Form 485APOS FIRST AMERICAN FUNDS

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July 20, 2020 4:51 PM EDT

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1933 Act Registration No. 002-74747
1940 Act Registration No. 811-03313

As filed with the Securities and Exchange Commission on July 20, 2020

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.

[ ]

Post-Effective Amendment No. 104

[X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940

Amendment No. 104

[X]

FIRST AMERICAN FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)

800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of Principal Executive Offices) (Zip Code)

(612) 303-7987
(Registrant’s Telephone Number, including Area Code)

Richard J. Ertel
U.S. Bancorp Asset Management, Inc.
800 Nicollet Mall, BC-MN-H04N
Minneapolis, Minnesota 55402-7020
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[  ]    immediately upon filing pursuant to paragraph (b) of Rule 485
[ ]     on (date) pursuant to paragraph (b) of Rule 485
[X]    60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ]     on (date) pursuant to paragraph (a)(1) of Rule 485
[ ]     75 days after filing pursuant to paragraph (a)(2) of Rule 485
[ ]     on (date) pursuant to paragraph (a)(2) of Rule 485

Class T Shares

FUND	TICKER SYMBOLS

Government Obligations Fund

Retail Tax Free Obligations Fund

Treasury Obligations Fund

U.S. Treasury Money Market Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the funds’ shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the funds (or from your financial intermediary, such as a broker-dealer or bank). Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the funds electronically anytime by contacting the financial intermediary (such as a broker-dealer or bank) through which you hold your fund shares or, if you are a direct shareholder, by calling 1-800-677-3863.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the funds, you can call 1-800-677-3863 to let the funds know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the fund complex if you invest directly with the funds.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the shares of these funds, or determined if the information in this prospectus is accurate or complete. Any statement to the contrary is a criminal offense.

Table of
Contents

Fund Summaries	1
Government Obligations Fund	1
Retail Tax Free Obligations Fund	4
Treasury Obligations Fund	8
U.S. Treasury Money Market Fund	11
Additional Summary Information	14
More about the Funds	15
Investment Objectives	15
Principal Investment Strategies	15
Other Investment Strategies	18
Description of Principal Investment Risks	19
Disclosure of Portfolio Holdings	20
Fund Management	22
Investment Advisor	22
Portfolio Managers	23
Shareholder Information	24
Shareholder Eligibility	24
Pricing of Fund Shares	24

Please find First American Funds’ Privacy Policy inside the back cover of this Prospectus.

Share Classes	25
Shareholder Servicing Plan	25
Determining Your Share Price	26
Purchasing and Redeeming Fund Shares	26
Additional Information on Purchasing and Redeeming Fund Shares	27
Dividends and Distributions	30
Taxes	30
Additional Payments to Institutions	31
Staying Informed	31
Financial Highlights	32

This prospectus and the related Statement of Additional Information (SAI) do not constitute an offer to sell or a solicitation of an offer to buy shares in the funds, nor shall any such shares be offered or sold to any person in any jurisdiction in which an offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

Fund Summaries

Government Obligations Fund

Investment Objective

Government Obligations Fund’s objective is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.

Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.


Shareholder Fees (fees paid directly from your investment)	Class T
Maximum Sales Charge (Load)	None
Maximum Deferred Sales Charge (Load)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.10%
Distribution and/or Service (12b-1) Fees	None
Other Expenses:
Shareholder Servicing Fee	0.20%
Miscellaneous	0.13%
Total Annual Fund Operating Expenses	0.43%
Less Fee Waivers¹	(0.03)%
Net Expenses¹	0.40%

The advisor has contractually agreed to waive fees and reimburse other fund expenses through October 31, 2021, so that total annual fund operating expenses, after waivers, do not exceed 0.40%. These fee waivers and expense reimbursements may be terminated at any time after October 31, 2021 at the discretion of the advisor. Prior to that time, such waivers and reimbursements may not be terminated without the approval of the fund’s board of directors.

Example: This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and the fund’s operating expenses remain the same (except that the example incorporates the fund’s expense limitation arrangements for only the first year of each period presented). You would incur these hypothetical expenses whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

	Class T
1 year	$ 41
3 years	$135
5 years	$238
10 years	$539

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Government Obligations Fund continued

Principal Investment Strategies

Government Obligations Fund invests exclusively in short-term U.S. government securities, including repurchase agreements secured by U.S. government securities. U.S. government securities are bonds or other debt obligations issued or guaranteed as to principal and interest by the U.S. government or one of its agencies or instrumentalities. U.S. Treasury securities and some obligations of U.S. government agencies and instrumentalities are supported by the full faith and credit of the U.S. government. Other U.S. government securities are backed by the right of the issuer to borrow from the U.S. Treasury. Still others are supported only by the credit of the issuer or instrumentality.

Principal Risks

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.

The principal risks are presented in alphabetical order to facilitate finding particular risks and comparing them with other funds. Each risk summarized below is considered a “principal risk” of investing in the fund, regardless of the order in which it appears.

Principal risks of investing in this fund include:

Credit Risk — The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded.

Cybersecurity Risk — The fund may be subject to operational and informational security risks resulting from breaches in cybersecurity at the fund, the fund’s affiliates or service providers. A cybersecurity breach at an issuer of securities in which the fund invests may cause such securities to lose value.

Income Risk — The level of income you receive from the fund will be affected by movements in short-term interest rates.

Interest Rate Risk — The value of your investment might decline because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall.

Market Risk — Market volatility, dramatic changes to interest rates, and otherwise unfavorable economic conditions resulting from major cybersecurity events, geopolitical events, public health emergencies, among other events, may negatively impact the fund’s performance or impair the fund’s ability to achieve its investment objective.

Redemption Risk — If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss.

Regulatory Risk — Changes to monetary policy by the Federal Reserve or other regulatory actions may impact the fund’s operations, universe of potential investment options, and return potential.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Government Obligations Fund continued

Repurchase Agreement Risk — If the seller of a repurchase agreement defaults on its obligation to repurchase securities from the fund, the fund may incur costs in disposing of the collateral and may experience losses if there is any delay in its ability to do so.

Fund Performance

The following bar chart and table provide some indication of the potential risks of investing in the fund by showing changes in the fund's performance (for Class A shares). The fund's past performance is not necessarily an indication of how the fund will perform in the future. Updated performance information is available online at firstamericanfunds.com or by calling 800 677-3863.

The bar chart shows you the variability of the fund's Class A share performance from year to year. The table illustrates the fund's average annual total returns over the time periods indicated. The bar chart does not reflect sales loads as none are applicable to Class T shares. Performance information for Class T shares will be provided after such shares have one full calendar year of performance.

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR



Best Quarter:	Quarter ended December 31, 2018	_____%
Worst Quarter:	Quarter ended March 31, 2017*	_____%
*Most recent quarter with this return during the period of the chart.

AVERAGE ANNUAL TOTAL RETURNS¹	Inception
AS OF 12/31/18	Date	One Year	Five Years	Ten Years
Government Obligations Fund — Class A	9/24/01	1.12%	0.27%	0.14%

This table shows the average annual total returns of the fund's Class A shares. Although Class A and Class T shares would have similar average annual total returns (because all the fund's shares represent interests in the same portfolio of securities), Class A and Class T average annual total returns would differ to the extent that Class A and Class T are subject to different expenses.

Investment Advisor

U.S. Bancorp Asset Management, Inc. (the “advisor”)

Other Information

For important information about the purchase and sale of fund shares, tax information, and financial intermediary compensation, please see “Additional Summary Information” on page 14 of the prospectus.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Retail Tax Free Obligations Fund

Investment Objective

Retail Tax Free Obligations Fund’s objective is to seek maximum current income exempt from federal income taxes consistent with the preservation of capital and maintenance of liquidity.

Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.


Shareholder Fees (fees paid directly from your investment)	Class T
Maximum Sales Charge (Load)	None
Maximum Deferred Sales Charge (Load)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.10%
Distribution and/or Service (12b-1) Fees	None
Other Expenses:
Shareholder Servicing Fee	0.20%
Miscellaneous	0.22%
Total Annual Fund Operating Expenses	0.52%
Less Fee Waivers¹	(0.12)%
Net Expenses¹	0.40%

	Class T
1 year	$ 41
3 years	$155
5 years	$279
10 years	$641

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Retail Tax Free Obligations Fund continued

Principal Investment Strategies

Under normal market conditions, Retail Tax Free Obligations Fund invests at least 80% of its total assets in high-quality, short-term municipal securities that pay interest that is exempt from federal income tax, including the federal alternative minimum tax. The municipal securities in which the fund invests include variable rate demand notes (VRDNs) and tender option bonds (TOBs), which are floating rate instruments that provide the fund with the option to put or tender the VRDN or TOB back to the issuer at par. VRDNs and TOBs typically have some form of external credit or liquidity support. The fund also may invest in other municipal securities, including commercial paper, municipal notes and other short-term municipal obligations.

Municipal securities are issued by state and local governments, and certain U.S. territorial possessions, to finance public infrastructure projects such as streets and highways, schools, water and sewer systems, hospitals, and airports. They also may be issued to refinance outstanding obligations as well as to obtain funds for general operating expenses and for loans to other public institutions and facilities. There are two principal classifications of municipal securities:

●	general obligation bonds, which are backed by the full faith, credit, and taxing power of the issuer; and

●	revenue bonds, which are payable only from the revenues generated by a specific project or from another specific revenue source.

Under normal market conditions, up to 20% of the fund’s total assets may be invested in taxable money market securities and municipal securities subject to the alternative minimum tax, although the fund does not currently intend to invest in municipal securities subject to the alternative minimum tax. Under abnormal market conditions, the fund may invest more than 20% of its total assets in such taxable securities, as conditions dictate. This may prevent the fund from achieving its goal of providing maximum current income exempt from federal income taxes.

Because the fund refers to tax-free investments in its name, it has a fundamental investment policy that it will normally invest its assets so that at least 80% of the income that it distributes will be exempt from federal regular income tax, including the federal alternative minimum tax. This policy may not be changed without shareholder approval.

Principal Risks

You could lose money by investing in the fund. Although the fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the fund is not a deposit of U.S. Bank National Association and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The fund’s sponsor has no legal obligation to provide financial support to the fund, and you should not expect that the sponsor will provide financial support to the fund at any time.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Retail Tax Free Obligations Fund continued

Principal risks of investing in this fund include:

Credit Risk — The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded.

Income Risk — The level of income you receive from the fund will be affected by movements in short-term interest rates.

Interest Rate Risk — The value of your investment might decline because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall.

Liquidity Risk — The fund may not be able to sell a security in a timely manner or at a desired price, or may be unable to sell the security at all, because of a lack of demand in the market for the security, or a liquidity provider defaults on its obligation to purchase the security when properly tendered by the fund.

Market Risk — Market volatility, dramatic changes to interest rates, and otherwise unfavorable economic conditions resulting from major cybersecurity events, geopolitical events, public health emergencies, among other events, may negatively impact the fund's performance or impair the fund's ability to achieve its investment objective.

Municipal Security Risk — The value of municipal securities owned by the fund may be adversely affected by future changes in federal income tax laws, including rate reductions or the imposition of a flat tax, and adverse changes in the financial conditions of municipal securities issuers.

Redemption Risk — If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss.

Regulatory Risk — Changes to monetary policy by the Federal Reserve or other regulatory actions may impact the fund’s operations, universe of potential investment options, and return potential.

Tax Risk — In order to be tax-exempt, municipal securities generally must meet certain regulatory requirements. If a municipal security fails to meet these requirements, the interest received by the fund from its investment in the security and distributed to shareholders may be taxable.

Variable Rate Demand Note (VRDN) and Tender Option Bond (TOB) Risk — Investments in VRDNs and TOBs involve credit risk with respect to the issuer or financial institution providing the fund with the credit and liquidity support for the put or tender option.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Retail Tax Free Obligations Fund continued

Fund Performance

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR



Best Quarter:	Quarter ended December 31, 2018	_____%
Worst Quarter:	Quarter ended March 31, 2017*	_____%
*Most recent quarter with this return during the period of the chart.

AVERAGE ANNUAL TOTAL RETURNS¹	Inception
AS OF 12/31/18	Date	One Year	Five Years	Ten Years
Retail Tax Free Obligations Fund — Class A	9/24/01	0.68%	0.16%	0.08%

Investment Advisor

U.S. Bancorp Asset Management, Inc.

Other Information

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Treasury Obligations Fund

Investment Objective

Treasury Obligations Fund’s objective is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.

Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment)	Class T
Maximum Sales Charge (Load)	None
Maximum Deferred Sales Charge (Load)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.10%
Distribution and/or Service (12b-1) Fees	None
Other Expenses:
Shareholder Servicing Fee	0.20%
Miscellaneous	0.14%
Total Annual Fund Operating Expenses	0.44%
Less Fee Waivers¹	(0.04)%
Net Expenses¹	0.40%

	Class T
1 year	$ 41
3 years	$137
5 years	$242
10 years	$551

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Treasury Obligations Fund continued

Principal Investment Strategies

Under normal market conditions, Treasury Obligations Fund invests exclusively in short-term U.S. Treasury obligations, including repurchase agreements secured by U.S. Treasury obligations. The U.S. Treasury obligations in which the fund invests include U.S. Treasury bonds, notes, and bills. These types of Treasury securities are essentially the same except for differences in interest rates, maturities, and dates of issuance. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government.

Principal Risks

Principal risks of investing in this fund include:

Credit Risk — The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded.

Income Risk — The level of income you receive from the fund will be affected by movements in short-term interest rates.

Interest Rate Risk — The value of your investment might decline because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall.

Redemption Risk — If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss.

Regulatory Risk — Changes to monetary policy by the Federal Reserve or other regulatory actions may impact the fund’s operations, universe of potential investment options, and return potential.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

Treasury Obligations Fund continued

Fund Performance

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR



Best Quarter:	Quarter ended December 31, 2018	_____%
Worst Quarter:	Quarter ended March 31, 2017*	_____%
*Most recent quarter with this return during the period of the chart.

AVERAGE ANNUAL TOTAL RETURNS¹	Inception
AS OF 12/31/18	Date	One Year	Five Years	Ten Years
Treasury Obligations Fund — Class A	9/24/01	1.13%	0.27%	0.13%

Investment Advisor

U.S. Bancorp Asset Management, Inc.

Other Information

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

U.S. Treasury Money Market Fund

Investment Objective

Treasury Obligations Fund’s objective is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity.

Fees and Expenses

The following tables describe the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees (fees paid directly from your investment)	Class T
Maximum Sales Charge (Load)	None
Maximum Deferred Sales Charge (Load)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.10%
Distribution and/or Service (12b-1) Fees	None
Other Expenses:
Shareholder Servicing Fee	0.20%
Miscellaneous	0.16%
Total Annual Fund Operating Expenses	0.46%
Less Fee Waivers¹	(0.06)%
Net Expenses¹	0.40%

	Class T
1 year	$ 41
3 years	$142
5 years	$252
10 years	$573

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

U.S. Treasury Money Market Fund continued

Principal Investment Strategies

Principal Risks

Principal risks of investing in this fund include:

Credit Risk — The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded.

Income Risk — The level of income you receive from the fund will be affected by movements in short-term interest rates.

Interest Rate Risk — The value of your investment might decline because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall.

Redemption Risk — If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss.

Regulatory Risk — Changes to monetary policy by the Federal Reserve or other regulatory actions may impact the fund’s operations, universe of potential investment options, and return potential.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Summaries

U.S. Treasury Money Market Fund continued

Fund Performance

ANNUAL TOTAL RETURNS AS OF 12/31 EACH YEAR



Best Quarter:	Quarter ended December 31, 2018	_____%
Worst Quarter:	Quarter ended March 31, 2017*	_____%
*Most recent quarter with this return during the period of the chart.

AVERAGE ANNUAL TOTAL RETURNS¹	Inception
AS OF 12/31/18	Date	One Year	Five Years	Ten Years
U.S. Treasury Money Market Fund — Class A	10/25/04	1.11%	0.26%	0.13%

Investment Advisor

U.S. Bancorp Asset Management, Inc.

Other Information

Prospectus –

First American Money Market Funds
Class T Shares

Additional Summary Information

Purchase and Sale of Fund Shares

You may purchase or redeem Class T shares of the funds on any business day. If you have an account directly with the funds, you can purchase or redeem shares by contacting Investor Services at 800 677-3863. You may also become a shareholder by establishing an account through various financial intermediaries authorized to offer Class T shares. Investments in Retail Tax Free Obligations are limited to accounts beneficially owned by natural persons.

Class T shares are only available to corporations; private banks and trust companies (including, without limitation, when acting as a fiduciary, trustee and/or agent); endowments and foundations; individual retirement accounts; defined contribution, defined benefit and other employer-sponsored plans; wrap or advisory accounts of broker-dealers and registered investment advisers that charge an asset-based fee; institutional retirement plan platforms; insurance companies; bank trusts; 529 college savings plans; family offices; other registered investment companies and pooled investment vehicles; and certain investors and related accounts as detailed in the fund’s SAI.

A financial intermediary may impose a minimum initial and/or additional investment amount based on household assets under management held with the financial intermediary or with the funds, or the capability to reach a higher level of investment than the initial amount invested, among other possible criteria.

The funds reserve the right to reject any purchase order and to close a shareholder’s account at any time.

Tax Information

Dividends you receive from the funds are generally taxable as ordinary income. Dividends attributable to income from U.S. government securities may be exempt from state personal income taxes.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase a fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Investment Objectives

The investment objective of each fund is to seek maximum current income to the extent consistent with the preservation of capital and maintenance of liquidity. Each fund’s investment objective may be changed without shareholder approval. Please remember, there is no guarantee that any fund will achieve its objective.

Principal Investment Strategies

The funds’ principal investment strategies are discussed below. These are the strategies that the funds’ investment advisor believes are most likely to be important in trying to achieve the funds’ objectives. You should be aware that each fund may also use strategies and invest in securities that are not described in this prospectus, but that are described in the SAI. For a copy of the SAI, call Investor Services at 800 677-3863.

Principal Investment Strategies Applicable to the Funds

Each fund complies with Securities and Exchange Commission (SEC) regulations that apply to money market funds. These regulations require that each fund’s investments mature within 397 days from the date of purchase and that each fund maintain a weighted average maturity of 60 days or less and a weighted average life of 120 days or less. The funds may invest in securities with variable or floating interest rates and securities with demand features. The maturities of these securities are determined according to regulations which allow the funds to consider some of these securities as having maturities shorter than their stated maturity dates. All of the funds’ investments must be in U.S. dollar-denominated high quality securities which have been determined by the funds’ advisor to present minimal credit risk, which determination must include an analysis of the capacity of the security’s issuer or guarantor (including the provider of a conditional demand feature, when applicable) to meet its financial obligations. With limited exceptions, a fund may not invest more than 5% of its total assets in securities issued by the same issuer. Each fund must comply with weekly liquidity standards that require a fund to hold at least 30% of its total assets in cash, direct obligations of the U.S. Government, agency discount notes with remaining maturities of 60 days or less, or securities convertible into cash within five business days. Each fund, other than Retail Tax Free Obligations Fund, must also comply with daily liquidity standards that require a fund to hold at least 10% of its total assets in cash, direct obligations of the U.S. Government, or securities convertible into cash within one business day. Each fund is limited to investing no more than 5% of its total assets in illiquid securities.

When selecting securities for each fund, the portfolio managers first consider general economic factors, market conditions, and the short-term interest rate environment in determining what types of short-term instruments to purchase. The portfolio managers then select the specific instruments to be purchased. Generally, the portfolio managers buy and hold securities until their maturities. However, the portfolio managers may sell securities for a variety of reasons, such as to adjust the portfolio’s average maturity, credit, liquidity or yield metrics.

For liquidity and to respond to unusual market conditions, the funds may hold all or a significant portion of their total assets in cash for temporary defensive purposes. This may result in a lower yield and prevent the funds from meeting their investment objectives.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Principal Investment Strategies continued

Government Obligations Fund

Government Obligations Fund pursues its objective by investing exclusively in short-term U.S. government securities, including repurchase agreements secured by U.S. government securities. U.S. government securities are bonds or other debt obligations issued or guaranteed as to principal and interest by the U.S. government or one of its agencies or instrumentalities. U.S. Treasury securities and some obligations of U.S. government agencies and instrumentalities are supported by the full faith and credit of the U.S. government. Other U.S. government securities are backed by the right of the issuer to borrow from the U.S. Treasury. Still others are supported only by the credit of the issuer or instrumentality. U.S. government securities issued by the Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) and the Federal Home Loan Banks (FHLB) are neither issued nor guaranteed by the U.S. Treasury and are not backed by the full faith and credit of the United States. These entities, however, were chartered or supported by Acts of Congress and are supported by federal subsidies, loans or other benefits. The Government National Mortgage Association (Ginnie Mae) is a wholly-owned U.S. corporation that is authorized to guarantee timely payment and interest of its securities. U.S. government securities issued by Ginnie Mae are guaranteed by the full faith and credit of the United States. Other U.S. government securities do not have an explicit guarantee but support is implied due to the government sponsorship of their mandated activities, including securities issued by the Tennessee Valley Authority and Federal Farm Credit Banks.

Retail Tax Free Obligations Fund

Under normal market conditions, Retail Tax Free Obligations Fund pursues its objective by investing at least 80% of its total assets in high-quality, short-term municipal securities that pay interest that is exempt from federal income tax, including the federal alternative minimum tax. The municipal securities in which the fund invests include variable rate demand notes (VRDNs) and tender option bonds (TOBs), which are floating rate instruments that provide the fund with the option to put or tender the VRDN or TOB back to the issuer at par. VRDNs and TOBs typically have some form of external credit or liquidity support. The fund also may invest in other municipal securities, including commercial paper, municipal notes and other short-term municipal obligations.

●	general obligation bonds, which are backed by the full faith, credit, and taxing power of the issuer; and

●	revenue bonds, which are payable only from the revenues generated by a specific project or from another specific revenue source.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Principal Investment Strategies continued

the alternative minimum tax. Under abnormal market conditions, the fund may invest more than 20% of its total assets in such taxable securities, as conditions dictate. This may prevent the fund from achieving its goal of providing maximum current income exempt from federal income taxes.

Treasury Obligations Fund

Under normal market conditions, Treasury Obligations Fund pursues its objective by investing exclusively in short-term U.S. Treasury obligations, including repurchase agreements secured by U.S. Treasury obligations. The U.S. Treasury obligations in which the fund invests include U.S. Treasury bonds, notes, and bills. These types of Treasury securities are essentially the same except for differences in interest rates, maturities, and dates of issuance. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government.

U.S. Treasury Money Market Fund

U.S. Treasury Money Market Fund pursues its objective by investing exclusively in direct obligations of the U.S. Treasury. The U.S. Treasury obligations in which the fund invests include U.S. Treasury bonds, notes, and bills. These types of Treasury securities are essentially the same except for differences in interest rates, maturities, and dates of issuance. U.S. Treasury obligations are backed by the full faith and credit of the U.S. government.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Other Investment Strategies

Other Money Market Funds

Each fund may invest in other money market funds that invest in the same types of securities as the respective fund, as a non-principal investment strategy, including the other money market funds advised by the funds’ investment advisor. To avoid duplicative investment advisory fees, when a fund invests in another money market fund advised by the fund’s investment advisor, the investment advisor reimburses the fund an amount equal to the fund’s proportionate share of the investment advisory fee paid by the other money market fund to the investment advisor. If a fund invests in money market funds advised by another investment advisor, you will bear both your proportionate share of the expenses in the fund (including management and advisory fees) and, indirectly, the expenses of such other money market fund.

The principal risks of investing in each fund are identified and further discussed below.

Government Obligations Fund
●	Credit Risk	●	Liquidity Risk
●	Cybersecurity Risk	●	Redemption Risk
●	Income Risk	●	Regulatory Risk
●	Interest Rate Risk	●	Repurchase Agreement Risk
●	Market Risk

Retail Tax Free Obligations Fund
●	Credit Risk	●	Municipal Security Risk
●	Cybersecurity Risk	●	Redemption Risk
●	Income Risk	●	Regulatory Risk
●	Interest Rate Risk	●	Tax Risk
●	Liquidity Risk	●	Variable Rate Demand Note (VRDN)
●	Market Risk		and Tender Option Bond (TOB) Risk

Treasury Obligations Fund
●	Credit Risk	●	Liquidity Risk
●	Cybersecurity Risk	●	Redemption Risk
●	Income Risk	●	Regulatory Risk
●	Interest Rate Risk	●	Repurchase Agreement Risk
●	Market Risk

U.S. Treasury Money Market Fund
●	Credit Risk	●	Liquidity Risk
●	Cybersecurity Risk	●	Redemption Risk
●	Income Risk	●	Regulatory Risk
●	Interest Rate Risk
●	Market Risk

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Description of Principal Investment Risks

Credit Risk. The value of your investment might decline if the issuer of an obligation held by the fund defaults on the obligation or has its credit rating downgraded.

Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems to perform necessary business functions, a fund may be subject to operational and informational security risks resulting from breaches in cybersecurity (“cyber-attacks”). A cyber-attack refers to both intentional and unintentional events that may cause a fund to lose proprietary information, suffer data corruption, or lose operational capacity. Cyber-attacks include, but are not limited to, infection by computer viruses or other malicious software code, gaining unauthorized access to systems, networks, or devices that are used to service the fund’s operations through “hacking” or other means for the purpose of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

Cybersecurity failures or breaches by the funds’ affiliates or service providers, may cause disruptions and impact the business operations, potentially resulting in financial losses to both a fund and its shareholders, the inability of fund shareholders to transact business, inability to calculate a fund’s net asset value (NAV), impediments to trading, violations of applicable privacy and other laws (including the release of private shareholder information), regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the advisor has risk management systems designed to prevent or reduce the impact of such cyber-attacks, there are inherent limitations in such controls, systems and protocols, including the possibility that certain risks have not been identified, as well as the rapid development of new threats. These cybersecurity risks are also present for issuers of securities in which a fund invests, which could result in material adverse consequences for such issuers, and may cause a fund’s investment in such securities to lose value and may result in financial loss for fund shareholders.

Income Risk. The level of income you receive from the fund will be affected by movements in short-term interest rates. Because the funds invest solely in U.S. government securities, U.S. Treasury obligations, or repurchase agreements secured by those securities, these funds may offer less income than money market funds investing in other high-quality money market securities.

