Form 497 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

(collectively, the “First American Money Market Funds”)

 

Statement of Additional Information (SAI) Supplement dated January 3, 2017

 

 

This information supplements the First American Money Market Funds SAI dated October 14, 2016, as supplemented October 17, 2016. Please retain this supplement for future reference.

 

 

The table setting forth information about the directors of the First American Money Market Funds beginning on page 16 is replaced by the following table:

Name, Address and Year of Birth	Position Held with the Fund	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years and Other Relevant Experience1	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director2
David K. Baumgardner P.O. Box 1329 Minneapolis, MN 55440-1329 (1956)	Director	Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since January 2016	CFO, Smyth Companies, LLC   (commercial package printing) (1990 to present). Formerly, Certified Public Accountant at a large regional CPA firm (1978-1986). Independent Director, First American Fund Complex since 2016	First American Funds Complex: 2 registered investment companies, including 6 portfolios	None
Mark E. Gaumond P.O. Box 1329 Minneapolis, MN 55440-1329 (1950)	Director	Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since January 2016	Retired. Formerly, Senior Vice  Chair (Americas), Ernst & Young LLP (2006 – 2010). Certified Public Accountant and member of the American Institute of Certified Public Accountants. Director, Fishers Island Development Corporation and the Walsh Park Benevolent Corporation.  Former Director, Cliffs Natural Resources and The California Academy of Sciences.  Independent Director, First American Fund Complex since 2016	First American Funds Complex: 2 registered investment companies, including 6 portfolios	Director, Booz Allen Hamilton Holding Corporation (management and technology consulting); Director, Rayonier Advanced Materials, Inc. (materials manufacturer)

Roger A. Gibson P.O. Box 1329 Minneapolis, MN 55440-1329 (1946)

Director

Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since October 1997

Advisor/Consultant, Future Freight™, a logistics/supply chain company; former Director, Charterhouse Group, Inc., a private equity firm; non-profit board member; prior to retirement in 2005, served in several executive positions for United Airlines, including Vice President and Chief Operating Officer – Cargo; Independent Director, First American Fund Complex since 1997

First American Funds Complex: 2 registered investment companies, including 6 portfolios

Diversified Real Asset Income Fund (investment company)

Name, Address and Year of Birth

Position Held with the Fund

Term of Office and Length of Time Served

Principal Occupation During Past 5 Years and Other Relevant Experience1

Number of Portfolios in Fund Complex Overseen by Director

Other Directorships Held by Director2

Richard K. Riederer P.O. Box 1329 Minneapolis, MN 55440-1329 (1944)	Chair; Director	Chair term three years; Director term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Chair of FAF’s Board since January 2017; Director of FAF since August 2001	Owner and Chief Executive Officer, RKR Consultants, Inc., a consulting company providing advice on business strategy, mergers and acquisitions; former Director, Cliffs Natural Resources, Inc.; Certified Financial Analyst; non-profit board member; former Chief Executive Officer and President, Weirton Steel Corporation; former Vice President and Treasurer, Harnischfeger Industries, a capital machinery manufacturer; former Treasurer and Director of Planning, Allis Chalmers Corporation, an equipment manufacturing company; former Chairman, American Iron & Steel Institute, a North American steel industry trade association; Independent Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001	First American Funds Complex: 2 registered investment companies, including 6 portfolios	Diversified Real Asset Income Fund (investment company)
James M. Wade P.O. Box 1329 Minneapolis, MN 55440-1329 (1943)	Director	Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since August 2001	Owner and President, Jim Wade Homes, a homebuilding company; formerly, Vice President and Chief Financial Officer, Johnson Controls, Inc.; Independent Director, First American Fund Complex since 2001 and Firstar Funds 1988-2001	First American Funds Complex: 2 registered investment companies, including 6 portfolios	Diversified Real Asset Income Fund (investment company)

1

Includes each Director’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Director’s qualifications to serve as a Director, which contributed to the conclusion that each Director should serve as a Director for FAF.

2

Includes only directorships in a company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the 1940 Act.

 

The table on pages 19-21 of the SAI under the heading “Directors and Executive Officers—Standing Committees of the Board of Directors” is replaced by the following:

 

Committee Function

Committee Members

Number of Fund Complex Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/16

Audit Committee	The purposes of the Committee are (1) to oversee the Funds’ accounting and financial reporting policies and practices, their internal controls and, as appropriate, the internal controls of certain service providers; (2) to oversee the quality of the Funds’ financial statements and the independent audit thereof; (3) to assist Board oversight of the Funds’ compliance with legal and regulatory requirements; and (4) to act as a liaison between the Funds’ independent auditors and the full Board. The Audit Committee, together with the Board, has the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor (or to nominate the outside auditor to be proposed for shareholder approval in any proxy statement).	Roger A. Gibson (Chair) David K. Baumgardner1 Mark E. Gaumond1 Richard K. Riederer James M. Wade	3

 

