (30 calendar days after second quarter end)– Access Persons with a non-spouse adult, who is not an Immediate Family Member, living in the same household must certify to the following:

○

Access Person has not and will not disclose information to the roommate about any Security transactions executed or under consideration for execution on behalf of Clients.

○

Access Person is not aware of any inadvertent disclosure to the roommate of Security transactions described above.

○

If the Access Person is aware of any Security transactions executed by the roommate as a result of intentional or inadvertent disclosure of Security transactions described above it will be immediately reported to the CCO.

Leave of Absence. An Access Person on leave during any certification period is required to complete the certification when they return to the office.

9.	*WHISTLEBLOWING:*

USBAM is committed to high standards of ethical, moral and legal business conduct and expects all Access Persons to report suspected violations or concerns regarding compliance with laws, regulations or the Code, or suspected wrongdoings that could harm the reputation of the Advisor and/or the Funds.

Reporting. USBAM encourages Access Persons to raise concerns within the organization regarding actual or suspected wrongful conduct engaged in by an Access Person, third party service provider or vendor. Access Persons who are aware of, or have reason to suspect, wrongful conduct are asked to report the conduct either verbally or in writing to any of the following:

●

Immediate supervisor or other USBAM senior manager

●

USBAM Chief Executive Officer

●

USBAM Chief Counsel

●

CCO

●

U.S. Bank Ethics Line at 866-ETHICS4 (866-384-4274) or use the Ethics Line Web Form

●

SEC (https://www.sec.gov/about/offices/owb/owb-tips.shtml)

Confidentiality will be maintained to the extent possible, regardless of the method used to report possible unethical conduct. All questions or concerns will be handled discreetly and thoroughly. Anonymous reports may be mailed along with a description of the suspected violation or other complaint or concern to:

Alyssa Bentz, Chief Compliance Officer

800 Nicollet Mall, BC-MN-H04N

Minneapolis, MN 55402

USBAM CONFIDENTIAL

13 of 22

Prompt disclosure of suspected violations to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution.

Response. USBAM will take whatever action is necessary and appropriate to address allegations of activity that may be considered fraudulent or illegal in nature, or could potentially damage the reputation of the Advisor or the Funds.

The CCO will work with Legal, appropriate USBAM senior leaders and in certain instances U.S. Bank Human Resources to recommend and implement the appropriate disciplinary action depending upon the severity of the violation.

The Funds’ Board and/or Audit Committee may receive information on each report of concern and follow-up information on actions taken. The SEC and/or other regulators may be notified.

Retaliation. No Access Person who makes a good faith report of suspected or actual misconduct will suffer harassment, retaliation or adverse employment consequences. Any person who retaliates against any Access Person who makes a good faith report is subject to discipline up to and including termination.

Individuals who have made a good faith allegation and feel they have suffered harassment, retaliation or adverse employment consequences are encouraged to contact any of the following:

●

Immediate supervisor or other USBAM senior manager

●

USBAM Chief Executive Officer

●

USBAM Chief Counsel

●

CCO

●

U.S. Bank Human Resources

●

SEC (https://www.sec.gov/about/offices/owb/owb-tips.shtml)

10.

COMPLIANCE CONTROLS:

Preventative Control Procedures:

●

Access Persons are required to attend training on the Code at least annually.

●

Newly hired Access Persons are required to attend training on the Code within a reasonable period of time after their start date.

●

Compliance will add Securities to the restricted list when an Access Person is in receipt of Material Non-Public Information.

●

Compliance will monitor initial hire reporting, quarterly reporting and annual reporting through the use of iTrade and CTI Examiner to determine compliance with reporting requirements.

●

The CCO will approve Access Persons participation on insolvent issuer’s creditors’ committee.

●

The CCO will approve exceptions to the Code.

USBAM CONFIDENTIAL

14 of 22

●

Compliance will determine if additional approval, reporting or disclosure is required due to Employee outside activities reporting.