Interest Rate Risk. The value of your investment might decline because of a sharp rise in interest rates that causes the value of the fund’s portfolio holdings to fall. Many financial instruments use or may use a floating rate based on LIBOR, which is the offered rate for short-term Eurodollar deposits between major international banks. On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. As such, the potential effect of a transition away from LIBOR on a fund or the financial instruments in which a fund invests cannot yet be determined.

Liquidity Risk. The fund may not be able to sell a security in a timely manner or at a desired price, or may be unable to sell the security at all, because of a lack of demand in the market for the security.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Description of Principal Investment Risks continued

Market Risk. Financial markets around the world may experience extreme volatility, depressed valuations, decreased liquidity and heightened uncertainty and turmoil resulting from major cybersecurity events, geopolitical events (including wars, terror attacks, and disruptions to foreign economic and trade relationships), public health emergencies, measures to address budget deficits, downgrading of sovereign debt, and public sentiment, among other events. Resulting market volatility, dramatic changes to interest rates, and otherwise unfavorable economic conditions may negatively impact the fund’s performance or impair the fund’s ability to achieve its investment objective.

Municipal Security Risk. The value of municipal securities owned by Retail Tax Free Obligations Fund may be adversely affected by future changes in federal income tax laws, including rate reductions or the imposition of a flat tax, and adverse changes in the financial conditions of municipal securities issuers.

Redemption Risk. If there are unexpectedly high redemptions of fund shares, the fund might have to sell portfolio securities prior to their maturity, possibly at a loss.

Regulatory Risk. Changes to monetary policy by the Federal Reserve or other regulatory actions could expose fixed income and related markets to heightened volatility, interest rate sensitivity and reduced liquidity, which may impact the funds’ operations, universe of potential investment options, and return potential.

Repurchase Agreement Risk. If the seller of a repurchase agreement defaults on its obligation to repurchase securities from Government Obligations Fund or Treasury Obligations Fund, the fund may incur costs in disposing of the collateral and may experience losses if there is any delay in its ability to do so.

Tax Risk. In order to be tax-exempt, municipal securities generally must meet certain regulatory requirements. If a municipal security fails to meet these requirements, the interest received by the fund from its investment in the security and distributed to shareholders may be taxable.

Variable Rate Demand Note (VRDN) and Tender Option Bond (TOB) Risk. Investments in VRDNs and TOBs involve credit risk with respect to the issuer or financial institution providing the Retail Tax Free Obligations Fund with the credit and liquidity support for the put or tender option. While the fund invests only in VRDNs and TOBs of high quality issuers, or which are supported by high quality financial institutions, it is still possible that an issuer or financial institution could default on its obligations.

Disclosure of Portfolio Holdings

Information concerning the funds’ portfolio holdings as of the last business day of each month, as well as their weighted average maturity and weighted average life, is available on the funds’ website (www.firstamericanfunds.com) under “Portfolio Holdings.” This information is typically available five business days after the end of each month and remains posted on the website for at least six months thereafter. Each fund’s portfolio holdings are also posted on this same page on a weekly basis, typically on the first business day of the week. This weekly information generally reflects holdings as of the previous Thursday and remains posted on the website until the next publication date.

Prospectus –

First American Money Market Funds
Class T Shares

More about the Funds

Description of Portfolio Holdings continued

On each business day, each fund will post its levels of daily and weekly liquid assets and information on net inflows/outflows on the fund’s web page under “Our Funds.” This information is typically as of the end of the preceding business day and remains posted on the website until the next publication date. This information is also included for typically a 30-day rolling period in the enhanced disclosure report found on this same page.

A description of the funds’ policies and procedures with respect to the disclosure of the funds’ portfolio securities is available in the funds’ SAI.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Management

Investment Advisor

U.S. Bancorp Asset Management, Inc.

800 Nicollet Mall

Minneapolis, MN 55402

U.S. Bancorp Asset Management provides investment management services to individuals and institutions, which may include corporations, foundations, pensions, and retirement plans. As of May 31, 2020, U.S. Bancorp Asset Management had more than $114.5 billion in assets under management, including investment company assets of more than $92.9 billion. As investment advisor, U.S. Bancorp Asset Management manages the funds’ business and investment activities, subject to the authority of the funds’ board of directors.

Each fund pays the investment advisor a monthly management fee for providing investment advisory services. The table below reflects management fees paid to the investment advisor, after taking into account any fee waivers, for the funds’ most recently completed fiscal year.

	Management fee
	as a % of average
	daily net assets
Government Obligations Fund	0.10%
Retail Tax Free Obligations Fund	0.09%
Treasury Obligations Fund	0.10%
U.S. Treasury Obligations Fund	0.10%

U.S. Bancorp Asset Management may voluntarily waive or reimburse certain fees and expenses of a fund to the extent necessary to avoid a negative yield, or a yield below a specified level, which may vary from time to time in U.S. Bancorp Asset Management’s sole discretion. These waivers and reimbursements may be terminated at any time by U.S. Bancorp Asset Management.

A discussion regarding the basis for the board’s approval of the funds’ investment advisory agreement appears in the funds’ annual report to shareholders for the fiscal year ended August 31, 2019.

Additional Compensation

U.S. Bancorp Asset Management, U.S. Bank National Association (U.S. Bank) and other affiliates of U.S. Bancorp may act as fiduciary with respect to plans subject to the Employee Retirement Income Security Act of 1974 (ERISA) and other trust and agency accounts that invest in the First American funds. As described above, U.S. Bancorp Asset Management receives compensation for acting as the funds’ investment advisor. U.S. Bancorp Asset Management, U.S. Bank and their affiliates also receive compensation from the funds as set forth below.

Administration Services. U.S. Bancorp Asset Management and its affiliate, U.S. Bancorp Fund Services, LLC (Fund Services), act as the funds’ administrator and sub-administrator, respectively, providing administration services that include general administrative and accounting services, blue sky services and shareholder services. For such services, each fund pays U.S. Bancorp Asset Management the fund’s pro rata portion of up to 0.15%, on an annual basis, of the aggregate average daily net assets attributable to Class T shares of all First American money market funds. U.S. Bancorp Asset Management pays Fund Services a portion of its fee, as agreed to from time to time. In addition to these fees, the funds may reimburse U.S. Bancorp Asset Management for any out-of-pocket expenses incurred in providing administration services.

Prospectus –

First American Money Market Funds
Class T Shares

Fund Management

Investment Advisor continued

Custody Services. U.S. Bank provides custody services to each fund. U.S. Bank is paid monthly fees equal, on an annual basis, to 0.0045% of the aggregate average daily market value of all securities and cash held in the funds up to $25 billion, 0.0040% of the aggregate average daily market value of all securities and cash held in the funds for the next $25 billion, and 0.0035% of the aggregate average daily market value of all securities and cash held in the funds in excess of $50 billion.

Distribution Services. Quasar Distributors, LLC serves as the funds’ distributor. U.S. Bancorp Asset Management pays fees to Quasar for certain distribution-related and other services provided by Quasar.

Shareholder Servicing Fees. Each fund pays U.S. Bancorp Asset Management a shareholder servicing fee at an annual rate of 0.20% of its average daily net assets attributable to Class T shares for providing or arranging for the provision of shareholder services to the holders of its Class T shares.

Transfer Agency Services. Fund Services provides transfer agency and dividend disbursing services, as well as certain shareholder services, to the funds. Fund Services receives fees for transfer agency and dividend disbursing services on a per shareholder account basis, subject to a minimum fee per share class. In addition, the funds may reimburse Fund Services for any out-of-pocket expenses incurred in providing transfer agency services.

Other Compensation. To the extent that fund shares are held through U.S. Bank or its broker-dealer affiliate, U.S. Bancorp Investments, Inc., those entities may receive distribution and/or shareholder servicing fees from the funds’ distributor as well as other payments from the funds’ distributor and/or advisor as described below under “Shareholder Information — Additional Payments to Institutions.”

Portfolio Managers

The funds are managed by a team of persons who are employed by U.S. Bancorp Asset Management.

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Shareholder Eligibility

Retail Tax Free Obligations Fund is a “retail” money market fund as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”). As a retail money market fund, shareholders must be “natural persons.” Natural persons are permitted to invest in the Retail Tax Free Obligations Fund through certain tax-advantaged savings accounts, trusts and other retirement and investment accounts, including, for example: (1) participant-directed defined contribution plans; (2) individual retirement accounts; (3) simplified employee pension arrangements; (4) SIMPLE retirement accounts; (5) custodial accounts; (6) deferred compensation plans for government or tax-exempt organization employees; (7) Archer medical savings accounts; (8) college savings plans; (9) health savings account plans; (10) ordinary trusts and estates of natural persons; or (11) certain other retirement and investment accounts having an institutional decision maker (e.g., a plan sponsor in certain retirement arrangements or an investment adviser managing discretionary investment accounts).

In order to make an initial investment in the Retail Tax Free Obligations Fund, you must furnish to the fund, or your financial intermediary, if any, an account application that provides certain information (e.g., Social Security Number or government-issued identification, such as a driver’s license or passport) that confirms your eligibility to invest in the fund. The fund will refuse to open an account or require a financial intermediary to refuse to open an account if you fail to (1) provide a Social Security Number or other government-issued identification (e.g., a driver’s license or passport); or (2) certify that such number or other information is correct (if required to do so under applicable law).

Pricing of Fund Shares

The funds utilize the amortized cost method of valuation to transact at a $1.00 share price. A fund’s net asset value (NAV) is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares. The securities held by the funds are valued on the basis of amortized cost. This involves valuing an instrument at its cost and thereafter assuming a constant amortization of any discount or premium until the instrument’s maturity, rather than looking at actual changes in the market value of the instrument. Each fund’s net asset value is normally expected to be $1 per share. The NAV per share of each share class of a fund is calculated at the times listed below under “Calculating Net Asset Value.” If a purchase order is received on a business day by the deadline listed below under “Calculating Net Asset Value” and payment in federal funds is received by the fund by the close of the Federal Reserve wire transfer system (normally, 5:00 p.m. Central time), then dividends will begin to accrue on the same business day that the wire purchase order is received. If a purchase order is received on a business day after the deadline specified above, you will begin to accrue dividends the next business day. Also, in the event a wire purchase order is placed by the deadline specified above but an anticipated wire payment is not received by a fund by the close of the Federal Reserve wire transfer system that same day, your purchase may be cancelled and you may be liable for any resulting losses or fees incurred by the fund, the transfer agent, or the fund’s custodian. Redemption proceeds to be paid by wire will normally be paid to the domestic bank account designated in the current records of the fund’s transfer agent on the same day of the redemption order, if the redemption order is accepted in proper form by the transfer agent or a financial intermediary that has been authorized to accept orders on behalf of the fund, as described herein, by the deadline listed below under “Calculating Net Asset Value.” Redemption proceeds will normally be paid by the close of the Federal Reserve wire system (normally, 5:00 p.m. Central time). You will not earn a dividend on the day a redemption order is accepted.

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Pricing of Fund Shares continued

Other Pricing Information

You may purchase or redeem shares of the funds on any business day that the Federal Reserve Bank of New York (Federal Reserve) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. A fund may close when the Federal Reserve is open and the New York Stock Exchange (NYSE) is closed, such as Good Friday. On any business day when the Securities Industry Financial Markets Association recommends that the bond markets close trading early (an “Early Close”), a fund may also close trading early.

Your purchase or redemption price will be based on that day’s NAV per share if your order is received by the funds in proper form prior to the time the fund calculates its NAV. See “Additional Information on Purchasing and Redeeming Fund Shares — Calculating Net Asset Value” below. Contact your financial intermediary to determine the time by which it must receive your order to be assured same day processing. To make sure your order is in proper form, you must follow the instructions set forth below under “Purchasing and Redeeming Fund Shares.”

Share Classes

The funds issue their shares in multiple classes. This prospectus offers Class T shares. Class T shares are offered at NAV, with no front-end or contingent deferred sales charge, but with an annual shareholder servicing fee of 0.20%.

Shareholder Servicing Plan

Each fund also has adopted a non-Rule 12b-1 shareholder servicing plan and agreement with respect to its Class T shares. Under this plan and agreement, each fund pays U.S. Bancorp Asset Management, Inc. a shareholder servicing fee at an annual rate of 0.20% of average daily Class T share net assets for providing or arranging for the provision of shareholder services to the holders of Class T shares. No distribution-related services are provided under this plan and agreement.

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Determining Your Share Price

Because the current prospectus and SAI are available on First American Funds’ website free of charge, we do not disclose the following information separately on the website.

Your purchase or redemption price for Class T shares is the fund’s next determined NAV after the fund, or its designated agent, receives your order in proper form. To understand how the fund calculates its NAV, see “Additional Information on Purchasing and Redeeming Fund Shares – Calculating Net Asset Value” below.

Purchasing and Redeeming Fund Shares

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. As a result, when you open an account, we will ask for your name, permanent street address, date of birth, and social security or taxpayer identification number. If you are opening the account in the name of a legal entity (e.g., partnership, limited liability company, business trust, corporation, etc.), you must also supply the identity of the beneficial owners. Addresses containing a P.O. Box only will not be accepted. We may also ask for other identifying documents or information. If you do not provide the information, we will not be able to open your account. In the rare event that we are unable to verify your identity as required by law, we reserve the right to redeem your account at the current NAV of fund shares. You will be responsible for any losses, taxes, expenses, fees, or other results of such a redemption.

You may purchase or redeem shares of the funds on any business day by calling your financial intermediary. Additional information on purchasing or redeeming shares through your financial intermediary can be found below under “Transactions through Financial Intermediaries.”

Shares of the funds are generally offered to persons in the United States and are also available for purchase in certain foreign jurisdictions through qualifying financial intermediaries.

The funds reserve the right to reject any purchase order and to close a shareholder’s account at any time.

When purchasing shares, payment must be made by wire transfer, which can be arranged by your financial intermediary. You cannot purchase shares by wire on days when federally chartered banks are closed.

If a fund receives a redemption request by the time the fund calculates its NAV, as specified below, payment will be made the same day by transfer of federal funds if the Fedwire transfer system is available for use that day. Otherwise, payment will be made on the next business day.

Suspension or Postponement of Redemptions. Each fund reserves the right to suspend the right of shareholder redemption, or postpone the date of payment:

●	if emergency conditions should exist, as specified in the Investment Company Act, or as determined by the SEC, as a result of which disposal of portfolio securities or determination of the NAV of the fund is not reasonably practicable;

●	for any period during which trading on the NYSE is restricted as determined by the SEC or the NYSE is closed (other than customary weekend and holiday closings);

●	for any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists; or

●	for such other periods as the SEC may by order permit for the protection of shareholders of the fund.

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Purchasing and Redeeming Fund Shares continued

In addition, in the unlikely event that the funds’ board of directors were to determine pursuant to SEC regulations that the extent of the deviation between the fund’s amortized cost per share and its market-based NAV per share may result in material dilution or other unfair results to shareholders, the board will cause the fund to take such action as it deems appropriate to eliminate or reduce to the extent practicable such dilution or unfair results, including suspending redemption of shares and liquidating the fund under Rule 22e-3 of the Investment Company Act.

Purchases In-Kind. Generally, all purchases will be in cash. However, the funds reserve the right to permit you to purchase shares through the exchange of other securities that you own if consistent with a fund’s investment objective, policies, and operations. The market value of any securities exchanged, plus any cash, must be at least $25 million. Please contact your financial intermediary.

Redemptions In-Kind. Generally, all redemptions will be for cash. However, the funds reserve the right to pay all or part of your redemption proceeds in readily marketable securities instead of cash. If payment by a fund is made in securities, the fund will value the securities selected in the same manner in which it computes its NAV. This process minimizes the effect of large redemptions on the fund and its remaining shareholders. If you receive redemption proceeds in-kind, you should expect to incur transaction costs upon disposition of those securities. In addition, if you receive redemption proceeds in-kind, you will be subject to market gains or losses upon the disposition of those securities.

Additional Information on Purchasing

and Redeeming Fund Shares

Calculating Net Asset Value

The funds generally calculate their NAV per share as of the times specified in the table below on each business day that the funds are open, except that the NAV for Government Obligations Fund and Treasury Obligations Fund is generally calculated at 1:00 p.m. Central time on days on which the bond markets have an “Early Close” (typically on the business day preceding a Federal holiday). Purchase and redemption orders received after closing time, including an Early Close, will be processed the next business day.

	Deadline for orders to be
	received in order to receive
	the current day’s NAV
Government Obligations Fund	3:45 p.m. Central time
Retail Tax Free Obligations Fund	11:30 a.m. Central time
Treasury Obligations Fund	3:45 p.m. Central time
U.S. Treasury Money Market Fund	12:30 p.m. Central time

Frequent Trading of Fund Shares

The funds are designed to offer investors a liquid cash option and it is anticipated that shareholders will purchase and redeem fund shares on a frequent basis. Frequent trading by shareholders may disrupt the management of the funds and increase fund expenses. However, given the short-term nature of the funds’ investments and their use of the amortized cost method for calculating the NAV of fund shares, the funds do not anticipate that in the normal case frequent or short-term trading into and out of the fund will have significant

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Additional Information on Purchasing

and Redeeming Fund Shares continued

adverse consequences for the funds and their shareholders. Accordingly, the funds’ board of directors has not adopted policies or procedures to monitor or discourage frequent or short-term trading of the funds’ shares.

Transactions through Financial Intermediaries

Each fund has authorized one or more financial intermediaries to accept purchase and redemption orders on the fund’s behalf. Financial intermediaries may include financial advisors, investment advisers, brokers, financial planners, banks, insurance companies, retirement or 401(k) plan administrators and others, including various affiliates of the funds’ advisor, that have entered into agreements with the funds’ distributor, advisor, and/or transfer agent. Such financial intermediaries may be authorized to designate other intermediaries to accept purchase and redemption orders on the fund’s behalf. The fund will be deemed to have received a purchase or redemption order when such financial intermediary or, if applicable, such financial intermediary’s authorized designee, accepts the order. Such orders will be priced at the fund’s NAV next calculated after it is accepted by the financial intermediary. In such cases, if requested by a fund, a financial intermediary will be responsible for providing information with regard to the time that such order for purchase or redemption was received. Orders submitted through a financial intermediary that has not received such authorization to accept orders on the fund’s behalf will be priced at the fund’s NAV next calculated after the fund receives and accepts the order from the financial intermediary, which may not occur on the day you submitted the order to the financial intermediary. Since not all financial intermediaries have received such authorization, you may wish to contact your financial intermediary to determine if it has received such authorization.

Escheatment

If your account is held directly with the funds and is later deemed "abandoned" or "unclaimed" under state law, the funds may be required to "escheat" or transfer the assets in your account to the applicable state's unclaimed property administration. The state may sell escheated shares and, if you subsequently seek to reclaim your proceeds of liquidation from the state, you may only be able to recover the amount received when the shares were sold. It is your responsibility to ensure that you maintain a correct address for your account, keep your account active by contacting the fund's transfer agent or distributor by mail or telephone, and promptly cash all checks for dividends, capital gains and redemptions. The fund, the fund's transfer agent and U.S. Bancorp Asset Management and its affiliates will not be liable to shareholders or their representatives for good faith compliance with state escheatment laws.

Liquidity Fees and Redemption Gates

With respect to Retail Tax Free Obligations Fund, the board of directors is permitted to impose a liquidity fee on redemptions (up to 2%) or temporarily restrict redemptions from the fund for up to 10 business days during a 90 day period (a “redemption gate”), in the event that the fund’s weekly liquid assets fall below the following thresholds:

●	30% weekly liquid assets—If the weekly liquid assets of the fund falls below 30% of the fund’s total assets at any time, and the board determines it is in the best interests of the fund, the board may impose a liquidity fee of no more than 2% of the amount redeemed and/or a

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Additional Information on Purchasing

and Redeeming Fund Shares continued

redemption gate that temporarily suspends the right of redemption. Such liquidity fee or redemption gate may be imposed as early as the same day on which the fund’s weekly liquid assets fall below 30% of its total assets and may occur before the end of the business day.

●

10% weekly liquid assets—If the weekly liquid assets of the fund falls below 10% of the fund’s total assets as of the end of a business day, the fund will impose, at the beginning of the next business day, a liquidity fee of 1% of the amount redeemed, unless the board determines that imposing such a fee would not be in the best interests of the fund or determines that a lower or higher fee (not to exceed 2%) would be in the best interests of the fund.

Liquidity fees and redemptions gates may be terminated at any time in the discretion of the board. Liquidity fees and redemptions gates will also terminate at the beginning of the next business day once the fund has invested 30% or more of its total assets in weekly liquid assets as of the end of a business day. The fund may only suspend redemptions for up to 10 business days in any 90-day period. If a fund’s weekly liquid assets fall below 10% of its total assets, the fund’s board may consider liquidating the fund.

Weekly liquid assets generally include: (a) cash; (b) direct obligations of the U.S. Government; (c) certain U.S. Government agency discount notes with remaining maturities of 60 days or less; (d) securities that will mature or are subject to a demand feature that is exercisable and payable within five business days; or (e) amounts receivable and due unconditionally within five business days on pending sales of portfolio securities. For these purposes, weekly liquid assets are calculated as of the end of each business day.

If the fund imposes a redemption gate, the fund and your financial intermediary will not accept redemption orders until the fund has notified shareholders that the redemption gate has been lifted. Any redemption orders submitted while a redemption gate is in effect will be cancelled without further notice. If you still wish to redeem shares once the redemption gate has been lifted, you will need to submit a new redemption request to the fund or your financial intermediary. Unprocessed purchase orders that the fund received prior to notification of the imposition of a liquidity fee or redemption gate will be cancelled unless re-confirmed. Under certain circumstances, the fund may honor redemption orders (or pay redemptions without adding a liquidity fee to the redemption amount) if the fund can verify that the redemption order was submitted to the fund’s agent before the fund imposed liquidity fees or suspended redemptions.

The board generally expects that a liquidity fee or redemption gate would be imposed, if at all, during periods of extraordinary market stress. The board generally expects that a liquidity fee or redemption gate would be imposed only after the fund has notified financial intermediaries and shareholders that a liquidity fee or redemption gate will be imposed.

Announcements regarding the imposition of liquidity fees or redemption gates, or the termination of liquidity fees or redemption gates, will be filed with the SEC on Form N-CR and will be available on the website of the fund (http://www.firstamericanfunds.com). In addition, the fund will make such announcements through a supplement to its prospectuses and may make such announcements through a press release or by other means.

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Additional Information on Purchasing

and Redeeming Fund Shares continued

Liquidity fees are designed to transfer the costs of liquidating fund securities from shareholders who remain in the fund to those who leave the fund during periods when liquidity is scarce. Liquidity fees imposed by a fund will reduce the amount you will receive upon the redemption of your shares, and each fund generally expects such fees will generally decrease the amount of any capital gain or increase the amount of any capital loss you will recognize with respect to such redemption. Proceeds to a fund from liquidity fees may take the form of a return to shareholders as a distribution.

Financial intermediaries will be required to promptly take such actions reasonably requested by a fund, the transfer agent or USBAM to implement, modify or remove, or to assist the fund in implementing, modifying or removing, a liquidity fee or redemption gate established by the fund.

Dividends and Distributions

Each fund earns interest, dividends and other income from its investments, and distributes this income (less fund expenses) to you as dividends. Dividends from a fund’s net investment income are declared daily and paid monthly. A fund may take into account capital gains and losses (other than net long-term capital gains) in its daily dividend declarations. A fund may also make additional distributions for tax purposes if necessary.

If a fund receives your wire transfer payment for fund shares by the time the fund determines its NAV, you will begin to accrue dividends on that day. If you redeem shares, you will not receive a dividend on the day of your redemption request if your request is received by the time the fund determines its NAV.

Dividends will be reinvested in additional shares of the same fund, unless you request that distributions be reinvested in another First American fund or paid in cash. This request may be made on your new account form, by contacting your financial intermediary, or by calling Investor Services at 800 677-3863. You may change your election by writing or calling the transfer agent at least five days prior to the record date of the next distribution. Cash distributions will be paid on or about the first business day of each month. If you request that your distributions be paid in cash but those distributions cannot be delivered because of an incorrect mailing address, or if a distribution check remains uncashed for six months, the undelivered or uncashed distributions and all future distributions will be reinvested in fund shares at the current NAV.

Taxes

Some of the tax consequences of investing in the funds are discussed below. More information about taxes is provided in the SAI. However, because everyone’s tax situation is unique, always consult your tax professional about federal, state, and local tax consequences.

Dividends you receive from the funds are generally taxable as ordinary income, whether you reinvest them or take them in cash. Dividends from the funds will not be eligible for the reduced rate of tax that applies to “qualified dividend income.”

Retail Tax Free Obligations Fund intends to meet certain federal tax requirements so that distributions of tax-exempt interest income may be treated as “exempt-interest dividends.” These dividends are not subject to regular federal tax. However, although it has no current intention of investing in municipal securities subject to the alternative minimum tax, the fund

Prospectus –

First American Money Market Funds
Class T Shares

Shareholder Information

Taxes continued

may invest up to 20% of its net assets in municipal securities the interest on which is subject to the federal alternative minimum tax. Any portion of exempt-interest dividends attributable to interest on these securities may increase some shareholders’ alternative minimum tax.

Additional Payments to Institutions

The advisor and/or the distributor may pay additional compensation to participating institutions (each an “institution” and, collectively, “institutions”) out of their own resources in connection with the sale or retention of fund shares and/or in exchange for sales and/or administrative services performed on behalf of the institution’s customers. The amounts of these payments may be significant, and may create an incentive for the institution or its employees or associated persons to recommend or sell shares of the funds to you. These payments are not reflected in the fees and expenses listed in the “Fund Summaries” section of the prospectus because they are not paid by the funds.

These payments are negotiated and may be based on such factors as the number or value of First American money market fund shares that the institution sells or may sell; the value of the assets invested in the First American money market funds by the institution’s customers; lump sum payment for services provided; the type and nature of services or support furnished by the institution; and/or other measures as determined from time to time by the advisor and/or distributor.

The advisor and/or distributor may make other payments or allow other promotional incentives to institutions to the extent permitted by SEC and FINRA rules and by other applicable laws and regulations. Certain institutions may also receive payments in recognition of sub-accounting or other services they provide to shareholders or plan participants who invest in the funds or other First American money market funds through their employee benefit or retirement plan.