Committee Function

Committee Members

Number of Fund Complex Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/16

Governance Committee	The Committee has responsibilities relating to (1) Board and Committee composition (including interviewing and recommending to the Board nominees for election as directors; reviewing the independence of all independent directors; reviewing Board composition to determine the appropriateness of adding individuals with different backgrounds or skills; reporting to the Board on which current and potential members of the Audit Committee qualify as Audit Committee Financial Experts; recommending a successor to the Board Chair when a vacancy occurs; consulting with the Board Chair on Committee assignments; and in anticipation of the Board’s request for shareholder approval of a slate of directors, recommending to the Board the slate of directors to be presented for Board and shareholder approval); (2) Committee structure (including, at least annually, reviewing each Committee’s structure and membership and reviewing each Committee’s charter and suggesting changes thereto); (3) director education (including developing an annual education calendar; monitoring independent director attendance at educational seminars and conferences; developing and conducting orientation sessions for new independent directors; and managing the Board’s education program in a cost-effective manner); and (4) governance practices (including reviewing and making recommendations regarding director compensation and director expenses; monitoring director investments in the Funds; monitoring compliance with director retirement policies; reviewing compliance with the prohibition from serving on the board of directors of mutual funds that are not part of the Fund Complex; if requested, assisting the Board Chair in overseeing self-evaluation process; in collaboration with outside counsel, developing policies and procedures addressing matters which should come before the Committee in the proper exercise of its duties; reviewing applicable new industry reports and “best practices” as they are published; reviewing and recommending changes in Board governance policies, procedures and practices; reporting the Committee’s activities to the Board and making such recommendations; reviewing and, as appropriate, recommending that the Board make changes to the Committee’s charter).	James M. Wade (Chair) 2 David K. Baumgardner1 Mark E. Gaumond1 Roger A. Gibson Richard K. Riederer	6

¹ Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016.

² Mr. Wade was appointed Chair of the Governance Committee effective January 1, 2017.

 

The Governance Committee will consider shareholder recommendations for director nominees in the event there is a vacancy on the Board or in connection with any special shareholders meeting which is called for the purpose of electing directors. FAF does not hold regularly scheduled annual shareholders meetings. There are no differences in the manner in which the Governance Committee evaluates nominees for director based on whether the nominee is recommended by a shareholder.

A shareholder who wishes to recommend a director nominee should submit his or her recommendation in writing to the Chair of the Board (Mr. Riederer) or the Chair of the Governance Committee (Mr. Wade), in either case at First American Funds, P.O. Box 1329, Minneapolis, Minnesota 55440-1329. At a minimum, the recommendation should include:

·

the name, address, and business, educational, and/or other pertinent background of the person being recommended;

·

a statement concerning whether the person is “independent” within the meaning of New York Stock Exchange and NYSE MKT listing standards and is not an “interested person” as defined in the 1940 Act;

·

any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

·

the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held.

The recommendation also can include any additional information that the person submitting it believes would assist the Governance Committee in evaluating the recommendation. Shareholder recommendations for nominations to the Board will be accepted on an ongoing basis and will be kept on file for consideration when there is a vacancy on the Board or prior to a shareholders meeting called for the purpose of electing directors.

 

 

The table on page 21 of the SAI under the heading “Directors and Executive Officers—Director Ownership of Securities of the Funds or Advisor” is replaced by the following table:

Directors

	Baumgardner1	Gaumond1	Gibson	Riederer	Wade
Aggregate Holdings – Fund Complex	—	—	—	—	$1-$10,000
Government Obligations Fund	—	—	—	—	—
Institutional Prime Obligations Fund	—	—	—	—	$1-$10,000
Retail Prime Obligations Fund	—	—	—	—	—
Retail Tax Free Obligations Fund	—	—	—	—	—
Treasury Obligations Fund	—	—	—	—	—
U.S. Treasury Money Market Fund	—	—	—	—	—

¹ Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016.

 

The table on page 22 of the SAI under the heading “Directors and Executive Officers—Director Compensation” is replaced by the following table:

 

Compensation during Fiscal Year Ended August 31, 2016

Name of Person, Position	Aggregate Compensation From Registrant	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Registrant and Fund Complex Paid to Directors
David K. Baumgardner, Director1	$  91,916	-0-	-0-	$  91,916
Mark E. Gaumond, Director1	91,916	-0-	-0-	91,916
Roger A. Gibson, Director	143,439	-0-	-0-	143,439
Leonard W. Kedrowski, retired Chair2	199,355	-0-	-0-	199,355
Richard K. Riederer, Chair3	141,767	-0-	-0-	141,767
James M. Wade, Director	131,975	-0-	-0-	131,975

¹ Messrs. Baumgardner and Gaumond were appointed to the Board effective January 1, 2016.

² Mr. Kedrowski retired from the Board effective December 31, 2016.

³ Mr. Riederer was appointed Chair of the Board effective January 1, 2017.

 

 

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