Detective Control Procedures:

●

Compliance conducts additional monitoring when an Access Person is in receipt of Material Non-Public Information.

●

Compliance conducts quarterly review of Employee trading of U.S. Bancorp restricted stock and options transaction in conjunction with timing of U.S. Bancorp news releases.

●

Compliance monitors pre-clearance requirements through the use of iTrade and CTI Examiner reports.

●

Compliance conducts additional monitoring when an Access Person is a member of an insolvent issuer’s creditors’ committee.

●

On a quarterly basis, Compliance reviews gift and entertainment reports for reasonableness, trends and compliance with reporting requirements.

●

On a quarterly basis, Compliance reports any gift and entertainment outliers to the respective senior leader.

●

Compliance monitors and reviews personal trading and reporting through the use of iTrade and CTI Examiner reports.

●

Compliance sends and reviews forms related to trading during a Blackout Period.

●

On a quarterly basis, Compliance reviews the Credit and Investment Departments meeting log and compares to personal trading transactions around meeting dates that may be indicative of insider trading.

●

On a quarterly basis, Compliance reviews the Credit and Investment Departments meeting log and compares to client trading transactions in CRIMS in order to identify transactions around meeting dates that may be indicative of insider trading.

Corrective Control Procedures:

●

Quarterly or sooner, depending on the circumstances, violations of the Code will be reported to the CCO, USBAM senior management and the Board.

●

Compliance will help determine the actions taken as the result of a violation of the Code or Federal Securities Laws.

●

Compliance will help determine if additional reporting or disclosure is required as the result of a violation of the Code or Federal Securities Laws.

●

Compliance will report gift and entertainment activity by senior financial officers (i.e. Fund president, Fund treasurer and Fund assistant treasurer) that has a value exceeding $200 per person to the Board at or before the next regularly scheduled meeting of the Board.

●

The Board will review and approve changes to the Code no later than six months after adoption of material changes.

●

The CCO will provide the Board a written certification required by Rule 17j-1(c)(1)(ii) at least annually.

USBAM CONFIDENTIAL

15 of 22

11.

VIOLATIONS AND SANCTIONS:

The Code supports our commitment to an ethical work place and is an integral element of the control environment required under Federal Securities Laws. Access Persons are required to promptly report the following to Compliance:

●

Any violation of the Code

●

Any issue that an Access Person believes should be reviewed by Compliance to determine whether it meets the statutory definition of a material compliance matter (a matter about which USBAM’s management or the Board would reasonably need to know to oversee compliance)

●

Any violation of Federal Securities Laws

Retaliation of Reporting Violations. The Advisor will not tolerate any form of retaliation against a person who in good faith reports a violation or suspected violation of Federal Securities Laws or of the Code.

Sanctions. Failure of Access Persons to comply with the Code and Federal Securities Laws may lead to disciplinary action. In considering actions to enforce the Code, Compliance, Legal and USBAM senior management and in certain instances, the Board and U.S. Bank Human Resources, will consider the relevant facts and circumstances of the incident and the Access Person’s prior record of compliance.

Violations of this Code and/or Federal Securities Laws may result in one or more of the following:

● Oral reprimand

● Letter of censure

● Disgorgement of profits or fines

● Termination of personal trading privileges

● Reduction in salary or position

● Suspension without pay

● Termination of employment

● Referral to appropriate government agency

●

Civil and/or criminal penalties from government agencies including FINRA (for licensed individuals) and the SEC. This could include fines, suspension from the industry and/or imprisonment.

Violators will be required to pay any remuneration resulting from a Code violation by an Immediate Family Member.

Sanctions imposed under this Code do not preclude additional sanctions being imposed by the Board and cannot be deemed as a waiver of rights by any Client or Fund shareholder.