You can ask your institution for information about any payments it receives from the advisor and/or the distributor and from the funds, and any services your institution provides, as well as about fees and/or commissions your institution charges. You can also find more details about payments made by the advisor and/or the distributor in the funds’ SAI.

Staying Informed

Shareholder Reports

Shareholder reports are mailed twice a year, in October and April. They include financial statements and performance information, and, on an annual basis, the report of independent registered public accounting firm.

In an attempt to reduce shareholder costs and help eliminate duplication, the funds will try to limit their mailings to one report for each address that lists one or more shareholders with the same last name. If you would like additional copies, please call Investor Services at 800 677-3863.

Statements and Confirmations

Statements summarizing activity in your account are mailed quarterly. Confirmations generally are mailed following each purchase or sale of fund shares. Generally, the funds do not send statements to individuals who have their shares held in an omnibus account.

Prospectus –

First American Money Market Funds
Class T Shares

Financial Highlights

Because Class T shares of the funds have not been offered prior to the date of this prospectus, the table that follows presents performance information about the Class A shares of the funds, which are offered through another prospectus. Class T and Class A shares of the fund are invested in the same portfolio of securities; however Class T shares are expected to have lower operating expenses than Class A shares. This information is intended to help you understand the fund’s financial performance for the past five years. Some of this information reflects financial results for a single fund share held throughout the period. Total returns in the table represent the rate that you would have earned or lost on an investment in the fund, assuming you reinvested all of your dividends and distributions.

This information has been derived from the financial statements audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, along with the funds’ financial statements, is included in the funds’ annual report, which is available upon request.

Prospectus –

First American Money Market Funds
Class T Shares

Financial Highlights

Government Obligations Fund

	Fiscal year ended August 31,
Class A	2019			2018			2017			2016			2015
Per Share Data
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net Investment Income		0.016			0.008			0.001			0.000	¹		0.000	¹
Distributions (from net investment income)		(0.016	)		(0.008	)		(0.001	)		(0.000	)¹		(0.000	)¹
Distributions (for net realized gains on investments)		—			—			(0.000	)¹		—			—
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return²		1.62	%		0.76	%		0.08	%		0.01	%		0.01	%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$	238,531		$	354,127		$	313,106		$	199,472		$	315,649
Ratio of Expenses to Average Net Assets		0.75	%		0.75	%		0.62	%		0.29	%		0.11	%
Ratio of Net Investment Income to Average Net Assets		1.58	%		0.76	%		0.07	%		0.01	%		0.01	%
Ratio of Expenses to Average Net Assets (excluding waivers)		0.77	%		0.77	%		0.79	%		0.80	%		0.80	%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)		1.56	%		0.74	%		(0.10	)%		(0.50	)%		(0.68	)%

¹ Rounds to zero.

² Total return would have been lower had certain expenses not been waived.

Prospectus –

First American Money Market Funds
Class T Shares

Financial Highlights

Retail Tax Free Obligations Fund*

	Fiscal year ended August 31,
Class A	2019			2018			2017			2016			2015
Per Share Data
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net Investment Income		0.009			0.005			0.0001			—			—
Distributions (from net investment income)		(0.009	)		(0.005	)		(0.000	)¹		—			—
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return²		0.85	%		0.47	%		0.05	%		0.00	%		0.00	%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$	31,081		$	33,861		$	32,171		$	42,974		$	49,660
Ratio of Expenses to Average Net Assets		0.75	%		0.75	%		0.71	%		0.20	%		0.06	%
Ratio of Net Investment Income to Average Net Assets		0.85	%		0.47	%		0.04	%		0.00	%		0.00	%
Ratio of Expenses to Average Net Assets (excluding waivers)		0.88	%		0.87	%		0.92	%		0.86	%		0.85	%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)		0.72	%		0.35	%		(0.17	)%		(0.66	)%		(0.79	)%

* Prior to October 14, 2016, the fund was named Tax Free Obligations Fund.

¹ Rounds to zero.

² Total return would have been lower had certain expenses not been waived.

Prospectus –

First American Money Market Funds
Class T Shares

Financial Highlights

Treasury Obligations Fund

	Fiscal year ended August 31,
Class A	2019			2018			2017			2016			2015
Per Share Data
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net Investment Income		0.016			0.008			0.001			0.000	¹		—
Distributions (from net investment income)		(0.016	)		(0.008	)		(0.001	)		(0.000	)¹		—
Distribution (for net realized gains on investments)		—			—			(0.000	)¹		(0.000	)¹		—
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return²		1.61	%		0.77	%		0.08	%		0.00	%		0.00	%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$	246,012		$	185,799		$	239,773		$	274,237		$	315,631
Ratio of Expenses to Average Net Assets		0.75	%		0.75	%		0.60	%		0.30	%		0.09	%
Ratio of Net Investment Income to Average Net Assets		1.60	%		0.75	%		0.07	%		0.00	%		0.00	%
Ratio of Expenses to Average Net Assets (excluding waivers)		0.78	%		0.79	%		0.80	%		0.80	%		0.80	%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)		1.57	%		0.71	%		(0.13	)%		(0.50	)%		(0.71	)%

¹ Rounds to zero.

² Total return would have been lower had certain expenses not been waived.

Prospectus –

First American Money Market Funds
Class T Shares

Financial Highlights

U.S. Treasury Money Market Fund

	Fiscal year ended August 31,
Class A	2019			2018			2017			2016			2015
Per Share Data
Net Asset Value, Beginning of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Net Investment Income		0.016			0.007			0.001			—			—
Distributions (from net investment income)		(0.016	)		(0.007	)		(0.001	)		—			—
Distributions (from net realized gains on investments)		—			—			(0.000	)¹		—
Net Asset Value, End of Period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return²		1.57	%		0.74	%		0.06	%		0.00	%		0.00	%

Ratios/Supplemental Data
Net Assets, End of Period (000)	$	45,660		$	43,845		$	33,310		$	90,779		$	38,346
Ratio of Expenses to Average Net Assets		0.75	%		0.75	%		0.56	%		0.26	%		0.05	%
Ratio of Net Investment Income to Average Net Assets		1.57	%		0.75	%		0.04	%		0.00	%		0.00	%
Ratio of Expenses to Average Net Assets (excluding waivers)		0.81	%		0.82	%		0.83	%		0.84	%		0.84	%
Ratio of Net Investment Income (Loss) to Average Net Assets (excluding waivers)		1.51	%		0.68	%		(0.23	)%		(0.58	)%		(0.79	)%

¹ Rounds to zero.

² Total return would have been lower had certain expenses not been waived.

Prospectus –

First American Money Market Funds
Class T Shares

(This page intentionally left blank.)

First American Funds’ Privacy Policy

We want to provide an explanation to Consumers of what nonpublic personal information is and how it’s collected and used.

A “Consumer” is considered an individual investor who invests or has invested in our products for personal, family or household purposes.

“Nonpublic personal information” is nonpublic information that we obtain while providing financial products or services to you.

How we collect your information

We obtain nonpublic information about you during the account opening process from the applications and other forms you are asked to complete and from the transactions you make with us. We may also receive nonpublic information about you from companies affiliated with us or from other companies that provide services to you.

The types of information we collect

We may collect the following nonpublic personal information about you:

● Information about your identity, such as your name, address, and social security number.

● Information about your transactions with us.

● Information you provide on applications, such as your beneficiaries and banking information, if provided to us.

Why we collect your information

We gather nonpublic personal information about you and your accounts so that we can:

● Know who you are and prevent unauthorized access to your information.

● Comply with the laws and regulations that govern us.

What information we disclose

We may share some or all of the nonpublic personal information that we collect about you with our affiliated providers of financial services, including our family of funds and their advisor, and with companies that perform shareholder services on our behalf. We do not use nonpublic information received from our affiliates for marketing purposes.

We’re permitted by law to disclose nonpublic personal information about you to other third parties in certain circumstances. For example, we may disclose nonpublic personal information about you to affiliated and nonaffiliated third parties to assist us in servicing your account (e.g., mailing of fund-related materials) and to government entities (e.g., IRS for tax purposes).

We’ll continue to adhere to the privacy policies and practices described here even after your account is closed or becomes inactive.

Confidentiality and security

To protect nonpublic personal information about you, we restrict access to such information to only those employees and authorized agents who need to use the information. We maintain physical, electronic, and procedural safeguards to maintain the confidentiality and security of nonpublic information about you. In addition, we require our service providers to restrict access to nonpublic personal information about you to those employees who need that information in order to provide products or services to you. We also require them to maintain physical, electronic, and procedural safeguards that comply with applicable federal standards and regulations to guard your information.

Additional rights and protections

You may have other privacy protections under applicable state laws. To the extent that these state laws apply, we will comply with them when we share information about you. This privacy policy does not apply to your relationship with other financial service providers, such as broker-dealers. We may amend this privacy notice at any time, and we will inform you of changes as required by law.

Our pledge applies to products and services offered by the

First American Family of Funds

NOT FDIC INSURED NO BANK GUARANTEE MAY LOSE VALUE

THIS PAGE IS NOT PART OF THE PROSPECTUS

First American Funds

P.O. Box 1330

Minneapolis, MN 55440-1330

The Statement of Additional Information (SAI) provides more details about the funds and their policies and is incorporated into this prospectus by reference (which means that it is legally part of this prospectus).

Additional information about the funds’ investments is available in the funds’ annual and semi-annual reports to shareholders.

You can obtain a free copy of the funds’ most recent annual or semi-annual reports or the SAI, request other information about the funds, or make other shareholder inquiries by calling Investor Services at 800 677-3863 or by contacting the funds at the address above. Annual or semi-annual reports and the SAI are also available on the funds’ Internet site at www.firstamericanfunds.com.

Reports and other information about the funds are also available on the EDGAR Database on the SEC’s Internet site at www.sec.gov, or you can obtain copies of this information, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].

SEC file number: 811-03313

PROPRIMET __/20

FIRST AMERICAN FUNDS, INC.

Statement of Additional Information

[ ], 2020

Money Market Funds

	Share Classes/Ticker Symbols
Fund	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
Government Obligations Fund	FAAXX	FGDXX	FPPXX	[ ]	FGUXX	FVIXX	FGXXX	FGVXX	FGZXX
Retail Tax Free Obligations Fund	FTAXX	--	--	[ ]	--	FHIXX	--	FFCXX	FTZXX
Treasury Obligations Fund	FATXX	FTDXX	FUPXX	[ ]	--	FLIXX	FXFXX	FOCXX	FUZXX
U.S. Treasury Money Market Fund	FOEXX	FODXX	--	[ ]	--	FUIXX	--	FOYXX	FOZXX

This Statement of Additional Information (“SAI”) relates to Government Obligations Fund, Retail Tax Free Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund (each a “Fund” and collectively, the “Funds”), each of which is a series of First American Funds, Inc. (“FAF”). This SAI is not a prospectus, but should be read in conjunction with the Funds’ current Prospectuses dated [ ], 2020. The financial statements included as part of the Funds’ Annual Report to shareholders for the fiscal year ended August 31, 2019 are incorporated by reference into this SAI. This SAI is incorporated into the Funds’ Prospectuses by reference. To obtain copies of Prospectuses or the Funds’ Annual Report at no charge, write the Funds’ distributor, Quasar Distributors, LLC (the “Distributor”), 777 East Wisconsin Avenue, Milwaukee, WI 53202, call Investor Services at 800 677-3863, or visit the Funds’ website at www.firstamericanfunds.com. Please retain this SAI for future reference.

Table of Contents

	Page

General Information	1

Investment Restrictions	1
Fundamental Investment Restrictions	2
Non-Fundamental Investment Restrictions	3
Additional Restrictions	4

Additional Information Concerning Fund Investments	5

Commercial Paper and Rule 144A Securities	5
Credit Enhancement Agreements	5
Foreign Securities	6
Letters of Credit	6
Money Market Funds	6
Municipal Securities	7
Put Options	7
Repurchase Agreements	8
Tender Option Bonds	8
U.S. Government Securities	9
Variable and Floating Rate Instruments	9
When-Issued and Delayed Delivery Securities	10
Zero-Coupon and Step-Up Coupon Securities	10
Temporary Defensive Positions	10
Recent Market Events	10

Portfolio Turnover	11

Disclosure of Portfolio Holdings	11
Public Disclosure	11
Nonpublic Disclosure	12

Directors and Executive Officers	14
Independent Directors	14
Executive Officers	17
Board Leadership Structure	18
Standing Committees of the Board of Directors	18
Director Ownership of Securities of the Funds or Advisor	20
Director Qualifications	20
Director Compensation	21

Code of Ethics	21

Investment Advisory and Other Services for the Funds	22
Investment Advisor	22
Additional Payments to Financial Intermediaries	23
Administrator	26
Transfer Agent	27
Distributor	28

Custodian and Independent Registered Public Accounting Firm	29

Proxy Voting	30

Portfolio Transactions	30

Capital Stock	31

Net Asset Value and Public Offering Price	36

Valuation of Portfolio Securities	37

Taxes	37
Special Considerations for Retail Tax Free Obligations Fund	38

Additional Information about Purchasing and Redeeming Shares	38
Additional Charges	38
Receipt of Orders by Financial Intermediaries	38
Redeeming Shares by Telephone	39
Redeeming Shares by Mail	39
Redeeming Shares by Checking Account—Class A Shares Only	40
Redemption Before Purchase Instruments Clear	40
Exchanging Shares among Fund Families	40
Research Requests	40

Financial Statements	40

Appendix A – Proxy Voting Policies and Procedures	41

General Information

FAF was incorporated in the State of Minnesota under the name “First American Money Fund, Inc.” on October 29, 1981. FAF’s board of directors (the “Board,” comprised of “Directors”) and shareholders, at meetings held December 6, 1989 and January 18, 1990, respectively, approved amendments to the Articles of Incorporation providing that the name “First American Money Fund, Inc.” be changed to “First American Funds, Inc.”

As set forth in the Prospectuses, FAF is organized as a series fund, and currently issues its shares in six series. Each series of shares represents a separate investment portfolio with its own investment objectives and policies (in essence, a separate mutual fund). The series of FAF to which this SAI relates are named on the cover.

Shareholders may purchase shares of each Fund through separate classes. Government Obligations Fund offers its shares in nine classes: Class A, Class D, Class P, Class T, Class U, Class V, Class X, Class Y, and Class Z shares. Retail Tax Free Obligations Fund offers its shares in five classes: Class A, Class T, Class V, Class Y, and Class Z shares. Treasury Obligations Fund offers its shares in eight classes: Class A, Class D, Class P, Class T, Class V, Class X, Class Y, and Class Z shares. U.S. Treasury Money Market Fund offers its shares in six classes: Class A, Class D, Class T, Class V, Class Y, and Class Z shares. Prior to October 14, 2016, Retail Tax Free Obligations Fund was named “Tax Free Obligations Fund”, the Class T shares were named “Class I” shares, and the. The different classes provide for variations in distribution costs, voting rights and dividends. To the extent permitted under the Investment Company Act of 1940, as amended (the “1940 Act”), the Funds may also provide for variations in other costs among the classes. Except for differences among the classes pertaining to such costs, each share of each Fund represents an equal proportionate interest in that Fund. Each of the Funds is an open-end diversified management investment company.

FAF has prepared and will provide a separate Prospectus relating to the Class A shares, the Class D shares, the Class P shares, the Class T shares, the Class U shares, the Class V shares, the Class X shares, the Class Y shares, and the Class Z shares of the Funds. These Prospectuses can be obtained at no charge by writing Quasar Distributors, LLC at 777 East Wisconsin Avenue, Milwaukee, WI 53202, by calling First American Funds Investor Services at 800 677-3863, or by visiting the Funds’ website at www.firstamericanfunds.com.

The Bylaws of FAF provide that meetings of shareholders be held only with such frequency as required under Minnesota law and the 1940 Act. Minnesota corporation law requires only that the Board convene shareholders’ meetings when it deems appropriate. In addition, Minnesota law provides that if a regular meeting of shareholders has not been held during the immediately preceding 15 months, a shareholder or shareholders holding 3% or more of the voting shares of FAF may demand a regular meeting of shareholders by written notice given to the President or Treasurer of FAF. Within 30 days after receipt of the demand, the Board shall cause a regular meeting of shareholders to be called, which meeting shall be held no later than 90 days after receipt of the demand, all at the expense of FAF. In addition, the 1940 Act requires a shareholder vote for, among other things, all amendments to fundamental investment policies and restrictions, for approval of all investment advisory contracts and amendments thereto, and for all amendments to Rule 12b-1 distribution plans.

Investment Restrictions

Each Fund is classified under the 1940 Act as a diversified series of an open-end management investment company. This classification cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of the Fund as defined in the 1940 Act, i.e., by the lesser of the vote of (a) 67% of the shares of the Fund present at a meeting where more than 50% of the outstanding shares are present in person or by proxy, or (b) more than 50% of the outstanding shares of the Fund.

In addition to the investment objective and policies set forth in the Prospectuses and under the caption “Additional Information Concerning Fund Investments” below, the Funds are subject to the investment restrictions set forth below. The investment restrictions set forth in paragraphs 1 through 8 below are fundamental and cannot be changed with respect to a Fund without approval by the holders of a majority of the outstanding shares of the Fund as defined in the 1940 Act.

Fundamental Investment Restrictions

None of the Funds will:

Concentrate its investments in a particular industry, except that there shall be no limitation on the purchase of obligations of domestic commercial banks, excluding for this purpose, foreign branches of domestic commercial banks. For purposes of this limitation, the U.S. Government and its political subdivisions are not considered members of any industry. Whether a Fund is concentrating in an industry shall be determined in accordance with the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

Borrow money or issue senior securities, except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements fully collateralized by U.S. Government securities and other investment companies) if (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.

Invest for the primary purpose of control or management.

Purchase physical commodities or contracts relating to physical commodities.

Purchase or sell real estate unless as a result of ownership of securities or other instruments, but this shall not prevent the Funds from investing in securities or other instruments backed by real estate or interests therein or in securities of companies that deal in real estate or mortgages.

Act as an underwriter of securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed an underwriter under applicable laws.

Make loans except as permitted under the 1940 Act, as interpreted or modified from time to time by any regulatory authority having jurisdiction.

For purposes of applying the limitation set forth in number 1 above, according to the current interpretation by the U.S. Securities and Exchange Commission (“SEC”), a Fund would be concentrated in an industry if 25% or more of its total assets, based on market value at the time of purchase, were invested in that industry. The Funds’ concentration policy permits investment, without limit, in obligations of domestic commercial banks issued by (i) U.S. banks and (ii) U.S. branches of foreign banks (in circumstances in which the U.S. branches of foreign banks are subject to the same regulation as U.S. banks). For purposes of applying the limitation set forth in number 1 above, obligations of domestic commercial banks include fixed and variable rate certificates of deposit, time deposits, bankers’ acceptances, and other short-term obligations issued by such domestic commercial banks (not including commercial paper issued by such banks), as described under “Additional Information Concerning Fund Investments – Obligations of Banks and Other Financial Services Companies.” To the extent that such investments are consistent with a Fund’s investment objective and policies, the Fund may concentrate in such instruments when, in the opinion of the Advisor, the yield, marketability and availability of investments meeting the Fund's quality standards in the banking industry justify any additional risks associated with the concentration of the Fund’s assets in such industry. This fundamental investment policy may not be changed with respect to either Fund without approval of a majority of the outstanding shares of such Fund as defined in the 1940 Act. Because Government Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund invest solely in U.S. government securities, U.S. Treasury obligations, or repurchase agreements secured by such securities, these funds will not invest in any industry. Because Retail Tax Free Obligations Fund invests at least 80% of its total assets in municipal securities, the fund will not have its investments

concentrated in any industry. Retail Tax Free Obligations Fund’s policy to invest at least 80% of its total assets in municipal securities is a fundamental investment policy and may not be changed without approval of a majority of the outstanding shares of the Fund as defined in the 1940 Act. For purposes of each Fund’s concentration limitation discussed above, with respect to any investment in another money market fund, the Fund looks through to the holdings of such underlying money market fund.

For purposes of applying the limitation set forth in number 2 above, under the 1940 Act as currently in effect, the Funds are not permitted to issue senior securities, except that a Fund may borrow from any bank if immediately after such borrowing the value of such Fund’s total assets is at least 300% of the principal amount of all of the Fund’s borrowings (i.e., the principal amount of the borrowings may not exceed 33 1/3% of the Fund’s total assets). In the event that such asset coverage shall at any time fall below 300% the Fund shall, within three days thereafter (not including Sundays and holidays), reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300%.

For purposes of applying the limitation set forth in number 8 above, there are no limitations with respect to unsecured loans made by a Fund to an unaffiliated party. However, when a Fund loans its portfolio securities, the obligation on the part of the Fund to return collateral upon termination of the loan could be deemed to involve the issuance of a senior security within the meaning of Section 18(f) of the 1940 Act. In order to avoid a violation of Section 18(f), a Fund may not make a loan of portfolio securities if, as a result, more than one-third of its total asset value (at market value computed at the time of making a loan) would be on loan. The Funds currently do not intend to make loans, unsecured or otherwise, except to the extent that investments in debt securities in accordance with Rule 2a-7 of the 1940 Act (“Rule 2a-7”) (as discussed below under “Additional Restrictions”) would be deemed to be loans.

Non-Fundamental Investment Restrictions

The following restrictions are non-fundamental and may be changed by the Board without a shareholder vote.

The Funds will not:

Sell securities short.

Borrow money in an amount exceeding 10% of a Fund’s total assets. The Funds will not borrow money for leverage purposes. For the purpose of this investment restriction, the purchase of securities on a when-issued or delayed delivery basis shall not be deemed the borrowing of money. A Fund will not make additional investments while its borrowings exceed 5% of total assets.

Invest more than 5% of their total assets in illiquid securities.

Additional Restrictions

The Funds may not invest in obligations of any affiliate of U.S. Bancorp, including U.S. Bank National Association (“U.S. Bank”).

FAF has received an exemptive order (Investment Company Act Release No. 22589 dated March 28, 1997) from the SEC under which short-term investments and repurchase agreements may be entered into on a joint basis by the Funds and other funds advised by U.S. Bancorp Asset Management, Inc. (“USBAM” or the “Advisor”). U.S. Treasury Money Market Fund will not invest in repurchase agreements.

FAF has also received an exemptive order (Investment Company Act Release No. 25526 dated April 15, 2002) from the SEC which permits the Funds to participate in an interfund lending program pursuant to which the Funds and other funds advised by the Advisor may lend money directly to each other for emergency or temporary purposes. The program is subject to a number of conditions designed to ensure fair and equitable treatment of all participating funds, including the following: (1) no Fund may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating funds under a loan agreement; and (2) no Fund may lend money through the program unless it receives a more favorable return than that available from an investment in repurchase agreements and, to the extent applicable, money market cash sweep arrangements. In addition, a Fund may participate in the program only if and to the extent that such participation is consistent with the Fund’s investment objectives and policies (for instance, money market funds would normally participate only as lenders because they rarely need to borrow cash to meet redemptions). The duration of any loans made under the interfund lending program will be limited to the time required to receive payment for the securities sold, but in no event more than 7 days. All loans will be callable by the lending Fund on one business day’s notice. A Fund may have to borrow from a bank at a higher interest rate if an interfund loan is called or not renewed. Any delay in repayment to a lending Fund could result in a lost investment opportunity or additional costs. The program is subject to the oversight and periodic review of the Board of the participating Funds.

The Funds are subject to the investment restrictions of Rule 2a-7 in addition to other policies and restrictions discussed herein. Pursuant to Rule 2a-7, each Fund is required to invest exclusively in securities that mature within 397 calendar days from the date of purchase and to maintain a weighted average maturity of not more than 60 calendar days and a weighted average life of not more than 120 calendar days. Under Rule 2a-7, securities that are subject to specified types of demand or put features may be deemed to mature at the next demand or put date although they have a longer stated maturity. Rule 2a-7 also requires that all investments by each Fund be limited to U.S. dollar-denominated investments that (a) present “minimal credit risk” and (b) are at the time of acquisition “Eligible Securities.” Eligible Securities are securities (i) with remaining maturities of 397 calendar days or less that the Board or its delegee determines presents minimal credit risks to the Fund, which determination must include an analysis of the capacity of a security’s issuer or guarantor (including the provider of a conditional demand feature, when applicable) to meet its financial obligations. Such analysis must include, to the extent appropriate, consideration of the following factors with respect to the security’s issuer or guarantor: (a) financial condition, (b) sources of liquidity, (c) ability to react to future market-wide and issuer- or guarantor- specific events, including the ability to repay debt in highly adverse situations; and (d) strength of the issuer or guarantor’s industry within the economy and relative to economic trends, and the issuer or guarantor’s competitive position within its industry; (ii) that are issued by a registered investment company that is a money market fund; or (iii) that is a government security. The Advisor, pursuant to delegation by the Board, is responsible for determining that the Funds’ investments present only “minimal credit risk” and are Eligible Securities. Such determinations are subject to the oversight of, and are made pursuant to written guidelines and procedures established by, the Board.

Rule 2a-7 requires, among other things, that each Fund may not invest, other than in U.S. “Government Securities” (as defined in the 1940 Act), more than 5% of its total assets in securities issued by the issuer of the security. Each Fund must comply with weekly liquidity standards that require a Fund to hold at least 30% of its total assets in cash, direct obligations of the U.S. Government, agency discount notes with remaining maturities of 60 days or less, or securities convertible into cash within five business days. Each Fund, other than Retail Tax Free Obligations Fund, must also comply with daily liquidity standards that require a Fund to hold at least 10% of its total assets in cash,

direct obligations of the U.S. Government, or securities convertible into cash within one business day. Each Fund is limited to investing no more than 5% of its total assets in illiquid securities.

As required by current SEC regulations, under normal market conditions, Government Obligations Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. government securities, including repurchase agreements secured by U.S. government securities; Treasury Obligations Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. Treasury obligations, including repurchase agreements secured by U.S. Treasury obligations; U.S. Treasury Money Market Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in U.S. Treasury obligations; and Retail Tax Free Obligations Fund invests at least 80% of its net assets (plus any borrowings for investment purposes) in municipal securities that pay interest that is exempt from federal income tax, including the federal alternative minimum tax. Government Obligations Fund, Treasury Obligations Fund and U.S. Treasury Money Market Fund will each provide shareholders with at least 60 days advance notice before changing these policies. Retail Tax Free Obligations Fund also has a fundamental investment policy to invest at least 80% of its total assets in municipal securities, which may not be changed without approval of a majority of the outstanding shares of the Fund as defined in the 1940 Act. For purposes of each Fund’s policy, with respect to any investment in another money market fund, the Fund looks through to the holdings of such underlying money market fund.

Additional Information Concerning Fund Investments

The principal investment strategies of the Funds are set forth in the Funds’ current Prospectuses under “Fund Summaries.” This section describes in additional detail certain of the Funds’ principal investment strategies and other non-principal investment strategies. The Funds have attempted to identify investment strategies that will be employed in pursuing their investment objectives. Additional information concerning the Funds’ investment restrictions is set forth above under “Investment Restrictions.”

If a percentage limitation referred to in this SAI or in the Prospectuses is adhered to at the time of an investment, a later increase or decrease in percentage resulting from changes in values of assets will not constitute a violation of such limitation except in the case of the limitations on illiquid investments and borrowing from banks.

The securities in which the Funds invest may not yield as high a level of current income as longer term or lower grade securities. These other securities may have less stability of principal, be less liquid, and fluctuate more in value than the securities in which the Funds invest. All securities in each Fund’s portfolio are purchased with and payable in U.S. dollars.

Commercial Paper and Rule 144A Securities

Retail Tax Free Obligations Fund may invest in commercial paper as a principal investment strategy. Commercial paper refers to short-term, unsecured promissory notes issued by corporations or other entities to finance short-term credit needs. Commercial paper is usually sold on a discount basis and typically has a maturity at the time of issuance not exceeding nine months. Such securities, if they meet the criteria for liquidity established by the Board, will be considered liquid. Consequently, Retail Tax Free Obligations Fund does not intend to subject such securities to the 5% limitation applicable to investments in illiquid securities.

Credit Enhancement Agreements

Government Obligations Fund and Retail Tax Free Obligations Fund, as a non-principal investment strategy, may separately arrange for guarantees, letters of credit, or other forms of credit enhancement agreements (collectively, “Guarantees”) for the purpose of further securing the payment of principal and/or interest on such Funds’ investment securities. Although each investment security, at the time it is purchased, must meet such Funds’ creditworthiness criteria, Guarantees sometimes are purchased from banks and other institutions (collectively, “Guarantors”) when the Advisor, through yield and credit analysis, deems that credit enhancement of certain securities is advisable. As a non-fundamental policy, under normal market conditions, Retail Tax Free Obligations Fund

will limit the value of all investment securities issued or guaranteed by each Guarantor to not more than 10% of the value of the Fund’s total assets.

Foreign Securities

The obligations in which Retail Tax Free Obligations Fund invests may be guaranteed by, or backed by letters of credit issued by, foreign banks or corporations.

Investment in foreign securities is subject to special investment risks that differ in some respects from those related to investments in securities of U.S. domestic issuers. These risks include political, social or economic instability in the country of the issuer, the difficulty of predicting international trade patterns, the possibility of the imposition of exchange controls, expropriation, limits on removal of currency or other assets, nationalization of assets, foreign withholding and income taxation, and foreign trading practices (including higher trading commissions, custodial charges and delayed settlements). Foreign securities also may be subject to greater fluctuations in price than securities issued by U.S. corporations. The principal markets on which these securities trade may have less volume and liquidity, and may be more volatile, than securities markets in the United States.

In addition, there may be less publicly available information about a foreign bank or company than about a U.S. domiciled bank or company. Foreign banks and companies generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. domestic banks and companies. There is also generally less government regulation of securities exchanges, brokers and listed companies abroad than in the United States. Confiscatory taxation or diplomatic developments could also affect investment in those countries. Various provisions of federal law governing the establishment and operation of domestic branches of foreign banks do not apply to foreign branches of domestic banks. Obligations of U.S. branches of foreign banks may be general obligations of the parent bank in addition to the issuing branch, or may be limited by the terms of a specific obligation and by federal and state regulation as well as by governmental action in the country in which the foreign bank has its head office.

Letters of Credit

Certain of the debt obligations (including certificates of participation, variable rate demand notes, commercial paper and other short-term obligations) which the Funds may purchase may be backed by an unconditional and irrevocable letter of credit, or other form of credit or liquidity support, of a bank, savings and loan association or insurance company which assumes the obligation for payment and interest in the event of default by the issuer. Only banks, savings and loan associations, and insurance companies which, in the opinion of the Advisor, are of comparable quality to issuers of other permitted investments of the Funds, may be used for letter of credit-backed investments.

Money Market Funds

Each of the Funds may invest, to the extent permitted by the 1940 Act, in securities issued by other money market funds, provided that the permitted investments of such other money market funds constitute permitted investments of the investing Fund. Each Fund may do so as a non-principal investment strategy. As a shareholder of another investment company, a Fund would bear, along with other shareholders, its pro rata portion of that company’s expenses, including advisory fees. These expenses would be in addition to the expenses that the Fund bears directly in connection with its own operations. Investment companies in which the Funds may invest may also impose a sales or distribution charge in connection with the purchase or redemption of their shares and other types of commissions or charges. Such charges will be payable by the Funds and, therefore, will be borne indirectly by their shareholders. The money market funds in which the Funds may invest include other money market funds advised by the Advisor.

Municipal Securities

Retail Tax Free Obligations Fund invests primarily in municipal securities. Municipal securities include municipal bonds and other debt securities issued by the states and by their local and special-purpose political subdivisions. The term “municipal bond” as used in this Section includes short-term municipal notes and other commercial paper issued by the states and their political subdivisions. Two general classifications of municipal bonds are “general obligation” bonds and “revenue” bonds. General obligation bonds are secured by the governmental issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest upon a default by the issuer of its principal and interest payment obligation. They are usually paid from general revenues of the issuing governmental entity. Revenue bonds, on the other hand, are usually payable only out of a specific revenue source rather than from general revenues. Revenue bonds ordinarily are not backed by the faith, credit or general taxing power of the issuing governmental entity. The principal and interest on revenue bonds for private facilities are typically paid solely out of rents or other specified payments made to the issuing governmental entity by a private company which uses or operates the facilities. Examples of these types of obligations are industrial revenue bonds and pollution control revenue bonds. Industrial revenue bonds are issued by governmental entities to provide financing aid to community facilities such as hospitals, hotels, business or residential complexes, convention halls and sport complexes. Pollution control revenue bonds are issued to finance air, water and solids pollution control systems for privately operated industrial or commercial facilities. Revenue bonds which are not backed by the credit of the issuing governmental entity frequently provide a higher rate of return than other municipal obligations, but they entail greater risk than obligations which are guaranteed by a governmental unit with taxing power. Federal income tax laws place substantial limitations on industrial revenue bonds, and particularly certain specified private activity bonds issued after August 7, 1986. In the future, legislation could be introduced in Congress which could further restrict or eliminate the income tax exemption for interest on debt obligations in which the Funds may invest.

The Fund’s investments in municipal bonds and other debt obligations that are purchased from financial institutions such as commercial and investment banks, savings associations and insurance companies may take the form of participations, beneficial interests in a trust, partnership interests or any other form of indirect ownership that allows the Fund to treat the income from the investment as exempt from federal income tax.

In addition, the Fund may invest in other federal income tax-free securities such as (i) tax anticipation notes (“TANs”) and revenue anticipation notes (“RANs”) issued to finance working capital needs in anticipation of receiving taxes or other revenues, (ii) bond anticipation notes (“BANs”) that are intended to be refinanced through a later issuance of longer-term bonds, (iii) variable and floating rate obligations including variable rate demand notes, described below under “—Variable and Floating Rate Instruments,” (iv) tender option bonds, described below under “—Tender Option Bonds,” and (v) participation, trust and partnership interests in any of the foregoing obligations. The obligations of TANs, RANs, and BANs are generally secured by the anticipated revenues from taxes, grants or bond financing. An investment in such instruments, however, presents a risk that the anticipated revenues will not be received or that such revenues will be insufficient to satisfy the issuer’s payment obligations under the notes or that refinancing will be otherwise unavailable.

The Fund may also invest up to 20% of its total assets in municipal securities, the interest on which is treated as an item of tax preference that is included in alternative minimum taxable income for purposes of calculating the alternative minimum tax.

Put Options

Retail Tax Free Obligations Fund, as a non-principal investment strategy, may purchase securities that provide for the right to resell them to the issuer, a bank or a broker-dealer at a specified price within a specified period of time prior to the maturity date of such obligations. Such a right to resell, which is commonly known as a “put,” may be sold, transferred or assigned only with the underlying security or securities. The Fund may pay a higher price for a security with a put than would be paid for the same security without a put. The primary purpose of purchasing such securities with puts is to permit the Fund to be as fully invested as practicable in securities while at the same time providing the Fund with appropriate liquidity.

Repurchase Agreements

Each Fund other than U.S. Treasury Money Market Fund may engage in repurchase agreement transactions as a principal investment strategy. A repurchase agreement transaction involves the purchase by a Fund of securities with the agreement that, after a stated period of time, the original seller (the “counterparty”) will buy back the same securities (“collateral”) at a predetermined price or yield. Under normal market conditions, repurchase agreements permit the Funds to maintain liquidity and earn income over periods of time as short as overnight. Each Fund may enter into repurchase agreement transactions that are collateralized by U.S. government securities, which are deemed to be “collateralized fully,” as defined in Rule 5b-3(c)(1) of the 1940 Act. Transactions that are collateralized fully enable a Fund to look to the collateral, rather than the counterparty, for determining whether its assets are “diversified” for 1940 Act purposes. Irrespective of the type of collateral underlying a repurchase agreement, a Fund must determine that a repurchase obligation with a particular counterparty involves minimal credit risk to the Fund and otherwise satisfies the credit quality standards applicable to the acquisition of an instrument issued by such counterparty in compliance with Rule 2a-7.

Securities purchased in direct repurchase agreement transactions are held by the custodian bank until the respective agreements mature. The Funds may also invest in tri-party repurchase agreements. Securities purchased in tri-party repurchase agreement transactions are maintained in a segregated account by an unaffiliated third-party custodian bank until the maturity of the repurchase agreement transaction. The market value of the collateral underlying the repurchase agreement transaction will be determined on each business day. If at any time the market value of the collateral falls below the repurchase price under the repurchase agreement transaction (including any accrued interest), the appropriate Fund will promptly receive additional collateral (so the total collateral is an amount at least equal to the repurchase price plus accrued interest).

Repurchase agreements involve certain risks not associated with direct investments in securities. If the counterparty defaults on its obligation to repurchase as a result of its bankruptcy or otherwise, the purchasing Fund will seek to sell the collateral, which could involve costs or delays. Although collateral will at all times be maintained in an amount at least equal to the repurchase price under the agreement (including accrued interest), a Fund would suffer a loss if the proceeds from the sale of the collateral were less than the agreed-upon repurchase price. The Advisor will monitor the creditworthiness of the firms with which the Funds enter into repurchase agreement transactions.

Tender Option Bonds

Retail Tax Free Obligations Fund may invest in trust certificates issued in tender option bond (TOB) programs as a principal investment strategy. In a TOB transaction, a trust issues short-term floating rate certificates (“Short-Term Floaters”) and residual interest certificates (“Residual Interests”) and utilizes the proceeds of such issuance to purchase fixed-rate municipal bonds or instruments such as depository receipts representing such bonds (“Fixed Rate Bonds”). Short-Term Floaters are generally issued to money market funds such as the Funds, and Residual Interests are generally issued to other third-party investors. The interest rates payable on the Residual Interests typically bear an inverse relationship to the interest rates on the Short-Term Floaters. The interest rates on the Short-Term Floaters are reset by a remarketing process typically every 7 to 35 days. After income is applied to scheduled payments on the Short-Term Floaters at prevailing short-term, tax-exempt rates, the residual income from the Fixed Rate Bonds are generally applied to the Residual Interests. Typically, a third party, such as a bank, broker-dealer or other financial institution, grants the holders of the Short-Term Floaters the option, at periodic intervals, to tender their securities to the institution and receive the face value thereof. As consideration for providing the option, the financial institution receives periodic fees. The holders of Short-Term Floaters effectively hold demand obligations that bear interest at prevailing short-term, tax-exempt rates. However, the institution granting the tender option will not be obligated to accept tendered Short-Term Floaters in the event of certain defaults or a significant downgrade in the credit rating assigned to an issuer of Fixed Rate Bonds. In selecting TOB programs, the Advisor may consider the creditworthiness of the issuer of the Fixed Rate Bond deposited in the TOB trust, the experience of the custodian, and the quality of the sponsor providing the tender option, among other factors.

U.S. Government Securities

Each Fund may invest in securities issued or guaranteed as to principal or interest by the U.S. Government, or agencies or instrumentalities of the U.S. Government. Making such investments is a principal investment strategy for each Fund other than Retail Tax Free Obligations Fund. These investments include direct obligations of the U.S. Treasury, such as U.S. Treasury bonds, notes, and bills. These Treasury securities are essentially the same except for differences in interest rates, maturities, and dates of issuance. In addition to Treasury securities, Government Obligations Fund and Retail Tax Free Obligations Fund may invest in securities, such as notes, bonds, and discount notes, which are issued or guaranteed by agencies of the U.S. Government and various instrumentalities which have been established or sponsored by the U.S. Government. Except for U.S. Treasury securities, these U.S. Government obligations, even those which are guaranteed by federal agencies or instrumentalities, may or may not be backed by the “full faith and credit” of the United States. In the case of securities not backed by the full faith and credit of the United States, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States itself in the event the agency or instrumentality does not meet its commitment. The Advisor considers securities guaranteed by an irrevocable letter of credit issued by a government agency to be guaranteed by that agency.

U.S. Treasury obligations include bills, notes and bonds issued by the U.S. Treasury and separately traded interest and principal component parts of such obligations that are transferable through the Federal book-entry system, which are known as Separately Traded Registered Interest and Principal Securities (“STRIPS”). STRIPS are sold as zero coupon securities, which means that they are sold at a substantial discount and redeemed at face value at their maturity date without interim cash payments of interest or principal. This discount is accreted over the life of the security, and such accretion will constitute the income earned on the security for both accounting and tax purposes. Because of these features, such securities may be subject to greater interest rate volatility than interest paying U.S. Treasury obligations. A Fund’s investments in STRIPS will be limited to components with maturities less than or equal to 397 days and the Funds will not actively trade such components.

Variable and Floating Rate Instruments

Certain of the obligations in which the Funds may invest may be variable or floating rate obligations in which the interest rate is adjusted either at predesignated periodic intervals (variable rate) or when there is a change in the index rate of interest on which the interest rate payable on the obligation is based (floating rate). Interest rates on these securities are ordinarily tied to, and represent a percentage of, a widely recognized interest rate, such as the yield on 90-day U.S. Treasury bills or the prime rate of a specified bank. These rates may change as often as twice daily. Generally, changes in interest rates will have a smaller effect on the market value of variable and floating rate securities than on the market value of comparable fixed-income obligations. Thus, investing in variable and floating rate securities generally affords less opportunity for capital appreciation and depreciation than investing in comparable fixed-income securities. Variable or floating rate obligations may be combined with a put or demand feature (e.g., variable rate demand obligations or notes) that entitles the holder to the right to demand repayment in full or to resell at a specific price and/or time. Variable or floating rate obligations with a demand feature enable the Funds to purchase instruments with a stated maturity in excess of 397 calendar days in accordance with Rule 2a-7, which allows the Funds to consider certain of such instruments as having maturities that are less than the maturity date on the face of the instrument.

Variable and floating rate instruments may include variable amount master demand notes that permit the indebtedness thereunder to vary in addition to providing for periodic adjustments in the interest rate. There may be no active secondary market with respect to a particular variable or floating rate instrument. Nevertheless, the periodic readjustments of their interest rates tend to assure that their value to a Fund will approximate their par value. Illiquid variable and floating rate instruments (instruments that are not payable upon seven days’ notice and do not have an active trading market) that are acquired by a Fund are subject to the Fund's percentage limitations regarding securities that are illiquid or not readily marketable. USBAM will continuously monitor the creditworthiness of issuers of variable and floating rate instruments in which the Funds invest and the ability of issuers to repay principal and interest.

When-Issued and Delayed Delivery Securities

Each Fund may purchase securities on a when-issued or delayed delivery basis, although none of the Funds do so as a principal investment strategy. The settlement dates for these types of transactions are determined by mutual agreement of the parties and may occur a month or more after the parties have agreed to the transaction. Securities purchased on a when-issued or delayed delivery basis are subject to market fluctuation and no interest accrues to the Fund during the period prior to settlement. At the time a Fund commits to purchase securities on a when-issued or delayed delivery basis, it will record the transaction and thereafter reflect the value, each day, of such security in determining its net asset value. At the time of delivery of the securities, the value may be more or less than the purchase price. The Funds do not receive income from these securities until such securities are delivered. Each Fund will maintain cash or cash equivalents or other portfolio securities equal in value to commitments for such when-issued or delayed delivery securities. A Fund will not purchase securities on a when issued or delayed delivery basis if, as a result thereof, more than 15% of that Fund’s net assets would be so invested.

Zero-Coupon and Step-Up Coupon Securities

Government Obligations Fund and Retail Tax Free Obligations Fund may invest in zero-coupon securities and step-up coupon securities as a non-principal investment strategy. These securities are debt securities that do not make regular cash interest payments. Zero-coupon securities are securities that make no periodic interest payments, but are instead sold at discounts from face value. Step-up coupon bonds are debt securities that may not pay interest for a specified period of time and then, after the initial period, may pay interest at a series of different rates. If these securities do not pay current cash income, the market prices of these securities would generally be more volatile and likely to respond to a greater degree to changes in interest rates than the market prices of securities having similar maturities and credit qualities that pay cash interest periodically.

Temporary Defensive Positions

For liquidity and to respond to unusual market conditions, each Fund may hold all or a significant portion of their total assets in cash for temporary defensive purposes. This may result in a lower yield and prevent the Funds from meeting their investment objectives.

Recent Market Events

In the past decade, financial markets throughout the world have experienced increased volatility, depressed valuations, decreased liquidity and heightened uncertainty and turmoil. This turmoil resulted in unusual and extreme volatility in the equity and debt markets, in the prices of individual securities and in the world economy. Events that have contributed to these market conditions include, but are not limited to, major cybersecurity events, geopolitical events (including wars, terror attacks and public health emergencies), measures to address budget deficits, downgrading of sovereign debt, declines in oil and commodity prices, dramatic changes in currency exchange rates, and public sentiment. In addition, many governments and quasi-governmental entities throughout the world have responded to the turmoil with a variety of significant fiscal and monetary policy changes, including, but not limited to, direct capital infusions into companies, new monetary programs and dramatically lower interest rates.

A recent outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has now been detected internationally. This coronavirus has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty. The impact of this coronavirus, and other epidemics and pandemics that may arise in the future, could affect the economies of many nations, individual companies and the market in general in ways that cannot necessarily be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social and economic risks in certain countries. The impact of the outbreak may be short term or may last for an extended period of time.

While the extreme volatility and disruption that U.S. and global markets experienced for an extended period of time beginning in 2007 and 2008 had, until the recent coronavirus outbreak, generally subsided, uncertainty and periods of volatility still remained, and risks to a robust resumption of growth persisted. Federal Reserve policy, including with respect to certain interest rates, may adversely affect the value, volatility and liquidity of dividend and interest paying securities. Market volatility, dramatic changes to interest rates and/or a return to unfavorable economic conditions may lower a Fund’s performance or impair a Fund’s ability to achieve its investment objective.

In June 2016, the United Kingdom approved a referendum to leave the European Union (“EU”) (“Brexit”). On March 29, 2017, the United Kingdom formally notified the European Council of its intention to leave the EU. The withdrawal agreement entered into between the United Kingdom and the EU entered into force on January 31, 2020, at which time the United Kingdom ceased to be a member of the EU.

Following the withdrawal, there will be an eleven-month transition period, ending in December 31, 2020, during which the United Kingdom will negotiate its future relationship with the EU. Brexit has resulted in volatility in European and global markets and could have negative long-term impacts on financial markets in the United Kingdom and throughout Europe. There is considerable uncertainty about the potential consequences for Brexit, how it will be conducted, how negotiations of trade agreements will proceed, and how the financial markets will react, and as this process unfolds, markets may be further disrupted. Given the size and importance of the United Kingdom’s economy, uncertainty about its legal, political, and economic relationship with the remaining member states of the EU may continue to be a source of instability. Moreover, other countries may seek to withdraw from the European Union and/or abandon the euro, the common currency of the EU.

In addition, policy and legislative changes in the United States and in other countries are changing many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time. Widespread disease and virus epidemics, such as the recent coronavirus outbreak, could likewise be highly disruptive, adversely affecting industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a Fund’s investments.

Portfolio Turnover

The Funds generally intend to hold their portfolio securities to maturity. In certain instances, however, a Fund may dispose of its portfolio securities prior to maturity when it appears such action will be in the best interest of the Fund because of changing money market conditions, redemption requests, or otherwise. A Fund may attempt to maximize the total return on its portfolio by trading to take advantage of changing money market conditions and trends or to take advantage of what are believed to be disparities in yield relationships between different money market instruments. Because each Fund invests in short-term securities and manages its portfolio as described above in “Investment Restrictions” and “Additional Information Concerning Fund Investments” and, as set forth in the “Fund Summaries” sections of the Funds’ Prospectuses, each Fund’s portfolio will turn over several times a year. Because brokerage commissions as such are not usually paid in connection with the purchase or sale of the securities in which the Funds invest and because the transactional costs are small, the high turnover is not expected to materially affect net asset values or yields. Securities with maturities of less than one year are excluded from required portfolio turnover rate calculations.

Disclosure of Portfolio Holdings

Public Disclosure

Information concerning the Funds' portfolio holdings as of the last business day of each month, as well as their weighted average maturity and weighted average life, is available on the Funds' website (www.firstamericanfunds.com). This information is typically available five business days after the end of each month and remains posted on the website for at least six months thereafter. In addition, each Fund files more detailed portfolio information with the SEC on Form N-MFP no later than five business days after the end of each month, which

becomes publicly available on the SEC's website (www.sec.gov) 60 days after the end of the month to which the information pertains. Each Fund is also required to file its portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with each Fund’s annual and semi-annual reports on Form N-CSR for the second and fourth fiscal quarters. These filings are generally available within 60 days of the end of the relevant Fund’s fiscal quarter. A Fund may publish complete portfolio holdings information more frequently if it has a legitimate business purpose for doing so.

Each Fund’s portfolio holdings are also posted on the Funds’ website on a weekly basis, typically on the first business day of the week. This weekly information generally reflects holdings as of the previous Thursday and remains posted on the website until the next publication date. Until such time as it is posted, it will be Undisclosed Holdings Information, as defined below, and subject to the Funds’ procedures regarding the disclosure of Undisclosed Holdings Information.

Nonpublic Disclosure

The Board has adopted policies and procedures (the “Disclosure Policies”), which generally prohibit the release of information concerning portfolio holdings, or information derived therefrom (“Undisclosed Holdings Information”), that has not been made public through SEC filings or the Funds’ website. Different exceptions to this prohibition may apply depending on the type of third party that receives the Undisclosed Holdings Information. The Disclosure Policies are designed to prevent the use of portfolio holdings information to trade against the Funds, or otherwise use the information in a way that would harm the Funds, and to prevent selected investors from having nonpublic information that will allow them to make advantageous decisions with respect to purchasing and selling Fund shares.

Disclosure within the Advisor and Its Affiliates and to Fund Directors

Undisclosed Holdings Information is provided, or otherwise made available, on a daily basis (a) without prior approval, to individuals who are employed by the Advisor and who have a need to know the information, such as investment, compliance and treasury personnel, and (b) to individuals employed by affiliates of the Advisor who are not otherwise entitled to receive such information under “Disclosure to Fund Service Providers and Prospective Service Providers,” below, if (1) such individuals are subject to the Advisor’s Code of Ethics, or that of an affiliate, which imposes a duty not to trade on such information; and (2) the Funds’ Chief Compliance Officer (“CCO”) has determined that improper use of such information by such individuals is not likely to affect the Funds in any material respect.

Undisclosed Holdings Information also may be provided without prior approval to the Board and its service providers, such as counsel, as part of the materials for regular or special Board meetings.

Disclosure to Fund Service Providers and Prospective Service Providers

The Funds’ officers may authorize disclosure of Undisclosed Holdings Information to eligible service providers and prospective service providers where such service providers require the information in the normal course of business in order to provide services to the Funds, or in anticipation of providing such services in the future. Undisclosed Holdings Information may be provided, or otherwise made available, to the Advisor (as described above), custodians, auditors, accounting service providers, administrators, transfer agents, securities lending agents, outside accountants, outside counsel, financial printers, pricing services, companies that provide analytical or statistical information, ratings and ranking agencies, entities that provide trading, research and other investment-related services, information aggregators, and financial intermediaries that include the Funds in their investment programs. The Undisclosed Holdings Information may be provided to eligible service providers as it is required, with any frequency and without any delay, provided that such organization has entered into a written agreement with the Funds, or the Funds’ authorized service providers, to maintain the information in confidence and to not use the information for any purpose other than the performance of its contractual responsibilities and duties.

Disclosure to Investors, Prospective Investors, and Investor Consultants

The Disclosure Policies provide that Undisclosed Holdings Information may be provided to individual and institutional investors, prospective investors, or investor consultants with the prior approval of the CCO in the specific instance. The CCO will only approve such disclosure after concluding that it is in the best interests of the Fund in question and its shareholders and if the recipient has agreed in writing to maintain the information in confidence and not to trade on the basis of any such information that is material nonpublic information. In considering a request for such approval, the CCO also shall identify and consider any conflict of interest between the Fund and its shareholders, on the one hand, and the Advisor and its affiliates, on the other, which is presented by the request. If the CCO determines that there is a conflict of interest, he or she will approve such disclosure only if he or she determines that such conflict is materially mitigated by the execution of a confidentiality agreement and that, despite such conflict of interest, disclosure is in the best interests of the relevant Fund and its shareholders. The CCO is responsible for the creation of a written record that states the basis for the conclusion that the disclosure is in the best interests of the relevant Fund and its shareholders.