USBAM CONFIDENTIAL

16 of 22

Policy Owner

CCO

Responsible Parties

Compliance Department

Related Policies

Code of Ethics - Fund

Form N-CSR

Related Disclosures

None

12.

POLICY SPECIFIC TERMS:

Access Person(s)	Any Employee or contractor/consultant/temporary employee on assignment for four weeks or longer or exceeding eight weeks over a twelve-month period. Access Persons also includes the Funds’ president, treasurer, assistant treasurer and all other Fund officers as well as USBAM officers and directors.

Automatic Investment Plan	An investment plan, including dividend reinvestment plans, that allows investors to contribute funds to an investment account in regular pre-determined intervals. Payment can be deducted from an individual’s paycheck or paid out from a personal account.

Blackout Periods	Access Persons may not buy or sell any Security on the same business day as any Client.

Conflicts of Interest	A situation in which financial or other personal considerations may adversely affect, or have the appearance of adversely affecting, an Access Person’s professional judgment in exercising any duty or responsibility.

Control	The power to exercise a controlling influence over the management or policies of a company. Beneficial ownership of more than 25% of the voting securities of a company is presumed to indicate “Control” of that company.

Discretionary Account(s)	Accounts where full investment authority has been granted

USBAM CONFIDENTIAL

17 of 22

	to a third party via a contract or agreement between the Access Person and such third party.

Exempt Security or Securities	Securities that do not need to be pre-cleared or reported and are exempt from Blackout Periods under this Code. Examples of Exempt Securities are:

	●	Direct obligations of the Government of the United States
	●	Bankers’ acceptances, bank certificates of deposit, commercial paper
	●	High-quality short-term debt instruments including repurchase agreements
	●	Shares issued by open-end funds

Federal Securities Laws	As defined in the adopting release for Rule 38a-1 and Rule 206(4)-7, Federal Securities Laws means the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the Company Act, Advisers Act, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to the Funds, and any rules adopted thereunder by the SEC or the Department of the Treasury.

Government Entity	Any state or political subdivision of a state, including any agency, authority or instrumentality of the state or political subdivision; a plan or pool of assets controlled by the state or political subdivision or any agency, authority or instrumentality thereof; and any officer, agent, or employee of the state or political subdivision or any agency, authority, or instrumentality thereof, acting in their official capacity.

Government Official	An elected or appointed official at the U.S. federal, state, or local level of government, or a candidate for such office, or any other official or employee of the federal, state, or local legislature, executive branch agency, or other government agency, commission, board, authority, public fund, public educational institution, or any other governmental or quasi-governmental entity.

Immediate Family Members	Includes family sharing the same household (spouse, child, adult child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships) or other persons by reason of any contract, arrangement, understanding.

USBAM CONFIDENTIAL

18 of 22

Material Non-Public Information	Non-public information that is likely to affect the market price of any Security, or is likely to be considered important by reasonable investors in deciding whether to trade the Security. Information is not considered “public” unless it has been reported in the news media, revealed by the issuer in a public forum, discussed in a publicly disseminated research report or otherwise made publicly available.

Reportable Account(s)	Any account holding Securities in which the Access Person has a beneficial interest as a result of direct or indirect financial interest or direct or indirect control. In addition, persons should consider themselves to have beneficial interest of any account held by Immediate Family Members, other persons by reason of any contract, arrangement, understanding or relationship that provides them with sole or shared voting or investment power over that account.

	Reportable Accounts could include trust accounts, accounts with securities pledged as collateral for a loan, general or limited partnership or accounts owned by a corporation in which the Access Person has or shares investment control over the account.

Security or Securities	Includes all the instruments set forth in Section 2(a)(36) of the Company Act, i.e., any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, brokered or brokerage certificates of deposit, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a ‘Security’ or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. Securities shall also include any futures contract, option on

USBAM CONFIDENTIAL

19 of 22

a futures contract, forward agreement, SWAP agreement (including caps, floors, and collars), and any other derivative instrument.