Disclosure as Required by Applicable Law

Undisclosed Holdings Information may be disclosed to any person as required by applicable laws, rules and regulations. For example, such information may be disclosed in response to regulatory requests for information or in response to legal process in litigation matters.

Disclosure of Limited Holdings

Designated spokespersons of the Funds may discuss portfolio information in interviews with members of the media, or in due diligence or similar meetings with clients or prospective purchasers of Fund shares or their representatives. In no case will a material number of portfolio holdings be provided that have not yet been posted on the Funds’ website or filed with the SEC unless the recipient has entered into a written agreement with the Funds to maintain the confidentiality of such information and not to trade on the basis of any such information that is material nonpublic information. In addition, brokers and dealers may be provided with individual portfolio holdings in order to obtain bids or bid and asked prices (if securities held by a Fund are not priced by the Fund's regular pricing services) or in connection with portfolio transactions.

No Compensation or Consideration

Neither the Funds, nor the Advisor or any affiliate, including the CCO or his or her designee, will solicit or accept any compensation or other consideration in connection with the disclosure of Undisclosed Holdings Information or information derived therefrom.

Chief Compliance Officer Reports to Fund Board

The CCO must provide a quarterly report to the Board addressing exceptions to these policies and procedures during the preceding quarter, if any.

Detective and Corrective Action

Employees report unauthorized release of Undisclosed Holdings Information to the CCO. The CCO will recommend an appropriate course of action in the event of an unauthorized release of Undisclosed Holdings Information.

Designee of Chief Compliance Officer

In the event of the absence or unavailability of the CCO, all of the obligations of the CCO may be performed by the Advisor’s Chief Counsel.

*****

The following is a list of persons, other than the Advisor and its affiliates, that have been approved to receive Undisclosed Holdings Information concerning the Funds:

FactSet Research Systems Inc.

Directors and Executive Officers

Set forth below is information about the Directors and the officers of FAF. The Board consists entirely of Directors who are not “interested persons” of FAF, as that term is defined in the 1940 Act (“Independent Directors”).

Independent Directors

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 FAF Overseen by Director	Other Directorships Held by Director²
David K. Baumgardner (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: 1 registered investment company, including 6 portfolios	None

Mark E. Gaumond (1950)	Chair; Director	Chair term three years; Director term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Chair of FAF since January 2020; Director of FAF since January 2016	Retired. Formerly, Senior Vice Chair (Americas), Ernst & Young LLP (2006-2010). Certified Public Accountant (Inactive) and member of the American Institute of Certified Public Accountants. Director, Walsh Park Benevolent Corporation. Former Director, Cleveland-Cliffs, Inc. (formerly, Cliffs Natural Resources) (a producer of iron ore pellets), The California Academy of Sciences and Rayonier, Inc. Independent Director, First American Fund Complex since 2016.	First American Funds Complex: 1 registered investment company, including 6 portfolios	Director, Booz Allen Hamilton Holding Corporation (management and technology consulting); Director, Rayonier Advanced Materials, Inc. (materials manufacturer)

Roger A. Gibson (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, Diversified Real Asset Income Fund (investment 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: 1 registered investment company, including 6 portfolios	None

Jennifer J. McPeek	Director	Term expiring earlier of	Independent	First American	None

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 FAF Overseen by Director	Other Directorships Held by Director²
(1970)		death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since September 2019	advisor/consultant. Formerly, Chief Financial Officer, Russell Investments (2018-2019). Prior thereto, Chief Operating and Strategy Officer, Janus Henderson Group plc (2016-2017). Prior thereto, Executive Vice President and Chief Financial Officer, Janus Capital Group Inc. (2013-2016). Prior thereto, Ms. McPeek served in several other executive positions at Janus Capital Group Inc., including Senior Vice President of Corporate Finance and Treasurer overseeing the Financial Planning, Investor Relations, Treasury and Corporate Development functions, between 2009 and 2013. Prior thereto, Senior Vice president of Strategic Planning, ING Investment Management – Americas Region (2005-2009); Prior thereto, Associate Principal and co-leader of North American Capital Markets – Corporate Strategy and Finance, McKinsey and Company (1995-2001). Ms. McPeek has also held directorships on four investment advisor and/or trust entities and holds the Chartered Financial Analyst designation. Independent Director, First American Fund Complex since 2019.	Funds Complex: 1 registered investment company, including 6 portfolios

C. David Myers (1963)	Director	Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since September 2019	Operating Director of AE Industrial Partners LLC and Chairman of the Industrial HVAC-R portfolio, a subset of AE Industrial Partners (2017 – present). Director, The Boler Group (operating as Hendrickson International) (manufacturing for the global commercial transportation industry) (2017 – present). Formerly, President, Building Efficiency of Johnson Controls, Inc., a global diversified technology and industrial company (2005-2014). Prior thereto, President, Chief Executive Officer and Director of York International Corporation (a provider of heating, ventilating, air	First American Funds Complex: 1 registered investment company, including 6 portfolios	Director, The Manitowoc Company, Inc. (a global diversified technology and industrial 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 FAF Overseen by Director	Other Directorships Held by Director²
			conditioning, and refrigeration products and services) (2004-2005). Prior thereto, Mr. Myers served in several other executive positions at York International Corporation, including Executive Vice President, Chief Financial Officer, Finance Director – Engineered Systems Group and Corporate Controller, between 1998 and 2004; and Senior Manager, KPMG LLP (1986-1994). Independent Director, First American Fund Complex since 2019.

P. Kelly Tompkins (1956)	Director	Term expiring earlier of death, resignation, removal, disqualification, or successor duly elected and qualified; Director of FAF since September 2019	Senior Advisor, Dix & Eaton (investor relations) (2018-present). Leader-in-Residence, Cleveland-Marshall College of Law (2018-present). Formerly, Executive Vice President (2010-2017), Chief Operating Officer (2017), Chief Financial Officer (2015-2016), Cleveland-Cliffs, Inc. (formerly, Cliffs Natural Resources, Inc.) (a producer of iron ore pellets). Prior thereto, Executive Vice President and Chief Financial Officer, RPM International, Inc. (2008-2010) (multinational manufacturing company). Independent Director, First American Fund Complex since 2019.	First American Funds Complex: 1 registered investment company, including 6 portfolios	None

The address of each of the directors is P.O. Box 1329, Minneapolis, Minnesota, 55440-1329 unless otherwise noted.

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.

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.

Executive Officers

Name, Address, and Year of Birth	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years

Eric J. Thole U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1972) ¹	President	Re-elected by the Board annually; President of FAF since June 2014; Vice President of FAF from January 2011 through June 2014	Chief Executive Officer and President, U.S. Bancorp Asset Management, Inc.

James D. Palmer U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1964) ¹	Vice President	Re-elected by the Board annually; Vice President of FAF since June 2014	Chief Investment Officer, U.S. Bancorp Asset Management, Inc.

Jill M. Stevenson U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1965) ¹	Treasurer	Re-elected by the Board annually; Treasurer of FAF since January 2011; Assistant Treasurer of FAF from September 2005 through December 2010	Head of Operations and Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc.

Brent G. Smith U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1981) ¹	Assistant Treasurer	Re-elected by the Board annually; Assistant Treasurer of FAF since September 2014	Assistant Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc.

Ruth M. Mayr U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1959) ¹	Chief Compliance Officer	Re-elected by the Board annually; Chief Compliance Officer of FAF since January 2011	Chief Compliance Officer, U.S. Bancorp Asset Management, Inc.

Alyssa A. Bentz U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1981) ¹	Anti-Money Laundering Officer	Re-elected by the Board annually; Anti-Money Laundering Officer of FAF since September 2019	Compliance Manager, U.S. Bancorp Asset Management, Inc. since December 2015; prior thereto, Managing Director of Operations, U.S. Bancorp Asset Management, Inc. from January 2011 through December 2015

Richard J. Ertel U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1967) ¹	Secretary	Re-elected by the Board annually; Secretary of FAF since January 2011; Assistant Secretary of FAF from June 2006 through December 2010 and from June 2003 through August 2004	Chief Counsel, U.S. Bancorp Asset Management, Inc.

Scott F. Cloutier U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402 (1973) ¹	Assistant Secretary	Re-elected by the Board annually; Assistant Secretary of FAF since September 2012	Senior Corporate Counsel, U.S. Bancorp Asset Management, Inc.

Messrs. Thole, Palmer, Smith, Ertel and Cloutier and Mses. Stevenson, Mayr and Bentz are each officers and/or employees of U.S. Bancorp Asset Management, Inc., which serves as investment advisor and administrator for FAF.

Board Leadership Structure

The Board is responsible for overseeing generally the operation of the Funds. The Board has approved an investment advisory agreement with USBAM, as well as other contracts with USBAM, its affiliates, and other service providers.

As noted above, the Board consists entirely of Independent Directors. Taking into account the number, the diversity and the complexity of the funds overseen by the Directors and the aggregate amount of assets under management in FAF, the Board has determined that the efficient conduct of its affairs makes it desirable to delegate responsibility for certain matters to committees of the Board. These committees, which are described in more detail below, review and evaluate matters specified in their charters and make recommendations to the Board as they deem appropriate. Each committee may use the resources of the Funds’ counsel and auditors, counsel to the Independent Directors, if any, as well as other experts. The committees meet as often as necessary, either in conjunction with regular meetings of the Board or otherwise.

The Funds are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. The Board’s role in risk oversight of the Funds reflects its responsibility to oversee generally, rather than to manage, the operations of the Funds. The actual day-to-day risk management with respect to the Funds resides with USBAM and the other service providers to the Funds. In line with the Board’s oversight responsibility, the Board receives reports and makes inquiries at its regular meetings or otherwise regarding various risks. However, the Board relies upon the Funds’ Chief Compliance Officer, who reports directly to the Board, and USBAM (including its Senior Business Line Risk Manager and other members of its management team) to assist the Board in identifying and understanding the nature and extent of such risks and determining whether, and to what extent, such risks may be eliminated or mitigated. Although the risk management policies of USBAM and the other service providers are designed to be effective, those policies and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Not all risks that may affect the Funds can be identified or processes and controls developed to eliminate or mitigate their occurrence or effects, and some risks are simply beyond any control of the Funds or USBAM, its affiliates or other service providers.

Standing Committees of the Board of Directors

There are currently two standing committees of the Board: Audit Committee and Governance Committee. References to the “Funds” in the committee descriptions below are to FAF. All committee members are Independent Directors.

	Committee Function	Committee Members	Number of FAF Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/19

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).	David K. Baumgardner (Chair) Mark E. Gaumond Roger A. Gibson Jennifer J. McPeek¹ C. David Myers¹ P. Kelly Tompkins¹	2

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	Roger A. Gibson (Chair) David K. Baumgardner Mark E. Gaumond	4

	Committee Function	Committee Members	Number of FAF Committee Meetings Held During FAF’s Fiscal Year Ended 8/31/19
	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 FAF; 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).	Jennifer J. McPeek¹ C. David Myers¹ P. Kelly Tompkins¹

Ms. McPeek and Messrs. Myers and Tompkins were elected to the Board effective September 1, 2019.

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. Gaumond) or the Chair of the Governance Committee (Mr. Gibson), 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.

Director Ownership of Securities of the Funds or Advisor

The information in the table below discloses the dollar ranges of (i) each Director’s beneficial ownership in FAF, and (ii) each Director’s aggregate beneficial ownership in all funds within FAF, including in each case the value of fund shares elected by Directors in the Directors’ deferred compensation plan. The dollar range disclosed is based on the value of the securities as of December 31, 2019.

	Baumgardner	Gaumond	Gibson	McPeek¹	Myers¹	Tompkins¹
Aggregate Holdings – FAF	—	—	—	—	—	—
Government Obligations Fund	—	—	—	—	—	—
Retail Tax Free Obligations Fund	—	—	—	—	—	—
Treasury Obligations Fund	—	—	—	—	—	—
U.S. Treasury Money Market Fund	—	—	—	—	—	—

Ms. McPeek and Messrs. Myers and Tompkins were elected to the Board effective September 1, 2019.

As of September 30, 2019, none of the Independent Directors or their immediate family members owned, beneficially, or of record, any securities in (i) an investment advisor or principal underwriter of the Funds or (ii) a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment advisor or principal underwriter of the Funds.

Director Qualifications

The Board has determined that each Director should continue to serve as such based on several factors (none of which alone is decisive). Each of Messrs. Baumgardner, Gaumond and Gibson has served in their role as Director of the Funds since at least January 2016. Each Director is knowledgeable or will become knowledgeable regarding the Funds’ business and service provider arrangements.

Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills, diversity and experience on the Board. The Board believes that, collectively, the Directors have balanced and diverse qualifications, skills, experiences, and attributes, which allow the Board to operate effectively in governing the Funds and protecting the interests of shareholders. Information about the specific qualifications, skills, experiences, and attributes of each Director, which in each case contributed to the Board’s conclusion that the Director should serve (or continue to serve) as a director of the Funds, is provided in the “Independent Directors” table above.

Director Compensation

Effective January 1, 2016, FAF pays Directors who are not paid employees or affiliates of the Funds an annual retainer of $165,000 ($250,000 in the case of the Chair). The Audit Committee Chair receives an additional annual retainer of $15,000 and the Governance Committee Chair receives an additional annual retainer of $12,000.

Directors also receive $3,500 per day when traveling, on behalf of a Fund, out of town on Fund business which does not involve a Board or committee meeting. In addition, Directors are reimbursed for their out-of-pocket expenses in traveling from their primary or secondary residence to Board and committee meetings, on Fund business and to attend mutual fund industry conferences or seminars. The amounts specified above are allocated evenly among the funds in FAF.

Prior to January 1, 2011, the Directors could elect to defer payment of up to 100% of the fees they received in accordance with a Deferred Compensation Plan (the “Plan”). Under the Plan, a Director could elect to have his or her deferred fees treated as if they had been invested in shares of one or more funds and the amount paid to the Director under the Plan would be determined based on the performance of such investments. Effective January 1, 2011, the Directors may no longer defer payments under the Plan. The prior deferral of fees in accordance with the Plan will have a negligible impact on Fund assets and liabilities and will not obligate the Funds to retain any Director or pay any particular level of compensation. The Funds do not provide any other pension or retirement benefits to Directors.

The following table sets forth information concerning aggregate compensation paid to each Director of FAF (i) by FAF (column 2), and (ii) by FAF (column 5) during the fiscal year ended August 31, 2019. No executive officer or affiliated person of FAF received any compensation from FAF in excess of $60,000 during such fiscal period.

Compensation during Fiscal Year Ended August 31, 2019

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 FAF Paid to Directors

David K. Baumgardner, Director	$ 181,712	-0-	-0-	$ 181,712
Mark E. Gaumond, Chair¹	171,685	-0-	-0-	171,685
Roger A. Gibson, Director	185,679	-0-	-0-	185,679
Victoria J. Herget, Director²	98,451	-0-	-0-	98,451
Jennifer J. McPeek, Director³	-0-	-0-	-0-	-0-
C. David Myers, Director³	-0-	-0-	-0-	-0-
Richard K. Riederer	256,685	-0-	-0-	256,685
P. Kelly Tompkins, Director³	-0-	-0-	-0-	-0-
James M. Wade, Director⁴	146,179	-0-	-0-	146,179

Mr. Gaumond was appointed Chair of the Board effective January 1, 2020.

Ms. Herget joined the Board effective July 1, 2018 and retired from the Board effective January 30, 2019.

Ms. McPeek and Messrs. Myers and Tompkins were elected to the Board effective September 1, 2019.

⁴

Mr. Wade retired from the Board effective June 30, 2019.

Code of Ethics

FAF, USBAM, and Quasar Distributors, LLC have each adopted a Code of Ethics pursuant to Rule 17j-1 of the 1940 Act. Each of these Codes of Ethics permits personnel to invest in securities for their own accounts, including securities that may be purchased or held by the Fund. These Codes of Ethics are on public file with, and are available from, the SEC.

Investment Advisory and Other Services for the Funds

Investment Advisor

USBAM, 800 Nicollet Mall, Minneapolis, Minnesota 55402, serves as the investment advisor and manager of the Funds. The Advisor is a wholly owned subsidiary of U.S. Bank, 800 Nicollet Mall, Minneapolis, Minnesota 55402, the nation’s fifth-largest commercial bank. U.S. Bank is, in turn, a wholly-owned subsidiary of U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, which is a regional multi-state bank holding company headquartered in Minneapolis, Minnesota. U.S. Bancorp provides a wide range of financial services for consumers, businesses, government entities and other financial institutions. At June 30, 2019, U.S. Bancorp and its subsidiaries had consolidated assets of $482 billion, consolidated deposits of $353.2 billion and shareholders' equity of $53.5 billion.

Pursuant to an Investment Advisory Agreement, dated January 20, 1995 (the “Advisory Agreement”), the Funds engaged U.S. Bank, through its First American Asset Management division (“FAAM”), to act as investment advisor for, and to manage the investment of, the series of FAF then in existence. The Advisory Agreement was assigned to the Advisor on May 2, 2001. Under the terms of the Advisory Agreement, each Fund has agreed to pay the Advisor monthly fees calculated on an annual basis equal to 0.10% of the Fund’s average daily net assets (before any waivers).

The Advisory Agreement requires the Advisor to arrange, if requested by FAF, for officers or employees of the Advisor to serve without compensation from the Funds as Directors, officers, or employees of FAF if duly elected to such positions by the shareholders or Directors of FAF. The Advisor has the authority and responsibility to make and execute investment decisions for the Funds within the framework of the Funds’ investment policies, subject to review by the Board. The Advisor is also responsible for monitoring the performance of the various organizations providing services to the Funds, including the Funds’ distributor, shareholder services agent, custodian, and accounting agent, and for periodically reporting to the Board on the performance of such organizations. The Advisor will, at its own expense, furnish the Funds with the necessary personnel, office facilities, and equipment to service the Funds’ investments and to discharge its duties as investment advisor of the Funds.

In addition to the investment advisory fee, each Fund pays all of its expenses that are not expressly assumed by the Advisor or any other organization with which the Fund may enter into an agreement for the performance of services. Each Fund is liable for such nonrecurring expenses as may arise, including litigation to which the Fund may be a party. FAF may have an obligation to indemnify its Directors and officers with respect to such litigation. The Advisor will be liable to the Funds under the Advisory Agreement for any negligence or willful misconduct by the Advisor other than liability for investments made by the Advisor in accordance with the explicit direction of the Board or the investment objectives and policies of the Funds. The Advisor has agreed to indemnify the Funds with respect to any loss, liability, judgment, cost or penalty that a Fund may suffer due to a breach of the Advisory Agreement by the Advisor.

The Advisor has contractually agreed to limit fund expenses for each share class, so that total fund operating expenses, as a percentage of average daily net assets, do not exceed certain amounts through October 31, 2020. The Advisor may voluntarily waive or reimburse certain fees and expenses of a fund to the extent necessary to avoid a negative yield, or a yield below a specified level, which may vary from time to time in the Advisor’s sole discretion. These voluntary waivers and reimbursements may be terminated at any time by the Advisor. In addition, with respect to such voluntary waivers or reimbursements, the Advisor may retain the ability to be reimbursed by the Funds for such amounts prior to the end of the fiscal year. This practice would have the effect of lowering a Fund’s overall expense ratio and of increasing yield to investors, or the converse, at the time such amounts are absorbed or reimbursed, as the case may be.

The following table sets forth total advisory fees before and after contractual and/or voluntary waivers for the Funds for the fiscal years ended August 31, 2017, August 31, 2018 and August 31, 2019.

	Fiscal Year Ended August 31, 2017		Fiscal Year Ended August 31, 2018		Fiscal Year Ended August 31, 2019
Fund	Advisory Fee Before Waivers	Advisory Fee After Waivers	Advisory Fee Before Waivers	Advisory Fee After Waivers	Advisory Fee Before Waivers	Advisory Fee After Waivers

Government Obligations Fund	$ 31,069,743	$ 31,069,743	$ 34,444,238	$ 34,444,238	$41,572,243	$41,572,243

Retail Tax Free Obligations Fund	373,883	215,273	428,994	416,855	382,929	342,812

Treasury Obligations Fund	9,766,361	9,766,361	10,954,560	10,954,560	13,232,567	13,232,567

U.S. Treasury Money Market Fund	1,158,235	1,158,235	1,318,090	1,318,090	1,444,012	1,444,012

Additional Payments to Financial Intermediaries

In addition to the sales charge payments and the distribution, service and transfer agency fees described in the Prospectuses and elsewhere in this SAI, the Advisor and/or the Distributor may make additional payments out of its own assets to selected intermediaries that attract assets to the Funds (such as brokers, dealers, banks, registered investment advisors, retirement plan administrators and other intermediaries; hereinafter, individually, “Intermediary,” and collectively, “Intermediaries”) pursuant to arrangements involving sales, distribution, shelf space, sub-accounting, administrative or shareholder processing services.

The amounts of these payments could be significant and may create an incentive for an Intermediary or its representatives to recommend or offer shares of the Funds to its customers. The Intermediary may elevate the prominence or profile of the Funds within the Intermediary’s organization by, for example, placing a Fund on a list of preferred or recommended funds, and/or granting the Advisor and/or the Distributor preferential or enhanced opportunities to promote the Funds in various ways within the Intermediary’s organization.

These payments are made pursuant to negotiated agreements with Intermediaries. The payments do not change the price paid by investors for the purchase of a share or the amount a Fund will receive as proceeds from such sales. Furthermore, these payments are not reflected in the fees and expenses listed in the fee table section of the Funds’ Prospectuses and described above because they are not paid by the Funds.

The categories of payments described below are not mutually exclusive, and a single Intermediary may receive payments under all categories.

Marketing Support Payments and Program Servicing Payments

The Advisor and/or the Distributor may make payments for marketing support and/or program servicing to selected Intermediaries that are registered as holders or dealers of record for accounts invested in one or more of the First American Funds or that make First American Fund shares available through employee benefit plans or fee-based advisory programs to compensate them for the variety of services they provide.

Marketing Support Payments. Services for which an Intermediary receives marketing support payments may include business planning assistance, advertising, educating the Intermediary’s personnel about the First American Funds in connection with shareholder financial planning needs, placement on the Intermediary’s preferred or recommended fund company list, and access to sales meetings, sales representatives and management representatives of the Intermediary. In addition, Intermediaries may be compensated for enabling Fund representatives to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client and investor events and other events sponsored by the Intermediary.

The Advisor and/or the Distributor compensates Intermediaries differently depending upon, among other factors, the number or value of Fund shares that the Intermediary sells or may sell, the value of the assets invested in the Funds by the Intermediary’s customers, redemption rates, ability to attract and retain assets, reputation in the industry and the level and/or type of marketing assistance and educational activities provided by the Intermediary. Such payments are generally asset based but also may include the payment of a lump sum.

Program Servicing Payments. Services for which an Intermediary receives program servicing payments typically include recordkeeping, reporting, or transaction processing, but may also include services rendered in connection with Fund/investment selection and monitoring, employee enrollment and education, plan balance rollover or separation, or other similar services. An Intermediary may perform program services itself or may arrange with a third party to perform program services.

Program servicing payments typically apply to employee benefit plans, such as retirement plans, or fee-based advisory programs, but may apply to retail sales and assets in certain situations. The payments are based on such factors as the type and nature of services or support furnished by the Intermediary and are generally asset based.

Marketing Support and Program Servicing Payment Guidelines. In the case of any one Intermediary, marketing support and program servicing payments are not expected, with certain limited exceptions, to exceed, in the aggregate, 0.47% of the average net assets of Fund shares attributable to that Intermediary on an annual basis. U.S. Bank, N.A. and its affiliates are eligible to receive payments that exceed 0.47% of the average net assets of Fund shares attributable to U.S. Bank, N.A. or its affiliates on an annual basis.

Other Payments

From time to time, the Advisor and/or the Distributor, at its expense, may provide other compensation to Intermediaries that sell or arrange for the sale of shares of the Fund(s), which may be in addition to marketing support and program servicing payments described above. For example, the Advisor and/or the Distributor may: (i) compensate Intermediaries for National Securities Clearing Corporation networking system services (e.g., shareholder communication, account statements, trade confirmations, and tax reporting) on an asset based or per account basis; (ii) compensate Intermediaries for providing Fund shareholder trading information; (iii) make one-time or periodic payments to reimburse selected Intermediaries for items such as ticket charges (i.e., fees that an Intermediary charges its representatives for effecting transactions in Fund shares) of up to $25 per purchase or exchange order, operational charges (e.g., fees that an Intermediary charges for establishing a Fund on its trading system), and literature printing and/or distribution costs; and (iv) at the direction of a retirement plan's sponsor, reimburse or pay direct expenses of an employee benefit plan that would otherwise be payable by the plan.

When not provided for in a marketing support or program servicing agreement, the Advisor and/or the Distributor may pay Intermediaries for enabling the Advisor and/or the Distributor to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other Intermediary employees, client and investor events and other Intermediary-sponsored events, and for travel expenses, including lodging incurred by registered representatives and other employees in connection with prospecting, asset retention and due diligence trips. These payments may vary depending upon the nature of the event. The Advisor and/or the Distributor makes payments for such events as it deems appropriate, subject to its internal guidelines and applicable law.

The Advisor and/or the Distributor occasionally sponsors due diligence meetings for registered representatives during which they receive updates on the Funds and are afforded the opportunity to speak with portfolio managers. Invitations to these meetings are not conditioned on selling a specific number of shares. Those who have shown an interest in the Funds, however, are more likely to be considered. To the extent permitted by their firm’s policies and procedures, all or a portion of registered representatives’ expenses in attending these meetings may be covered by the Advisor and/or the Distributor.

Certain affiliates of the Advisor and employees of the Advisor may receive cash compensation from the Advisor and/or the Distributor in connection with establishing new client relationships with the First American Funds.

Total compensation of employees of the Advisor and/or the Distributor with marketing and/or sales responsibilities is based in part on their generation of new client relationships, including new client relationships with the First American Funds.

Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as FINRA. Investors can ask their Intermediary for information about any payments it receives from the Advisor and/or the Distributor and the services it provides for those payments.

Investors may wish to take Intermediary payment arrangements into account when considering and evaluating any recommendations relating to Fund shares.

Intermediaries Receiving Additional Payments

The following is a list of Intermediaries eligible to receive one or more of the types of payments discussed above as of September 30, 2019:

ADP Broker-Dealer, Inc.

American Enterprise Investment Services, Inc.

Ameriprise Financial Services, Inc.

Bank of New York Mellon (The)

BofA Securities Inc.

BrokerTec Europe Limited

Brown Advisory Incorporated

Charles Schwab & Co., Inc.

Chicago Mercantile Exchange, Inc.

Comerica Bank

Copper River Advisors LLC

Fidelity Brokerage Services LLC / National Financial Services LLC / Fidelity Investments Institutional

Operations Company, Inc.

Fifth Third Securities, Inc.

FIS Brokerage & Securities Services LLC

Fort Pitt Capital Group LLC

Goldman Sachs & Co. LLC

GWFS Equities, Inc.
HazelTree Fund Services Inc.

Hennessy Advisors Inc.

ING Life Insurance and Annuity Company / ING Institutional Plan Services LLC

Institutional Bond Network

Institutional Cash Distributors LLC

Intrepid Capital Management, Inc.

J.M. Lummis Securities, Inc.

J.P. Morgan Chase Bank N.A.

J.P. Morgan Securities, LLC

Janney Montgomery Scott LLC

Leuthold Group LLC (The)

Lincoln Retirement Services Company LLC / AMG Service Corp.

LPL Financial LLC
Massachusetts Mutual Life Insurance Company

Mid Atlantic Capital Corporation

Moreton Capital Markets LLC

MSCS Financial Services, LLC

MUFG Union Bank N.A.

Nationwide Financial Services, Inc.

Pershing LLC

Piper Jaffray & Company

Principal Life Insurance Company

Quasar Distributors, LLC

RBC Dain Rauscher, Inc.

Reliance Trust Company

Robert W. Baird & Co., Inc.

State Street Global Markets LLC

SVB Asset Management

TIAA-CREF Individual & Institutional Services, LLC

Treasury Brokerage, LLC

U.S. Bancorp Fund Services, LLC

U.S. Bancorp Investments, Inc.

U.S. Bank, N.A.

VALIC Retirement Services Company

Any additions, modification or deletions to the list of Intermediaries identified above that have occurred since September 30, 2019, are not reflected.

Administrator

U.S. Bancorp Asset Management, Inc. (the “Administrator”) serves as administrator pursuant to an Administration Agreement between the Administrator and the Funds, dated as of July 1, 2006. Under the Administration Agreement, the Administrator provides, or compensates others to provide, services to the Funds. These services include various oversight and legal services, accounting services and shareholder services. The Funds pay the Administrator fees which are calculated daily and paid monthly. Such fees are equal to each Fund’s pro rata share of an amount equal, on an annual basis, to 0.20% of the aggregate average daily Class A share net assets and 0.15% of the aggregate average daily net assets for all other share classes of the Funds up to $8 billion, 0.185% for Class A shares and 0.135% for all other share classes on the next $17 billion of aggregate average daily net assets, 0.17% for Class A shares and 0.12% for all other classes on the next $25 billion of aggregate average daily net assets, and 0.15% for Class A shares and 0.10% for all other classes of the aggregate average daily net assets in excess of $50 billion. The Administrator pays a portion of such fees to U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services (“Fund Services”), 777 East Wisconsin Avenue, Milwaukee, WI 53202, pursuant to a Sub-Administration Agreement dated July 1, 2005 whereby Fund Services provides various sub-administration services. Fund Services is a wholly-owned subsidiary of U.S. Bancorp.

The following table sets forth total administrative fees, after waivers, paid by each of the Funds listed below to the Administrator for the fiscal years ended August 31, 2017, August 31, 2018 and August 31, 2019:

Fund	Fiscal Year Ended August 31, 2017	Fiscal Year Ended August 31, 2018	Fiscal Year Ended August 31, 2019

Government Obligations Fund	$ 25,378,491	$ 25,687,970	$29,175,130

Retail Tax Free Obligations Fund	46,341	64,007	45,640

Treasury Obligations Fund	8,496,358	8,128,701	9,111,061

U.S. Treasury Money Market Fund	834,442	846,372	964,110

Effective July 1, 2005, FAF entered into a Shareholder Service Plan and Agreement with USBAM, under which USBAM agreed to provide FAF, or enter into written agreements with other service providers pursuant to which the service providers will provide FAF, with non-distribution-related services to shareholders of Class A, Class D, Class T, and Class Y shares. The Shareholder Service Plan and Agreement was amended effective February 22, 2006, to add Class V shares, and amended effective June 13, 2017 to incorporate share class name changes.

In the Shareholder Services Plan and Agreement, USBAM agreed that the services provided thereunder will in no event be primarily intended to result in the sale of Fund shares. Pursuant to the Shareholder Service Plan and Agreement, the Funds have agreed to pay USBAM a fee at an annual rate of 0.25% of the average net asset value of the Class A, Class D, and Class Y shares, a fee at an annual rate of 0.20% of the average net asset value of the Class T shares, and a fee at an annual rate of 0.10% of the average net asset value of the Class V shares computed daily and paid monthly. During the fiscal years ended August 31, 2017, August 31, 2018 and August 31, 2019, the Funds paid to USBAM shareholder servicing fees, after waivers, in the following amounts:

Fiscal Year Ended August 31, 2017

	Class A	Class D	Class T	Class Y	Class G	Class V
Government Obligations Fund	$ 790,729	$ 8,112,138	N/A	$ 18,367,339	N/A	$ 1,660,593
Retail Tax Free Obligations Fund	86,653	N/A	N/A	724,682	N/A	1,405
Treasury Obligations Fund²	548,026	3,534,293	N/A	5,575,815	$ 235,258	538,610
U.S. Treasury Money Market Fund	73,479	173,808	N/A	1,297,806	N/A	29,275

Fiscal Year Ended August 31, 2018

	Class A	Class D	Class T	Class Y	Class G	Class V
Government Obligations Fund	$ 805,571	$ 8,252,690	N/A	$ 22,286,839	N/A	$ 2,062,994
Retail Tax Free Obligations Fund	89,843	N/A	N/A	868,368	N/A	851
Treasury Obligations Fund²	458,348	3,611,529	N/A	6,639,849	$ 283,453	519,621
U.S. Treasury Money Market Fund	105,092	195,188	N/A	1,853,177	N/A	61,692

Fiscal Year Ended August 31, 2019

	Class A	Class D	Class T	Class Y	Class G	Class V
Government Obligations Fund	$ 693,478	$ 8,356,804	N/A	$24,114,252	N/A	$ 2,166,830
Retail Tax Free Obligations Fund	68,499	N/A	N/A	818,615	N/A	1,060
Treasury Obligations Fund²	544,731	3,572,659	N/A	6,136,815	$30,296	627,192
U.S. Treasury Money Market Fund	123,232	109,281	N/A	1,806,332	N/A	112,125

¹Class A and Class D closed on December 8, 2016.

²Class G closed on October 26, 2018.

Transfer Agent

Fund Services serves as the Funds’ transfer agent pursuant to a Transfer Agency and Shareholder Servicing Agreement between Fund Services and the Funds dated June 30, 2016. Pursuant to the Transfer Agency and Shareholder Servicing Agreement, the Funds are charged transfer agent fees on a per shareholder account basis, subject to a minimum per share class fee. These fees are charged to each Fund based on the number of accounts within the Fund. The Fund reimburses Fund Services for out-of-pocket expenses incurred in providing transfer agent services.

During the fiscal years ended August 31, 2017, August 31, 2018 and August 31, 2019, the Funds paid to Fund Services transfer agent fees in the following amounts:

	Fiscal Year Ended August 31, 2017	Fiscal Year Ended August 31, 2018	Fiscal Year Ended August 31, 2019

Government Obligations Fund	$ 126,000	$ 147,000	$ 190,829
Retail Tax Free Obligations Fund	93,000	90,000	75,459
Treasury Obligations Fund	144,000	156,000	140,107
U.S. Treasury Money Market Fund	108,000	108,000	91,603

Distributor

Quasar Distributors, LLC serves as the distributor for the Funds’ shares pursuant to a distribution agreement applicable to the various share classes (the “Distribution Agreement”). On April 1, 2020, Quasar Distributors, LLC (“Quasar”), the distributor of the First American Money Market Funds, was acquired by Foreside Financial Group, LLC. Quasar is no longer an affiliate of U.S. Bancorp and its direct or indirect subsidiaries, including U.S. Bancorp Asset Management.

Fund shares and other securities distributed by the Distributor are not deposits or obligations of, or endorsed or guaranteed by, U.S. Bank or its affiliates, and are not insured by the Deposit Insurance Fund, which is administered by the FDIC.

Under the Distribution Agreement, the Distributor has agreed to perform all distribution services and functions of the Funds to the extent such services and functions are not provided to the Funds pursuant to another agreement. The shares of the Funds are distributed through the Distributor and through securities firms, financial institutions (including, without limitation, banks) and other industry professionals (the “Participating Institutions”) which enter into sales agreements with the Distributor to perform share distribution or shareholder support services.

Under the Distribution Agreement, the Funds pay the Distributor distribution and/or shareholder servicing fees in connection with Class A and Class D shares. The Distributor receives no compensation from the Funds for distribution or shareholder servicing of the Class P, Class T, Class U, Class V, Class X, Class Y, and Class Z shares.

The Distribution Agreement provides that they will continue in effect for a period of more than one year from the date of their execution only so long as such continuance is specifically approved at least annually by the vote of a majority of the Board and by the vote of the majority of those Board members who are not interested persons of FAF and who have no direct or indirect financial interest in the operation of FAF’s Rule 12b-1 Plan or in any agreement related to such plans.

The Distributor received the following compensation from the Funds during the Funds’ most recent fiscal year ended August 31, 2019:

Fiscal Year Ended August 31, 2019

Fund	Net Underwriting Discounts and Commissions	Compensation on Redemptions and Repurchases	Brokerage Commissions	Other Compensation¹

Government Obligations Fund	None	None	None	$ 5,712,565

Retail Tax Free Obligations Fund	None	None	None	89,411

Treasury Obligations Fund	None	None	None	3,189,798

U.S. Treasury Money Market Fund	None	None	None	222,178

Primarily represents Rule 12b-1 fees paid to the Distributor as dealer of record on certain shareholder accounts under FAF’s Rule 12b-1 Distribution and Service Plan. Total fees paid by the Funds under FAF’s Rule 12b-1 Distribution and Service Plan are provided below.

FAF has also adopted Plans of Distribution with respect to the Class A and Class D shares of the Funds pursuant to Rule 12b-1 under the 1940 Act (collectively, the “Plans”). Rule 12b-1 provides in substance that a mutual fund may not engage directly or indirectly in financing any activity which is primarily intended to result in the sale of shares, except pursuant to a plan adopted under Rule 12b-1. Each of the Plans is a “reimbursement-type” plan under which the Distributor is entitled to receive the fees payable only to the extent of its actual distribution expenses. The distribution fees under the Plans are used for the primary purpose of compensating broker-dealers for their sale of fund shares. The shareholder servicing fees payable under the Plans, if any, are used for the primary purpose of compensating third parties for their provision of services to Fund shareholders.

The Class A shares pay to the Distributor a distribution fee at an annual rate of up to 0.25% of the average daily net assets of the Class A shares. The fee may be used by the Distributor to compensate brokers for providing distribution-related services with respect to the Class A shares. This fee is calculated and paid each month based on the Distributor’s actual distribution expenses for that month.

The Class D shares of each Fund pay a distribution fee to the Distributor monthly at the annual rate of up to 0.15% of each Fund’s Class D share average daily net assets. The fee may be used by the Distributor to compensate brokers for providing distribution-related services with respect to the Class D shares. This fee is calculated and paid each month based on the Distributor’s actual distribution expenses for that month.

The Plan recognizes that the Distributor, any Participating Institution, the Administrator, and the Advisor, in their discretion, may from time to time use their own assets to pay for certain additional costs in connection with the distribution or shareholder servicing of Class A and Class D shares of the Funds, in addition to payments made by such entities for costs associated with the distribution of the other share classes of the Funds that are not subject to the Plan. Any such arrangements to pay such additional costs may be commenced or discontinued by the Distributor, any Participating Institution, the Administrator, or the Advisor at any time.

As reflected in the following table, the Funds paid the following 12b-1 fees to the Distributor with respect to the Class A shares and Class D shares of the Funds during the fiscal year ended August 31, 2019. The table also describes the activities for which such payments, when made, are used. As noted above, no 12b-1 fees are paid with respect to Class P shares, Class T shares, Class U shares, Class V shares, Class X shares, Class Y shares, and Class Z shares.

Fund	Total 12b-1 Fees Paid to Distributor		Amount Retained by Distributor¹		Compensation Paid to Participating Intermediaries		Other

Government Obligations Fund
Class A	$	--	$	--	$	631,066	$	--
Class D		--		--		5,314,023		--

Retail Tax Free Obligations Fund
Class A		--		--		68,096		--

Treasury Obligations Fund
Class A		--		--		544,617		--
Class D		--		--		2,143,614		--
Class G²		--		--		57,881		--

U.S. Treasury Money Market Fund
Class A		--		--		123,403		--
Class D		--		--		65.558		--

1	The amounts retained by the Distributor are used to pay for various distribution and shareholder servicing expenses, including advertising, marketing, wholesaler support, and printing prospectuses.

2	Class G closed on October 26, 2018.

Custodian and Independent Registered Public Accounting Firm

Custodian

U.S. Bank (the “Custodian”), 1555 N. Rivercenter Drive, Suite 302, Milwaukee, WI 53212, acts as custodian of the Funds’ assets and portfolio securities pursuant to a Custodian Agreement between First Trust National Association (“First Trust”) and the Funds. First Trust’s rights and obligations under the Custodian Agreement were assigned to U.S. Bank pursuant to an Assignment and Assumption Agreement between First Trust and U.S. Bank. The Custodian takes no part in determining the investment policies of the Funds or in deciding which securities are purchased or sold by the Funds. The duties of the Custodian are limited to receiving and safeguarding the assets and securities of the Funds and to delivering or disposing of them pursuant to the Funds’ order.

Prior to July 1, 2019, as compensation for its services as custodian to the Funds, the Custodian was paid a monthly fee calculated on an annual basis equal to 0.0050% of each such Fund’s average daily net assets. Beginning July 1, 2019, each Fund pays the Custodian its pro rata share of an amount equal, on an annual basis, to 0.0045% of the aggregate average daily market value of all securities and cash held in the Funds up to $25 billion, 0.0040% of the aggregate average daily market value of all securities and cash held in the Funds for the next $25 billion, and 0.0035% of the aggregate average daily market value of all securities and cash held in the Funds in excess of $50 billion. In addition, the Custodian is reimbursed for its out-of-pocket expenses incurred while providing services to the Funds. The Custodian continues to serve so long as its appointment is approved at least annually by the Board including a majority of the Directors who are not “interested persons” of FAF, as that term is defined in the 1940 Act.

Independent Registered Public Accounting Firm

Ernst & Young LLP, 220 South Sixth Street, Suite 1400, Minneapolis, Minnesota, 55402, serves as the Funds’ independent registered public accounting firm, providing audit services, including audits of the annual financial statements.

Proxy Voting

Because the Funds invest primarily in short-term debt obligations, the probability of the Funds or USBAM receiving a proxy request on behalf of the Funds is remote. Nonetheless, the Funds have adopted Proxy Voting Policies and Procedures that delegate the responsibility of voting proxies to USBAM. The Proxy Voting Policies and Procedures of the Funds are attached as Appendix A.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2019 is available, without charge and upon request, by calling 800 677-3863 and on the SEC’s website at www.sec.gov.

Portfolio Transactions

The Funds’ portfolios are almost exclusively composed of fixed income securities and most of the portfolio transactions are made directly with the issuer of the securities or with broker-dealers acting for their own account or as agents. A Fund does not usually pay brokerage commissions on purchases and sales of fixed income securities, although the price of the securities generally includes compensation, in the form of a spread or mark-up or mark-down, which is not disclosed separately.

The Advisor determines the broker-dealers with or through which the Funds’ securities transactions are executed. The primary consideration in placing a portfolio transaction with a particular broker-dealer is efficiency in executing orders and obtaining the most favorable net prices for the Fund under the circumstances of each particular transaction. More specifically, the Advisor considers the full range and quality of the services offered by a broker-dealer. The determination may include the competitiveness of price; access to desirable securities; willingness and ability to execute difficult or large transactions; value, nature, and quality of any brokerage and research products and services provided; financial responsibility (including willingness to commit capital) of the broker-dealer; ability to minimize market impact; maintenance of the confidentiality of orders; responsiveness of the broker-dealer to the Advisor; and ability to settle trades. For transactions where competitiveness of price is the determining factor, all other factors being equal, the Advisor will seek to obtain cover quotes or supporting market information on fixed income security transactions to the extent they are available. The Advisor may, however, select a dealer to effect a particular transaction without communicating with all dealers who might be able to effect such transaction because of the volatility of the market and the Advisor’s desire to accept a particular price for a security because the price offered by the dealer meets the Advisor’s guidelines for profit, yield, or both. While it is the Advisor’s policy to seek the most advantageous price on each transaction, there is no assurance it will be successful in doing so on every transaction.

When consistent with the best execution objectives described above, business may be placed with broker-dealers who furnish brokerage and research products and services to the Advisor. Such brokerage and research

products and services would include advice, both directly and in writing, as to the value of securities, the advisability of investing in, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities, as well as analyses and reports concerning issues, industries, securities, economic factors and trends and portfolio strategy. The research products and services may allow the Advisor to supplement its own investment research activities and enable it to obtain the views and information of individuals and research staffs of many different securities firms prior to making investment decisions for the Funds. To the extent portfolio transactions are effected with broker-dealers who furnish research services, the Advisor would receive a benefit, which is not capable of evaluation in dollar amounts, without providing any direct monetary benefit to the Funds from these transactions. As a general matter, the brokerage and research products and services that the Advisor receives from broker-dealers are used to service all of the Advisor’s accounts. However, any particular brokerage and research product or service may not be used to service each and every account, and may not benefit the particular accounts that generated the brokerage commissions used to acquire the product or service.

The Advisor has not entered into any formal or informal agreements with any broker-dealers, and does not maintain any “formula” that must be followed in connection with the placement of the Funds’ portfolio transactions in exchange for brokerage and research products and services provided to the Advisor. The Advisor may, from time to time, maintain an informal list of broker-dealers that will be used as a general guide in the placement of Fund business in order to encourage certain broker-dealers to provide the Advisor with brokerage and research products and services, which the Advisor anticipates will be useful to it. Any list, if maintained, would be merely a general guide, which would be used only after the primary criteria for the selection of broker-dealers (discussed above) has been met, and, accordingly, substantial deviations from the list could occur. While it is not expected that any Fund will pay brokerage commissions, if it does, the Advisor would authorize the Fund to pay an amount of commission for effecting a securities transaction in excess of the amount of commission another broker-dealer would have charged only if the Advisor determined in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Advisor’s overall responsibilities with respect to the Funds.

Generally, the Advisor does not aggregate or "bunch" fixed income securities orders. The Advisor may, however, bunch orders in the same fixed income securities for all accounts, provided that no account is favored over any other participating account, in an effort to obtain best execution at the best price available. In some cases, this system could have a detrimental effect on the price or volume of the security as far as each account is concerned. In other cases, however, the ability of the accounts to participate in volume transactions will produce better executions for each account. It is the Advisor’s policy to allocate investment opportunities among all accounts in a fair and equitable manner that does not systematically favor one account over any other, by providing buy and sell opportunities to all accounts.

No Fund effects brokerage transactions in its portfolio securities with any broker-dealer affiliated directly or indirectly with the Advisor or the Distributor unless such transactions, including the frequency thereof, the receipt of commissions payable in connection therewith, and the selection of the affiliated broker-dealer effecting such transactions, are not unfair or unreasonable to the shareholders of the Fund, as determined by the Board. Any transactions with an affiliated broker-dealer must be on terms that are both at least as favorable to the Fund as such Fund can obtain elsewhere and at least as favorable as such affiliated broker-dealer normally gives to others.

During their three most recent fiscal years ended August 31, the Funds paid no brokerage commissions to any brokers, including affiliated brokers. At August 31, 2019, the Funds held no securities of broker-dealers which are deemed to be “regular brokers or dealers” of the Funds under the 1940 Act (or of such broker-dealers’ parent companies).

Capital Stock

Each share of the Funds’ $0.01 par value common stock is fully paid, non-assessable, and transferable. Shares may be issued as either full or fractional shares. Fractional shares have pro rata the same rights and privileges as full shares. Shares of the Funds have no preemptive or conversion rights.

Each share of the Funds has one vote. On some issues, such as the election of Directors, all shares of the Funds vote together as one series. The shares do not have cumulative voting rights. Consequently, the holders of more than 50% of the shares voting for the election of Directors are able to elect all of the Directors if they choose to do so. On issues affecting only a particular Fund or class, the shares of that Fund or class will vote as a separate series. Examples of such issues would be proposals to alter a fundamental investment restriction pertaining to a Fund or to approve, disapprove or alter a distribution plan pertaining to a class.

The Bylaws of FAF provide that annual shareholders’ meetings are not required and that meetings of shareholders need be held only with such frequency as required under Minnesota law and the 1940 Act.

As of __________, 2020 the Directors and officers of FAF as a group owned less than one percent of each Fund’s outstanding shares and the Funds were aware that the persons set forth in the following table owned of record five percent or more of the outstanding shares of each class of stock of the Funds.

	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
GOVERNMENT OBLIGATIONS FUND

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1951

QUASAR DISTRIBUTORS LLC FBO ITS CLIENTS ATTN TERESA COWAN 777 E WISONSIN AVE FL 6 MILWAUKEE WI 53202-5300

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

HARE & CO #2 ATTN V MICHAEL PATTON 111 SANDERS CREEK PKWY RM 130-0280 EAST SYRACUSE NY 13057-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT

	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA MONEY CENTER CUST OMNIBUS REINVEST FBO CUSTOMERS ATTN: SHANE D KITZAN 777 E WISCONSIN AVE FL 4 MILWAUKEE WI 53202-5300

NVIDIA CORPORATION ATTN TREASURY DEPARTMENT 2701 SAN TOMAS EXPY SANTA CLARA CA 95050-2519

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA – MONEY CENTER FBO INVESTMENT SWEEP CUSTOMERS ATTN: TINA EUMURIAN 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA FBO FIRST AMERICAN C/C ATTN WILLY BLOOM 1555 N RIVERCENTER DR STE 302 MILWAUKEE WI 53212-3958

HARE & CO #2 ATTN V MICHAEL PATTON 111 SANDERS CREEK PKWY RM 130-0280 EAST SYRACUSE NY 13057-1382

RETAIL TAX FREE OBLIGATIONS FUND

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

FBS INVESTMENT SERVICES INC FOR THE EXCLUSIVE BENEFIT OF ITS CUSTOMERS ATTN MONEY FUNDS UNIT R/R 60 LIVINGSTON AVE SAINT PAUL MN 55107-2292

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

FANDL & CO C/O FOLEY & LARDNER TRUST ACCOUNTING 777 E WISCONSIN AVE STE 3200 MILWAUKEE WI 53202-5367

TREASURY OBLIGATIONS FUND

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

CHARLES SCHWAB & CO INC SPECIAL CUSTODY A/C FBO CUSTOMERS ATTN MUTUAL FUNDS 211 MAIN STREET SAN FRANCISCO CA 94105-1905

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

HARE & CO #2 ATTN V MICHAEL PATTON 111 SANDERS CREEK PKWY RM 130-0280 EAST SYRACUSE NY 13057-1382

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA MONEY CENTER CUST OMNIBUS REINVEST FBO CUSTOMERS ATTN SHANE D KITZAN 777 E WISCONSIN AVE FL 4 MILWAUKEE WI 53202-5300

BAND & CO

	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA FBO INVESTMENT SWEEP CUSTOMERS ATTN: TINA EUMURIAN 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

GS GLOBAL CASH SVCS OMNIBUS ACCT FBO GOLDMAN SACHS & CO LLC ATTN FINANCIAL CONTROL 71 S WACKER DR STE 500 CHICAGO IL 60606-4673

US BANK NA MONEY CENTER CUST OMNIBUS REINVEST FBO CUSTOMERS ATTN SHANE D KITZAN 777 E WISCONSIN AVE FL 4 MILWAUKEE WI 53202-5300

US BANK NA FBO INVESTMENT SWEEP CUSTOMERS ATTN TINA EUMURIAN 800 NICOLLET MALL MINNEAPOLIS MN 55402-7000

U.S. TREASURY MONEY MARKET FUND

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANCORP INVESTMENTS INC 60 LIVINGSTON AVENUE SAINT PAUL MN 55107-2292

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

US BANK NA MONEY CENTER CUST OMNIBUS REINVEST FBO CUSTOMERS ATTN SHANE D KITZAN 777 E WISCONSIN AVE FL 4


	Class A	Class D	Class P	Class T	Class U	Class V	Class X	Class Y	Class Z
MILWAUKEE WI 53202-5300

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

BAND & CO C/O US BANK ATTN ACM DEPT PO BOX 1787 MILWAUKEE WI 53201-1787

Net Asset Value and Public Offering Price

The public offering price of the shares of a Fund generally equals the Fund’s net asset value. The net asset value per share of a Fund is calculated on each day the Fund is open for business at the time or times indicated in the Fund’s Prospectus. The net asset value may be calculated early on any business day when the bond markets close early (typically on the business day preceding a Federal holiday). The Funds are generally open for business each day that the Federal Reserve Bank of New York (the “Federal Reserve”) is open, except as noted below. In addition to weekends, the Federal Reserve is closed on the following Federal holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. A Fund may close when the Federal Reserve is open and the NYSE is closed, such as Good Friday. On August 31, 2019, the net asset value per share for each Fund was calculated as set forth below.