Does not include checking and other demand or time deposits maintained at a bank or similar financial institution.

USBAM CONFIDENTIAL

20 of 22

13.

GLOSSARY OF FUND AND ADVISOR STANDARD TERMS:

Advisers Act	Investment Advisers Act of 1940, as amended
Advisor or USBAM	U.S. Bancorp Asset Management, Inc.
Board	First American Funds, Inc. Board of Directors
CCO	Chief Compliance Officer of USBAM and First American Funds
Client(s)	Money Market Funds and Institutional Advisory Clients
Company Act	Investment Company Act of 1940, as amended
Compliance or
Compliance Department	USBAM Compliance
Contractor(s)	Consultants and temporary or contract employees
CRIMS	Charles River Investment Management System
Employee(s)	An individual employed by USBAM or an individual employed by another U.S. Bancorp business line that directly services USBAM
Exchange Act	Securities Exchange Act of 1934, as amended
FINRA	Financial Industry Regulatory Authority
First American Funds, Fund(s) or	Each series of First American Funds, Inc. whether
Money Market Funds	now existing or organized in the future
ICCC	Internal Compliance Controls Committee
IMA	Investment Management Agreement
Institutional Advisory Client(s)	All clients other than the Money Market Funds whose portfolios are managed by USBAM pursuant to an investment management agreement or the equivalent
IPC	Investment Practices Committee
Legal or Legal Department	USBAM Legal
NAV	Net asset value
PORTIA	Portfolio Reporting Trading and Investment Analysis System
Quasar	Quasar Distributors, LLC – principal underwriter/distributor of First American Funds
SEC or Commission	U.S. Securities and Exchange Commission
Securities Act	Securities Act of 1933, as amended
SMCA	Separately Managed Collateral Account
USBGFS	U.S. Bancorp Global Fund Services, LLC

USBAM CONFIDENTIAL

21 of 22

EXHIBIT 1

CODE OF ETHICS CONTACT LIST

Please contact the following people with any questions concerning the Code:

[email protected]

Craig Jensen, Compliance Analyst: 612-303-3677; Fax 612-303-4362

Julie Barton, Compliance Manager: 612-303-7623; Fax 612-303-4362

Jacqueline Korus, Compliance Manager: 612-303-3441; Fax 612-303-4362

Please contact the following people regarding insider trading:

Alyssa Bentz, Chief Compliance Officer: 612-303-3457

Julie Barton, Compliance Manager: 612-303-7623

USBAM CONFIDENTIAL

22 of 22

Exhibit 99(q)

FIRST AMERICAN FUNDS, INC.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned persons hereby constitute and appoint Eric J. Thole, Richard J. Ertel, and James D. Palmer, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign Registration Statements on Form N-1A of the above-referenced investment companies, and any and all amendments thereto, including post-effective amendments, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or the substitutes for such attorneys-in-fact and agents, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date

/s/ Mark E. Gaumond	Chair	September 14, 2021
Mark E. Gaumond

/s/ David K. Baumgardner	Director	September 14, 2021
David K. Baumgardner

/s/ Roger A. Gibson	Director	September 14, 2021
Roger A. Gibson

/s/ Jennifer J. McPeek	Director	September 14, 2021
Jennifer J. McPeek

/s/ C. David Myers	Director	September 14, 2021
C. David Myers

/s/ P. Kelly Tompkins	Director	September 14, 2021
P. Kelly Tompkins

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 6/30/2026

1. SPY
2. EOSE
3. DLR
4. AVAV
5. MU

6. VSH
7. ENPH
8. ABVX
9. BAC
10. NVDA

Create E-mail Alert Related Categories

SEC Filings

Related Entities

The Capital Group Companies

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form 485BPOS FIRST AMERICAN FUNDS

You May Also Be Interested In

Create E-mail Alert Related Categories

Related Entities

Sign up for StreetInsider Free!

Free News Feed