Fund	Net Assets		Shares Outstanding		Net Asset Value Per Share

Government Obligations Fund
Class A	$	238,531,542		238,527,351	$	1.00
Class D		3,555,684,730		3,555,625,979		1.00
Class P		2,085,703,604		2,085,695,190		1.00
Class U		3,540,435,477		3,540,414,657		1.00
Class V		2,314,446,548		2,314,415,770		1.00
Class X		9,868,299,850		9,868,210,478		1.00
Class Y		9,961,712,926		9,961,575,682		1.00
Class Z		18,335,730,668		18,335,486,545		1.00


Retail Tax Free Obligations Fund
Class A		31,081,140		31,079,675		1.00
Class V		782,441		782,345		1.00
Class Y		333,667,976		333,659,637		1.00
Class Z		49,645,156		49,642,550		1.00

Treasury Obligations Fund
Class A		246,011,950		246,015,090		1.00
Class D		1,367,670,728		1,367,683,401		1.00
Class P		921,110,378		921,109,920		1.00
Class V		476,759,137		476,763,234		1.00
Class X		2,890,817,669		2,890,816,073		1.00
Class Y		2,439,177,855		2,439,197,169		1.00
Class Z		6,646,073,339		6,646,107,561		1.00

U.S. Treasury Money Market Fund
Class A	$	45,659,666		45,651,190		1.00
Class D		32,348,663		32,341,257		1.00
Class V		106,254,647		106,249,569		1.00
Class Y		598,297,824		598,240,633		1.00
Class Z		781,354,195		781,309,326		1.00

Valuation of Portfolio Securities

The Funds’ portfolio securities are valued on the basis of the amortized cost method of valuation. This involves valuing an instrument at its cost and thereafter assuming a constant amortization to maturity of any discount or premium, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price a Fund would receive if it sold the instrument. During periods of declining interest rates, the daily yield on shares of a Fund computed as described above may tend to be higher than a like computation made by a fund with identical investments utilizing a method of valuation based upon market prices and estimates of market prices for all of its portfolio instruments. Thus, if the use of amortized cost by a Fund resulted in a lower aggregate portfolio value on a particular day, a prospective investor in the Fund would be able to obtain a somewhat higher yield than would result from investment in a fund utilizing solely market values, and existing investors in the Fund would receive less investment income. The converse would apply in a period of rising interest rates.

The valuation of the Funds’ portfolio instruments based upon their amortized cost and the concomitant maintenance of each Fund’s per share net asset value of $1.00 is permitted in accordance with Rule 2a-7, under which each Fund must adhere to certain conditions, including the conditions described above under “Investment Restrictions – Additional Restrictions.” It is the normal practice of the Funds to hold portfolio securities to maturity and realize par unless such sale or other disposition is mandated by redemption requirements or other extraordinary circumstances. The Board must establish procedures designed to stabilize, to the extent reasonably possible, each Fund’s price per share as computed for the purpose of sales and redemptions at a single value. It is the intention of each Fund to maintain a per share net asset value of $1.00. Such procedures will include review of each Fund’s portfolio holdings at such intervals as the Board may deem appropriate, to determine whether the Fund’s net asset value calculated by using available market quotations deviates from $1.00 per share and, if so, whether such deviation may result in material dilution or is otherwise unfair to existing shareholders. In the event the Board determines that a deviation which may have such a result exists, they will take such corrective action as they regard as necessary and appropriate.

Taxes

Each Fund intends to qualify and to elect to be treated each year as a regulated investment company under Subchapter M of the Internal Revenue Code (the “Code”). If so qualified, each Fund will not be liable for federal income taxes to the extent it distributes its taxable income to its shareholders.

Each Fund expects to distribute net realized capital gains (if any) once each year, although it may distribute them more frequently if it is necessary in order to maintain a Fund’s net asset value at $1.00 per share. Distributions of net investment income and net short-term capital gains are taxable to investors as ordinary income.

The IRS has issued final regulations that permit a simplified method of accounting for gains and losses realized upon the disposition of shares of a regulated investment company that is a money market fund, including as a result of the imposition of a liquidity fee. Very generally, rather than realizing gain or loss upon each redemption of a share, a shareholder of a money market fund using such method of accounting will recognize gain or loss with respect to such a Fund’s shares for a given computation period (the shareholder’s taxable year or shorter period selected by the shareholder) equal to the value of all the Fund shares held by the shareholder on the last day of the computation period, less the value of all Fund shares held by the shareholder on the last day of the preceding computation period, less the shareholder’s net investment in the Fund (generally, purchases minus redemptions) made during the computation period.

Under the Code, each Fund is required to withhold a percentage of reportable payments (including dividends, capital gain distributions, if any, and redemptions) paid to certain shareholders who have not certified that (i) the social security number or taxpayer identification number supplied by them is correct and (ii) they are not subject to backup withholding because of previous under reporting to the IRS. These backup withholding requirements generally do not apply to shareholders that are corporations or governmental units or certain tax-exempt organizations.

Shareholders of a Fund are urged to consult their own tax advisors regarding their investment in the Fund.

Special Considerations for Retail Tax Free Obligations Fund

Under the Code, interest on indebtedness incurred by shareholders to purchase or carry shares of an investment company paying exempt-interest dividends, such as Retail Tax Free Obligations Fund, will not be deductible for federal income tax purposes. Indebtedness may be allocated to shares of Retail Tax Free Obligations Fund even though not directly traceable to the purchase of such shares. Federal tax law also restricts the deductibility of other expenses allocable to shares of Retail Tax Free Obligations Fund.

For shareholders who are or may become recipients of Social Security benefits, exempt-interest dividends are includable in computing “modified adjusted gross income” for purposes of determining the amount of Social Security benefits, if any, that is required to be included in gross income. The maximum amount of Social Security benefits includable in gross income is 85%.

The Code imposes requirements on certain tax-exempt bonds which, if not satisfied, could result in loss of tax-exemption for interest on such bonds, even retroactively to the date of issuance of the bonds. Proposals may be introduced before Congress in the future, the purpose of which will be to further restrict or eliminate the federal income tax exemption for certain tax-exempt securities. Retail Tax Free Obligations Fund cannot predict what additional legislation may be enacted that may affect shareholders. The Fund will avoid investment in such tax-exempt securities which, in the opinion of the Advisor, pose a material risk of the loss of tax exemption. Further, if such tax-exempt security in the Fund’s portfolio loses its exempt status, the Fund will make every effort to dispose of such investment on terms that are not detrimental to the Fund.

Additional Information about Purchasing and Redeeming Shares

Under certain circumstances, if no activity occurs in an account within a time period specified by state law, your shares in the funds may be transferred to that state.

Additional Charges

Investment professionals or financial institutions may charge their customers a processing or service fee in connection with the purchase or redemption of Fund shares. The amount and applicability of such a fee is determined and disclosed to its customers by each individual investment professional or financial institution. Processing or service fees typically are fixed, nominal dollar amounts and are in addition to the sales and other charges described in the Prospectuses and this SAI. Your investment professional or financial institution will provide you with specific information about any processing or service fee you will be charged.

Receipt of Orders by Financial Intermediaries

The Funds have authorized one or more Intermediaries to receive purchase and redemption orders on the Funds’ behalf. Intermediaries are authorized to designate other intermediaries to receive purchase and redemption orders on the Funds’ behalf. A Fund will be deemed to have received a purchase or redemption order when an authorized Intermediary or, if applicable, an Intermediary’s authorized designee, receives the order.

Redeeming Shares by Telephone

A shareholder may redeem shares of a Fund, if he or she elects the privilege on the initial shareholder application, by calling his or her financial institution to request the redemption. Pursuant to instructions received from the financial institution, redemptions will be made by check, by wire transfer or, if available, by ACH transaction.

Shareholders who did not purchase their shares through a financial institution may redeem Fund shares by telephoning 800 677-3863. At the shareholder’s request, redemption proceeds will be paid by check and mailed to the shareholder’s address of record, or ACH (if available) or wire transferred to the shareholder’s account at a domestic commercial bank that is a member of the Federal Reserve System, normally within one business day, but in no event longer than seven days after the request. ACH and wire instructions must be previously established in the account or provided in writing. The minimum amount for a wire transfer is $1,000. If at any time a Fund determines it necessary to terminate or modify this method of redemption, shareholders will be promptly notified.

In the event of drastic economic or market changes, a shareholder may experience difficulty in redeeming shares by telephone. If this should occur, another method of redemption should be considered. Neither the Administrator nor any Fund will be responsible for any loss, liability, cost or expense for acting upon wire transfer instructions or telephone instructions that they reasonably believe to be genuine. The Administrator and the Funds will each employ reasonable procedures to confirm that instructions communicated are genuine. These procedures may include recording of telephone conversations. To ensure authenticity of redemption or exchange instructions received by telephone, the Administrator examines each shareholder request by verifying the account number and/or tax identification number at the time such request is made. The Administrator subsequently sends confirmation of both exchange sales and exchange purchases to the shareholder for verification. If reasonable procedures are not employed, the Administrator and the Funds may be liable for any losses due to unauthorized or fraudulent telephone transactions.

Redeeming Shares by Mail

Shareholders may redeem Fund shares by sending a written request to their investment professional, their financial institution, or the Funds. The written request should include the shareholder’s name, the Fund name, the account number, and the share or dollar amount requested to be redeemed, and should be signed exactly as the shares are registered. Shareholders should call the Funds, shareholder servicing agent or financial institution for assistance in redeeming by mail. A check for redemption proceeds normally is mailed within one business day, but in no event more than seven business days, after receipt of a proper written redemption request.

Shareholders requesting a redemption of $50,000 or more, a redemption of any amount to be sent to an address other than that on record with the Funds, or a redemption payable other than to the shareholder of record, must have signatures on written redemption requests guaranteed by:

●

a trust company or commercial bank, the deposits of which are insured by the Deposit Insurance Fund, which is administered by the FDIC;

●

a member firm of the New York, NYSE MKT, Boston, Midwest, or Pacific Stock Exchanges or the Financial Industry Regulatory Authority;

●

a savings bank or savings and loan association the deposits of which are insured by the Deposit Insurance Fund, which is administered by the FDIC; or

●

any other “eligible guarantor institution,” as defined in the Securities Exchange Act of 1934.

The Funds do not accept signatures guaranteed by a notary public.

The Funds and the Transfer Agent have adopted standards for accepting signature guarantees from the above institutions. The Funds may elect in the future to limit eligible signature guarantees to institutions that are members of a signature guarantee program. The Funds and the Transfer Agent reserve the right to amend these standards at any time without notice.

Redeeming Shares by Checking Account – Class A Shares Only

At the shareholder’s request, the Transfer Agent will establish a checking account for redeeming Fund shares for the Funds. With a Fund checking account, shares may be redeemed simply by writing a check for $100 or more, unless your investment professional or financial institution requires a higher minimum. The redemption will be made at the net asset value next calculated after the Transfer Agent receives the request for payment on the check. A check may not be written to close an account. Checks should never be sent to the Transfer Agent to redeem shares. Copies of canceled checks are available upon request. A fee is charged for this service. For further information, contact the Funds.

Redemption before Purchase Instruments Clear

When shares are purchased by check or with funds transferred through the Automated Clearing House, the proceeds of redemption of those shares are not available until the Transfer Agent is reasonably certain that the purchase payment has cleared, which could take up to 15 calendar days from the purchase date.

Exchanging Shares among Fund Families

The Funds are offered as money market exchange vehicles for certain other mutual fund families that have entered into agreements with the Funds’ distributor or transfer agent. If you are using one of the Funds as such an exchange vehicle, you may exchange your shares only for shares of the funds in that other mutual fund family; you may not exchange your shares for shares of another Fund. You may be assessed certain transactional or service fees by your original mutual fund family in connection with any such exchange. In addition, you may be subject to the CDSC schedules, if any, of such fund family.

Research Requests

The Funds reserve the right, upon notice, to charge you a fee to cover the costs of special requests for information that require extensive research or employee resources. Such requests could include a request for historical account transcripts or the retrieval of a significant number of documents.

Financial Statements

The financial statements of FAF included in its Annual Report to shareholders for the fiscal period ended August 31, 2019, are incorporated herein by reference.

Proxy Voting - Fund

First American Funds

Effective Date: 1/3/2020

Regulatory Highlights

Registered investment management companies are required to provide disclosure about how they vote proxies relating to portfolio securities they hold and to disclose the policies and procedures that they use to determine how to vote proxies relating to portfolio securities. They are also required to file with the SEC and to make available to shareholders the specific proxy votes that they cast in shareholder meetings of issuers of portfolio securities.

An investment adviser voting proxies on behalf of a fund must do so in a manner consistent with the best interests of the fund and its shareholders.

Regulatory Requirements

Company Act: Rule 30b1-4 and Release Nos. 33-8188, 34-47304, IC-25922: Disclosure of Proxy Voting Policies and Proxy Voting Records by Registered Management Investment Companies

Entities Affected

First American Funds

Policy Specific Terms (Refer to glossary for standard terms used)

Institutional Advisory Clients

All clients other than the Money Market Funds whose portfolios are managed by USBAM pursuant to an investment management agreement.

Policy Objective Statements

The objective of this policy is to ensure that proxies voted on behalf of the Funds were voted in a manner consistent with the best interests of the Funds and their shareholders.

As an affiliate of U.S. Bancorp, a large multi-service financial institution, USBAM recognizes that there are circumstances wherein it may have a perceived or real conflict of interest in voting the proxies of issuers or proxy proponents (e.g., a special interest group) who are clients or potential clients of some part of the U.S. Bancorp enterprise. Directors and officers of such companies may have personal or familial relationships with the U.S.Bancorp enterprise and/or its employees that could give rise to potential conflicts of interest.

When a Fund proxy is received, the vote will be directed by the Chief Investment Officer.

Compliance Control Procedures

Proxy Voting

Preventative Control Procedures:

●

USBAM will vote proxies in the best interest of the Funds regardless of real or perceived conflicts of interest. To minimize this risk, the IPC will discuss conflict avoidance at least annually to ensure that appropriate parties understand the actual and perceived conflicts of interest proxy voting may face.

●

If any member of the IPC becomes aware of a material conflict for USBAM, they will bring the matter to the Chief Counsel to convene a meeting of the IPC which will determine a course of action designed to address the conflict. Such actions could include, but are not limited to:

Abstaining from voting; or

Voting in proportion to the other shareholders to the extent this can be determined.

Recusing an IPC member from all discussion or consideration of the matter, if the material conflict is due to such person’s actual or potential conflict of interest.

Detective Control Procedures:

●

Employees must notify the CCO of any direct, indirect or perceived improper influence exerted by any employee, officer or director within the U.S. Bancorp enterprise or First American Fund complex with regard to how USBAM should vote proxies.

●

The CCO, or their designee, will investigate allegations of improper influence and will report the findings to the Chief Executive Officer and the Chief Counsel.

●

To ensure USBAM has met its fiduciary duty to the Funds, the Chief Investment Officer will certify quarterly that:

There were no proxies received for the Funds during the quarter; or,

If proxies were voted, that either no material conflict(s) of interest existed in connection with a proxy voted for any security held in the Funds, or if a material conflict of interest occurred in connection with a proxy voted for a security held in the Funds, the certification will require a description of the material conflict of interest, and a statement that any advice received regarding a proxy was not unduly influenced by an individual or group that may have an economic interest in the outcome of the proxy vote; and,

If proxies were received and voted against management recommendation, then the certification will require documentation of the reasons for voting against management recommendation.

●

Compliance reviews the Quarterly Proxy Voting Certification for material conflicts and undue influence.

Corrective Control Procedures:

●

If it is determined that improper influence was attempted, appropriate action shall be taken. Such appropriate action may include disciplinary action, notification of the appropriate senior managers within the U.S. Bancorp enterprise, or notification of the appropriate regulatory authorities. In all cases, the IPC shall not consider any improper influence in determining how to vote proxies.

Proxy Voting for Funds Participating in Securities Lending

Certain Funds participate in U.S. Bank’s securities lending program. If a portfolio security is on loan as of the shareholder meeting record date, then the Funds will not have the right to vote the proxies.

Preventative Control Procedures:

●

Portfolio managers and/or credit analysts, who become aware of upcoming proxy issues relating to any securities in portfolios they manage, or issuers they follow, will consider the desirability of recalling the affected securities that are on loan or restricting lending of the affected securities prior to the record date for the matter.

Review and Reports

Detective Control Procedures:

●

The Chief Counsel will review votes cast on behalf of portfolio securities held by the Funds, report on the results of such review to the Board at each of their regularly scheduled meetings.

Disclosure to Shareholders

Preventative Control Procedures:

●

USBAM’s Legal Department will cause Form N-PX to be filed with the SEC and ensure that any other proxy voting-related filings as required by regulation or contract are timely made.

●

USBAM shall make available the proxy voting record of the Funds to shareholders upon request. Additionally, USBAM shall disclose in the Funds’ registration statement that shareholders can receive, on request, the voting records for the Funds by calling a toll free number.

●

The Funds’ proxy voting policy and procedures will also be made available to the public in the Funds’ registration statement which is available to the public on the SEC website. Additionally, shareholders can receive, on request, the proxy voting policies for the Funds by calling a toll free number.

Policy Owner

●

Compliance Manager

Responsible Parties

●

Operations

●

IPC

●

Compliance

●

Investments

●

Legal

Related Policies

●

Recordkeeping & Retention

Related Disclosures

●

Form N-PX

●

Registration Statement

Glossary of Fund Standard Terms

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

Company Act

Investment Company Act of 1940, as amended

Compliance or

Compliance Department

USBAM Compliance

Contractors

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

IPC

Investment Practices Committee

Legal or Legal Department

USBAM Legal

NAV

Net asset value

Quasar

Quasar Distributors, LLC –Principal underwriter/distributor of First American Funds

SAI

Statement of Additional Information

SEC or Commission

U.S. Securities and Exchange Commission

Securities Act

Securities Act of 1933, as amended

USBGFS

U.S. Bank Global Fund Services

FIRST AMERICAN FUNDS, INC.

PART C: OTHER INFORMATION

Item 28. Exhibits

(a)(1) Amended and Restated Articles of Incorporation, as amended through January 20, 1995 (Incorporated by reference to Exhibit (1) to Post-Effective Amendment No. 22, filed on January 22, 1996 (File Nos. 002-74747 and 811-03313)).

(a)(2) Certificate of Designation dated October 2, 1997, designating Class A, B, C and D shares for Tax Free Obligations Fund and Class A shares for Treasury Obligations Fund (Incorporated by reference to Exhibit (1)(b) to Post-Effective Amendment No. 25, filed on October 7, 1997 (File Nos. 002-74747 and 811-03313)).

(a)(3) Certificate of Designation dated March 2, 1998, designating Class A or Retail shares for Government Obligations Fund (Incorporated by reference to Exhibit (1)(b) to Post-Effective Amendment No. 28, filed on March 3, 1998 (File Nos. 002-74747 and 811-03313)).

(a)(4) Certificate of Designation dated June 1, 2001, designating Class A, Y and S shares of Ohio Tax Free Obligations Fund; Class I and S shares of Prime Obligations Fund; Class S shares of Government Obligations Fund; Class S shares of Treasury Obligations Fund; and Class S shares of Tax Free Obligations Fund (Incorporated by reference to Exhibit (a)(2) to Post-Effective Amendment No. 36, filed on June 27, 2001 (File Nos. 002-74747, 811-03313)).

(a)(5) Articles of Amendment to Articles of Incorporation dated November 26, 2001 (Incorporated by reference to Exhibit (a)(3) to Post-Effective Amendment No. 40, filed on November 30, 2001 (File Nos. 002-74747, 811-03313)).

(a)(6) Certificate of Designation dated June 5, 2003, designating Class Z shares of Prime Obligations Fund (Incorporated by reference to Exhibit (a)(4) to Post-Effective Amendment No. 44, filed on June 6, 2003 (File Nos. 002-74747, 811-03313)).

(a)(7) Certificate of Designation dated December 2003, designating Class Z shares of Government Obligations Fund, Tax Free Obligations Fund, and Treasury Obligations Fund (Incorporated by reference to Exhibit (a)(5) to Post-Effective Amendment No. 47, filed on December 1, 2003 (File Nos. 002-74747, 811-03313)).

(a)(8) Certificate of Designation dated September 20, 2004, designating Class A, D, Y and Z shares of U.S. Treasury Money Market Fund (Incorporated by reference to Exhibit (a)(6) to Post-Effective Amendment No. 50, filed on October 15, 2004 (File Nos. 002-74747, 811-03313)).

(a)(9) Certificate of Designation dated May 5, 2005, designating Reserve shares of Treasury Obligations Fund (Incorporated by reference to Exhibit (1)(i) to the initial registration statement on Form N-14, filed on May 20, 2005 (File Nos. 333-125098, 811-03313)).

(a)(10) Articles of Amendment to Articles of Incorporation dated August 30, 2005 (Incorporated by reference to Exhibit (a)(10) to Post-Effective Amendment No. 55, filed on October 28, 2005 (File Nos. 002-74747, 811-03313)).

(a)(11) Certificate of Designation filed February 23, 2006, designating Institutional Investor shares of Prime Obligations Fund, Government Obligations Fund, Treasury Obligations Fund, Tax Free Obligations Fund, and U.S. Treasury Money Market Fund (Incorporated by reference to Exhibit (a)(11) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).

(a)(12) Articles of Correction to Certificate of Designation filed February 23, 2006 (Incorporated by reference to Exhibit (a)(12) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).

(a)(13) Certificate of Designation dated February 5, 2016 designating Class X shares of Government Obligations Fund, Prime Obligations Fund and Treasury Obligations Fund, filed on February 5, 2016 (Incorporated by reference to Exhibit (a)(13) to Post-Effective Amendment No. 75, filed on February 5, 2016 (File Nos. 002-74747, 811-03313)).

(a)(14) Certificate of Designation dated July 15, 2016 designating Class A, T, V, X, Y and Z shares of Retail Prime Obligations Fund, filed on July 18, 2016 (Incorporated by reference to Exhibit (a)(14) to Post-Effective Amendment No. 84, filed on July 18, 2016 (File Nos. 002-74747, 811-03313)).

(a)(15) Certificate of Designation dated October 11, 2016 renaming certain series and classes, filed on October 12, 2016 (Incorporated by reference to Exhibit (a)(15) to Post-Effective Amendment No. 90, filed on October 14, 2016 (File Nos. 002-74747, 811-03313)).

(a)(16) Certificate of Designation dated September 28, 2017 designating Class P shares of Government Obligations Fund and Treasury Obligations Fund, filed on September 28, 2017 (Incorporated by reference to Exhibit (a)(16) to Post-Effective Amendment No. 92, filed on October 13, 2017 (File Nos. 002-74747, 811-03313)).

(a)(17) Certificate of Designation dated December 6, 2017 designating Class U shares of Government Obligations Fund, filed on December 6, 2017 (Incorporated by reference to Exhibit (a)(17) to Post-Effective Amendment No. 97, filed on December 21, 2017 (File Nos. 002-74747, 811-03313)).

(a)(18) Certificate of Designation dated July 16, 2020 designating Class T shares of Government Obligations Fund, Retail Tax Free Obligations Fund, Treasury Obligations Fund and U.S. Treasury Obligations Fund, filed on July 20, 2020.*

(b) Bylaws, as amended June 16, 2020.*

(d)(1) Investment Advisory Agreement, dated January 20, 1995, between the Registrant and First Bank National Association (Incorporated by reference to Exhibit (5) to Post-Effective Amendment No. 22, filed on January 22, 1996 (File Nos. 002-74747, 811-03313)).

(d)(2) Assignment and Assumption Agreement, dated May 2, 2001, relating to assignment of Investment Advisory Agreement to U.S. Bancorp Piper Jaffray Asset Management, Inc. (Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 51, filed on November 30, 2004 (File Nos. 002-74747, 811-03313)).

(d)(3) Amendment to Exhibit A to Investment Advisory Agreement effective October 25, 2004 (series and fees) (Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment No. 50, filed on October 15, 2004 (File Nos. 002-74747, 811-03313)).

(d)(4) Amendment to Investment Advisory Agreement dated as of June 21, 2005, permitting First American Funds, Inc. to purchase securities from Piper Jaffray & Co. (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 54, filed on August 16, 2005 (File Nos. 002-74747, 811-03313)).

(d)(5) Amendment to Exhibit A to Investment Advisory Agreement effective June 30, 2015 (Incorporated by reference to Exhibit (d)(5) to Post-Effective Amendment No. 76, filed on February 19, 2016 (File Nos. 002-74747, 811-03313)).

(d)(6) Expense Limitation Agreement effective October 30, 2019, between the Registrant and U.S. Bancorp Asset Management, Inc (Incorporated by reference to Exhibit (d)(6) to Post-Effective Amendment No. 102, filed on October 30, 2019 (File Nos. 002-74747, 811-03313)).

(d)(7) Expense Limitation Agreement effective July 14, 2020, between the Registrant and U.S. Bancorp Asset Management, Inc.*

(e)(1) Distribution Agreement dated October 30, 2018, between Registrant, Quasar Distributors, LLC and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (e)(1) to Post-Effective Amendment No. 100, filed on October 31, 2018 (File Nos. 002-74747, 811-03313)).

(e)(2) Amendment to Distribution Agreement dated March 31, 2020 between Registrant, Quasar Distributors, LLC and U.S. Bancorp Asset Management, Inc.*

(e)(3) Form of Dealer Agreement (Incorporated by reference to Exhibit (e)(2) to Post-Effective Amendment No. 98, filed on February 26, 2018 (File Nos. 002-74747, 811-03313)).

(f) Not applicable.

(g)(1) Custody Agreement dated July 1, 2006, between Registrant and U.S. Bank National Association (Incorporated by reference to Exhibit (g) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).

(g)(2) Amendment to Custody Agreement dated July 1, 2007 (Incorporated by reference to Exhibit (g)(2) to Post-Effective Amendment No. 59, filed on October 31, 2007 (File Nos. 002-74747, 811-03313)).

(g)(3) Amendment to Custody Agreement dated February 19, 2009 (Incorporated by reference to Exhibit (g)(3) to Post-Effective Amendment No. 62, filed on October 30, 2009 (File Nos. 002-74747, 811-03313)).

(g)(4) Amendment to Custody Agreement dated June 9, 2016 (Incorporated by reference to Exhibit (g)(4) to Post-Effective Amendment No. 81, filed on June 10, 2016 (File Nos. 002-74747, 811-03313)).

(g)(5) Amendment to Custody Agreement dated July 1, 2019 (Incorporated by reference to Exhibit (g)(5) to Post-Effective Amendment No. 102, filed on October 30, 2019 (File Nos. 002-74747, 811-03313)).

(h)(1) Administration Agreement dated as of July 1, 2006, by and between Registrant and U.S. Bancorp Asset Management, Inc. (formerly known as FAF Advisors, Inc.) (Incorporated by reference to Exhibit (h)(1) to Post-Effective Amendment No. 58, filed on October 31, 2006 (File Nos. 002-74747, 811-03313)).

(h)(2) Amended Schedule A to Administration Agreement, dated July 1, 2011, between Registrant and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 65, filed on October 28, 2011 (File Nos. 002-74747, 811-03313)).

(h)(3) Sub-Administration Agreement effective as of July 1, 2005, by and between U.S. Bancorp Asset Management Inc. and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit (h)(2) to Post-Effective Amendment No. 54, filed on August 16, 2005 (File Nos. 002-74747, 811-03313)).

(h)(4) Amendment to Sub-Administration Agreement effective as of January 1, 2017 by and between U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC (Incorporated by reference to Exhibit (h)(4) to Post-Effective Amendment No. 92, filed on October 13, 2017 (File Nos. 002-74747, 811-03313)).

(h)(5) Amendment to Sub-Administration Agreement effective as of August 15, 2018 by and between U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit (h)(5) to Post-Effective Amendment No. 100, filed on October 31, 2018 (File Nos. 002-74747, 811-03313)).

(h)(6) Third Amendment to Sub-Administration Agreement effective as of October 30, 2018 by and between U.S. Bancorp Asset Management, Inc. and U.S. Bancorp Fund Services, LLC. (Incorporated by reference to Exhibit (h)(6) to Post-Effective Amendment No. 100, filed on October 31, 2018 (File Nos. 002-74747, 811-03313)).

(h)(7) Amended and Restated Transfer Agent and Shareholder Servicing Agreement dated as of June 30, 2016, by and among Registrant, U.S. Bancorp Fund Services, LLC, and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (h)(4) to Post-Effective Amendment No. 84, filed on July 18, 2016 (File Nos. 002-74747, 811-03313)).

(h)(8) Amendment to Transfer Agent and Shareholder Servicing Agreement dated as of September 18, 2018, by and among Registrant, U.S. Bancorp Fund Services, LLC, and U.S. Bancorp Asset Management, Inc. (Incorporated by reference to Exhibit (h)(8) to Post-Effective Amendment No. 100, filed on October 31, 2018 (File Nos. 002-74747, 811-03313)).

(h)(9) Amended Shareholder Service Plan and Agreement effective July 1, 2005, as further amended effective February 22, 2006 and June 13, 2017 between Registrant and U.S. Bancorp Asset Management, Inc. for Class A, Class D, Class G, Class T, Class V and Class Y shares (Incorporated by reference to Exhibit (h)(6) to Post-Effective Amendment No. 92, filed on October 13, 2017 (File Nos. 002-74747, 811-03313)).

(i) Opinion and Consent of Dorsey & Whitney LLP.

(j) Consent of Ernst & Young LLP.

(k) Not applicable.

(l) Not applicable.

(m)(1) Amended and Restated Distribution and Service Plan effective October 26, 2018, for Class A and Class D shares. (Incorporated by reference to Exhibit (m)(1) to Post-Effective Amendment No. 100, filed on October 31, 2018 (File Nos. 002-74747, 811-03313)).

(m)(2) Form of Rule 12b-1 Fee Agreement (Incorporated by reference to Exhibit (m)(2) to Post-Effective Amendment No. 67, filed on October 30, 2012 (File Nos. 002-74747, 811-03313)).

(n) Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, effective December 5, 2017 (Incorporated by reference to Exhibit (n) to Post-Effective Amendment No. 97, filed on December 21, 2017 (File Nos. 002-74747, 811-03313)).

(o) Reserved.

(p)(1) First American Funds Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940 and Section 406 of the Sarbanes-Oxley Act.*

(p)(2) U.S. Bancorp Asset Management, Inc. Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940.*

(p)(3) Quasar Distributors, LLC Code of Ethics adopted under Rule 17j-1 of the Investment Company Act of 1940.

(q) Power of Attorney dated September 18, 2019 (Incorporated by reference to Exhibit (q) to Post-Effective Amendment No. 102, filed on October 30, 2019 (File Nos. 002-74747, 811-03313)).

* Filed herewith.

Item 29. Persons Controlled by or Under Common Control with the Fund

Not applicable.

Item 30. Indemnification

The Registrant's Articles of Incorporation and Bylaws provide that the Registrant shall indemnify such persons for such expenses and liabilities, in such manner, under such circumstances, and to the full extent as permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended; provided, however, that no such indemnification may be made if it would be in violation of Section 17(h) of the Investment Company Act of 1940, as now enacted or hereafter amended, and any rules, regulations, or releases promulgated thereunder. Section 302A.521 of the Minnesota Statutes, as now enacted, provides that a corporation shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person against judgments, penalties, fines, settlements and reasonable expenses, including attorneys' fees and disbursements, incurred by the person in connection with the proceeding if, with respect to the acts or omissions of the person complained of in the proceeding, the person has not been indemnified by another organization for the same judgments, penalties, fines, settlements, and reasonable expenses incurred by the person in connection with the proceeding with respect to the same acts or omissions; acted in good faith, received no improper personal benefit, and the Minnesota Statutes dealing with directors' conflicts of interest, if applicable, have been satisfied; in the case of a criminal proceeding, had no reasonable cause to believe that the conduct was unlawful; and reasonably believed that the conduct was in the best interests of the corporation or, in certain circumstances, reasonably believed that the conduct was not opposed to the best interests of the corporation. The Registrant undertakes that no indemnification or advance will be made unless it is consistent with Sections 17(h) or 17(i) of the Investment Company Act of 1940, as now enacted or hereafter amended, and Securities and Exchange Commission rules, regulations, and releases (including, without limitation, Investment Company Act of 1940 Release No. 11330, September 2, 1980). Insofar as the indemnification for liability arising under the Securities Act of 1933, as amended, may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

Item 31. Business and Other Connections of the Investment Adviser

Information on the business of the Registrant's investment adviser, U.S. Bancorp Asset Management, Inc. (the "Manager"), is described in the section of each series' Statement of Additional Information, filed as part of this Registration Statement, entitled "Investment Advisory and Other Services." The directors and officers of the Manager are listed below, together with their principal occupation or other positions of a substantial nature during the past two fiscal years.

Name and Address	Principal Occupation(s) During the Past Two Years
Eric J. Thole U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Chief Executive Officer and President, U.S. Bancorp Asset Management, Inc.; Director, U.S. Bancorp Asset Management, Inc.; President, FAF

James D. Palmer U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Chief Investment Officer, U.S. Bancorp Asset Management, Inc.; Director, U.S. Bancorp Asset Management, Inc.; Vice President, FAF

Richard J. Ertel U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Director, Chief Counsel and Secretary, U.S. Bancorp Asset Management, Inc.; Secretary, FAF

Jill M. Stevenson U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Head of Operations and Mutual Funds Treasurer, U.S. Bancorp Asset Management, Inc.; Treasurer, FAF

Kenneth L. Delecki U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Head of Securities Lending, U.S. Bancorp Asset Management, Inc.

Scott F. Cloutier U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Senior Corporate Counsel, U.S. Bancorp Asset Management, Inc.; Assistant Secretary, FAF

Ruth M. Mayr U.S. Bancorp Asset Management, Inc. 800 Nicollet Mall Minneapolis, MN 55402	Chief Compliance Officer, U.S. Bancorp Asset Management, Inc.; Chief Compliance Officer, FAF

Brett E. Scribner U.S. Bank National Association 800 Nicollet Mall Minneapolis, MN 55402	Senior Vice President, U.S. Bancorp Asset Management, Inc.; Corporate Tax Director, U.S. Bank National Association

Item 32. Principal Underwriters

Registrant's distributor, Quasar Distributors, LLC (the "Distributor") acts as principal underwriter and distributor for the following investment companies:

1919 Funds	Evercore Equity Fund	Otter Creek Funds
Abbey Capital Futures Strategy Fund	First American Funds, Inc.	Palm Valley Funds
AC One China Fund	First State Investments Funds	Permanent Portfolio Funds
Acquirers Funds	Fort Pitt Capital Group, Inc.	Pemberwick Funds
Advantus Mutual Funds	Fulcrum Funds	Perritt Funds, Inc.
Advisors Asset Management Funds	Fund X Funds	PIA Funds
Aegis Funds	Glenmede Fund, Inc.	Poplar Forest Funds
Akre Funds	Glenmede Portfolios	Port Street Funds
Allied Asset Advisors Funds	GoodHaven Funds	Premise Capital ETFs
Alpha Architect Funds	Great Lakes Funds	Principal Street High Income
AlphaClone ETF Fund	Greenspring Fund	Mutual Fund
AlphaMark ETFs	Harding Loevner Funds	ProcureAM ETFs
Altair Funds	Heitman Funds	Prospector Funds
American Trust	Hennessy Funds Trust	Provident Mutual Funds, Inc.
Angel Oak Funds	Hodges Mutual Funds	Pzena Funds
Aptus ETF	Hood River Funds	Rareview Funds
Argent Capital Funds	Horizon Investment Funds	RBC Funds Trust
Barrett Growth Fund	Hotchkis & Wiley Funds	Reinhart Funds
Barrett Opportunity Fund	Hoya ETFs	Rockefeller Funds
Becker Value Equity Fund	Huber Funds	Scharf Funds
Beyond Advisors ETF	IM Global Partner Funds	Schneider Funds
BMT Investment Funds	Infinity Q Funds	Securian AM Funds
Bogle Investment Management	Intrepid Capital Management	Semper Funds
Boston Common Funds	Jackson Square Partners	Shenkman Funds
Boston Partners Fund	Jacob Funds, Inc.	Snow Capital Family of Funds
Bramshill Funds	Jensen Funds	Soundwatch Fund
Bridges Investment Fund, Inc.	Kirr Marbach Partners Funds, Inc	Spyglass Funds
Bright Rock Funds	Lawson Kroeker Funds	Summit Global Funds
Brookfield Investment Funds	LHA Funds	Thomas White Funds
Buffalo Funds	LKCM Funds	Thompson IM Funds, Inc.
Campbell Funds	LoCorr Investment Trust	Tiedemann Funds
CAN SLIM Select Growth Fund	Logan Capital Funds	TigerShares Trust
Capital Advisors Funds	Loncar ETFs	TorrayResolute Funds
CBOE Vest Financial ETFs	MainGate MLP Funds	Tortoise Funds
Change Finance, Inc.	Magnetar Funds	Trillium Funds
Chase Funds	Marketfield Fund	TrimTabs ETF
ClearShares ETF	Marmont Funds	Tygh Capital Management
Coho Partners	Matrix Asset Advisors, Inc.	US Global ETFs
Coldstream Funds	Matson Money Funds	USCA Shield Fund
Congress Funds	Monetta Trust	USQ Funds
Convergence Funds	Motley Fool	Validea Funds
Cove Street Capital Funds	Muhlenkamp Fund	Vert Global REITs
CrossingBridge Funds	Muzinich Funds	Villere & Co.
Cushing Mutual Funds	Nationwide Funds	Wahed ETF
Davidson Funds	NETLease Corporate Real Estate ETF	Volshares Large Cap ETF
Dearborn Funds	Nicholas Funds	Wasmer Schroeder Funds
Distilliate Capital ETF	Nuance Funds	Weiss Multi-Strategy Funds
DoubleLine Funds	Oakhurst Funds	Wisconsin Capital Funds, Inc.
Edgar Lomax Value Fund	Orinda Funds	YCG Funds
Equable Funds	O’Shaughnessy Funds	Zevenbergen Capital Investment
Equbot ETF	Osterweis Funds	Funds

The officers of Quasar Distributors, LLC and their positions or offices with the Registrant are identified in the following table. Unless otherwise noted, the business address for each officer is Quasar Distributors, LLC, 111 E. Kilbourn Ave., Suite 2200, Milwaukee, WI 53202.

Name	Position and Offices with Underwriter	Position and Offices with Registrant
Richard J. Berthy Three Canal Plaza, Suite 100 Portland, ME 04101	President, Treasurer and Manager	None
Teresa M.K. Cowan	Vice President	None
Mark A. Fairbanks Three Canal Plaza, Suite 100 Portland, ME 04101	Vice President	None
Jennifer K. Divalerio 899 Cassatt Road 400 Berwyn Park, Suite 110 Berwyn, PA 19312	Vice President	None
Jennifer E. Hoopes Three Canal Plaza, Suite 100 Portland, ME 04101	Secretary	None
Susan L. LaFond	Chief Compliance Officer-Distribution Services	None
Jennifer Brunner	Chief Compliance Officer-Dealer Clearing Services	None

Item 33. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained by U.S. Bancorp Asset Management, Inc., 800 Nicollet Mall, Minneapolis, Minnesota, 55402, and U.S. Bancorp Fund Services, LLC, 615 E. Michigan Street, Milwaukee, Wisconsin 53202.

Item 34. Management Services

Not applicable.

Item 35. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement Nos. 002-74747 and 811-03313 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on the 20th day of July, 2020.

	FIRST AMERICAN FUNDS, INC.

	By:	/s/ Eric J. Thole
		Eric J. Thole, President

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on July 20, 2020.

SIGNATURE	TITLE
/s/ Eric J. Thole	President
Eric J. Thole	President

/s/ Jill M. Stevenson	Treasurer (principal financial/accounting officer)
Jill M. Stevenson	Treasurer (principal financial/accounting officer)

*	Director
David K. Baumgardner	Director

*	Chair
Mark E. Gaumond	Chair

*	Director
Roger A. Gibson	Director

*	Director
Jennifer J. McPeek	Director

*	Director
C. David Myers	Director

*	Director
P. Kelly Tompkins	Director
* Richard J. Ertel, by signing his name hereto, does hereby sign this document on behalf of each of the above-named Directors of First American Funds, Inc. pursuant to the powers of attorney duly executed by such persons.
By: /s/ Richard J. Ertel	Attorney-in-Fact
Richard J. Ertel	Attorney-in-Fact

Index to Exhibits

Exhibit Number		Name of Exhibit
(a)(18)		Certificate of Designation
(b)		Amended Bylaws
(d)(7)		Expense Limitation Agreement
(e)(2)		Distribution Agreement Amendment
(p)(1)		Funds Code of Ethics
(p)(2)		Adviser Code of Ethics

Exhibit (a)(18)

FIRST AMERICAN FUNDS, INC.

CERTIFICATE OF DESIGNATION OF
SERIES C, CLASS SEVEN COMMON SHARES
SERIES D, CLASS NINE COMMON SHARE
SERIES F, CLASS EIGHT COMMON SHARES AND
SERIES I, CLASS SIX COMMON SHARES
PURSUANT TO MINNESOTA STATUTES,
SECTION 302A.401, SUBD.3

The undersigned, being the duly elected Secretary of First American Funds, Inc., a Minnesota corporation (“FAF”), hereby certifies that the following is a true, complete and correct copy of resolutions duly adopted by a majority of the directors of the Board of Directors of the FAF on June 16, 2020:

Approval of Class T Shares of Government Obligations Fund, Retail Tax Free Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund

WHEREAS, management of FAF has recommended the creation of Class T Shares of each of Government Obligations Fund, Retail Tax Free Obligations Fund, Treasury Obligations Fund, and U.S. Treasury Money Market Fund (each a “Fund” and, collectively, the “Funds”); and

WHEREAS, the Board of Directors desires to take the actions necessary in order to establish such Class T Shares of each such Fund.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority contained in Article 5 of the Articles of Incorporation of FAF, 20,000,000,000 of the authorized, unissued and undesignated shares of Series C Common Shares of FAF be, and hereby are, designated as Series C, Class Seven Common Shares, to be known as Government Obligations Fund, Class T Shares; 20,000,000,000 of the authorized, unissued and undesignated shares of Series F Common Shares of FAF be, and hereby are, designated as Series F, Class Eight Common Shares, to be known as Retail Tax Free Obligations Fund, Class T Shares; 20,000,000,000 of the authorized, unissued and undesignated shares of Series D Common Shares of FAF be, and hereby are, designated as Series D, Class Nine Common Shares, to be known as Treasury Obligations Fund, Class T Shares; and 20,000,000,000 of the authorized, unissued and undesignated shares of Series I Common Shares of FAF be, and hereby are, designated as Series I, Class Six Common Shares, to be known as U.S. Treasury Money Market Fund, Class T Shares.

RESOLVED, FURTHER, that each share of each such class shall have all the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption that are set forth in FAF’s Articles of Incorporation with respect to its shares of capital stock.

RESOLVED, FURTHER, that the officers of FAF be, and the same hereby are, authorized and directed to file a Certificate of Designation with the Secretary of State of the State of Minnesota for the creation of each new class of Common Shares of FAF as set forth above, consistent with the provisions set forth above, which Certificate of Designation shall be deemed approved and adopted by the Board of Directors as if set forth herein.

RESOLVED, FURTHER, that FAF’s Bylaws be amended to reflect the addition of each such class of each Fund.

RESOLVED, FURTHER, that the FAF Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3, effective December 5, 2017, (“the Plan”) be, and the same hereby is, amended to add Class T Shares of each such Fund to the list of Funds and classes which are subject to such Plan.

RESOLVED, FURTHER, that the officers of FAF be, and the same hereby are, authorized and directed, in the name and on behalf of FAF, to execute and file with the Securities and Exchange Commission an amendment to FAF’s Registration Statement on Form N-1A, and any necessary or appropriate amendments thereto, for the registration of the new class of shares of each Fund designated above; and all actions heretofore taken by such officers with respect to such amendments are hereby ratified.

RESOLVED, FURTHER, that the officers of FAF be, and the same hereby are, authorized and directed, in the name and on behalf of FAF, to execute and file with the state securities commissions of the various states such registrations and qualifications as they deem to be necessary or appropriate in order to provide for the registration, qualification or exemption of such new class of shares under the respective states’ securities and “Blue Sky” laws.

RESOLVED, FURTHER, that each Fund be, and it hereby is, authorized to issue the Class T Shares designated above in the manner and on the terms and conditions set forth in its prospectuses as the same may be amended or supplemented from time to time; and upon payment therefor in accordance with such prospectuses, such shares shall be duly issued and outstanding, fully paid and nonassessable.

RESOLVED, FURTHER, that the officers of FAF be, and the same hereby are, authorized and directed to take such further actions, to make such further filings, and to execute and deliver such further certificates and other instruments, as they deem upon the advice of counsel to be necessary or appropriate in order to carry out the foregoing resolutions and all actions heretofore taken by such officers with respect to the foregoing resolutions are hereby ratified.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Designation this 16th day of July, 2020.

__/s/ Richard J. Ertel______________

Richard J. Ertel, Secretary

Exhibit (b)

As approved at Board of Directors Meeting on December 4, 1990; Amendment to Section 1.01 approved at Board of Directors Meeting on 6/1/93; Amendments to Article IV approved at Board of Directors Meeting on 9/7/93; Amendments to Section 1.01 approved at Board of Directors Meeting on 12/7/94; Amendments to Section 1.01 approved at Board of Directors Meeting on 6/4/97; Amendment to Section 1.01 approved at Board of Directors Meeting on 2/23/98; Amendment to Section 1.01 approved at Board of Directors Meeting on 12/9/98; Amendment to Section 3.13 approved at Board of Directors Meeting on 2/23/99; Amendment to Section 2.06 approved at Board of Directors Meeting on 12/8/99; Amendment to Section 1.01 approved at Board of Directors Meeting on 6/1/01; Amendment to Section 1.01 approved at Board of Directors Meeting on 6/4/03; Amendment to Section 1.01 approved at Board of Directors Meeting on 9/4/03; Amendment to Section 1.01 approved at Board of Directors Meeting on 12/3/03; Amendment to Section 1.01 approved at Board of Directors Meeting on 9/16/04; Amendment to Section 1.01 approved at Board of Directors Meeting on 2/22/06; Amendment to Section 1.01 approved at Board of Directors Meeting on 9/19/06; Amendment to Section 1.01 approved at Board of Directors Meeting on 9/23/15; Amendment to Section 13.03 approved at Board of Directors Meeting on 12/17/15. Amendment to Section 1.01 approved by Board of Directors Written Consent on 07/15/16. Amendment to Section 1.01 approved by Board of Directors Written Consent on 10/11/16. Amendment to Section 1.01 approved at Board of Directors Meeting on 9/19/17; Amendment to Section 1.01 approved at Board of Directors Meeting on 12/5/17; Amendment to Section 3.10 approved at Board of Directors Meeting on 5/11/20; Amendment to Section 1.01 approved at Board of Directors Meeting on 6/16/20.

BYLAWS

FIRST AMERICAN FUNDS, INC.

ARTICLE I.

OFFICES, CORPORATE SEAL

Section 1.01. Name. The name of the corporation is “FIRST AMERICAN FUNDS, INC.” The names of the series represented by the series of shares designated in the corporation’s articles of incorporation shall be as follows:

Series B, Class One: Institutional Prime Obligations Fund, “Class Y” (formerly Prime Obligations Fund, “Class Y”)

Series B, Class Two: Institutional Prime Obligations Fund, “Class D” (formerly Prime Obligations Fund, “Class D”)

Series B, Class Three: Institutional Prime Obligations Fund, “Class X” (formerly Prime Obligations Fund, “Class X” and Prime Obligations Fund, “Piper Shares”)

Series B, Class Four: Reserved (formerly Prime Obligations Fund, “Class B”)

Series B, Class Five: Reserved (formerly Prime Obligations Fund, “Class C”)

Series B, Class Six: Institutional Prime Obligations Fund, “Class A” (formerly Prime Obligations Fund, “Class A” and Prime Obligations Fund, “Class S”)

Series B, Class Seven: Institutional Prime Obligations Fund, “Class T” (formerly Prime Obligations Fund, “Class I”)

Series B, Class Eight: Institutional Prime Obligations Fund, “Class Z” (formerly Prime Obligations Fund, “Class Z”)

Series B, Class Nine: Institutional Prime Obligations Fund, “Class V” (formerly Prime Obligations Fund, “Institutional Investor Shares”)

Series B, Class Ten: Institutional Prime Obligations Fund, “Class Q” (formerly Prime Obligations Fund, “Class Q”)

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” (formerly “Piper Shares”)

Series C, Class Four: Government Obligations Fund, “Class A” (formerly “Class S”)

Series C, Class Five: Government Obligations Fund, “Class Z”

- 1 -

Series C, Class Six: Government Obligations Fund, “Class V” (formerly “Institutional Investor Shares”)

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 C, Class Ten: Government Obligations Fund, “Class Q”

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” (formerly “Piper Shares”)

Series D, Class Four: Treasury Obligations Fund, “Class A” (formerly “Class S”)

Series D, Class Five: Treasury Obligations Fund, “Class Z”

Series D, Class Six: Treasury Obligations Fund, “Class G” (formerly “Reserve Shares”)

Series D, Class Seven: Treasury Obligations Fund, “Class V” (formerly “Institutional Investor Shares”)

Series D, Class Eight: Treasury Obligations Fund, “Class P”

Series D, Class Nine: Treasury Obligations Fund, “Class T”

Series D, Class Ten: Treasury Obligations Fund, “Class Q”

Series F, Class One: Reserved (formerly Tax Free Obligations Fund, “Piper Shares”)

Series F, Class Two: Reserved (formerly Tax Free Obligations Fund, “Class B”)

Series F, Class Three: Retail Tax Free Obligations Fund, “Class Y” (formerly Tax Free Obligations Fund, “Class Y”)

Series F, Class Four: Retail Tax Free Obligations Fund, “Class D” (formerly Tax Free Obligations Fund, “Class D”)

Series F, Class Five: Retail Tax Free Obligations Fund, “Class A” (formerly Tax Free Obligations Fund, “Class A” and Tax Free Obligations Fund, “Class S”)

Series F, Class Six: Retail Tax Free Obligations Fund, “Class Z” (formerly Tax Free Obligations Fund, “Class Z”)

Series F, Class Seven: Retail Tax Free Obligations Fund, “Class V” (formerly Tax Free Obligations Fund, “Institutional Investor Shares”)

Series F, Class Eight: Retail Tax Free Obligations Fund, “Class T”

Series G, Class One: Reserved (formerly Treasury Reserve Fund, “Class A”)

Series H, Class One: Reserved (formerly Ohio Tax Free Obligations Fund, “Class A”)

Series H, Class Two: Reserved (formerly Ohio Tax Free Obligations Fund, “Class Y”)

Series H, Class Three: Reserved (formerly Ohio Tax Free Obligations Fund, “Class S”)

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” (formerly “Institutional Investor Shares”)

Series I, Class Six: U.S. Treasury Money Market Fund, “Class T”

Series J, Class One: Retail Prime Obligations Fund, “Class A”

Series J, Class Two: Retail Prime Obligations Fund, “Class T”

Series J, Class Three: Retail Prime Obligations Fund, “Class V”

Series J, Class Four: Retail Prime Obligations Fund, “Class X”

Series J, Class Five: Retail Prime Obligations Fund, “Class Y”

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Series J, Class Six: Retail Prime Obligations Fund, “Class Z”

Section 1.02. Registered Office. The registered office of the corporation in Minnesota shall be that set forth in the Articles of Incorporation or in the most recent amendment of the Articles of Incorporation or resolution of the directors filed with the Secretary of State of Minnesota changing the registered office.

Section 1.03. Other Offices. The corporation may have such other offices, within or without the State of Minnesota, as the directors shall, from time to time, determine.

Section 1.04. Corporate Seal. The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation and the word “Minnesota” and the words “Corporate Seal.” The form of the seal shall be subject to alteration by the Board of Directors, and the seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any officer or director of the corporation shall have authority to affix the corporate seal of the corporation to any document requiring the same.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

Section 2.01. Place and Time of Meeting. Except as provided otherwise by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any place, within or without the State of Minnesota, designated by the directors and, in the absence of such designation, shall be held at the registered office of the corporation in the State of Minnesota. The directors shall designate the time of day for each meeting and, in the absence of such designation, every meeting of shareholders shall be held at ten o’clock a.m.

Section 2.02. Regular Meetings. Annual meetings of shareholders are not required by these Bylaws. Regular meetings shall be held only with such frequency and at such times and places as provided in and required by Minnesota Statutes Section 302A.431.

Section 2.03. Special Meetings. Special meetings of the shareholders may be held at any time and for any purpose and may be called by the Chairman of the Board, the President, any two directors, or by one or more shareholders holding ten percent (10%) or more of the shares entitled to vote on the matters to be presented to the meeting.

Section 2.04. Quorum, Adjourned Meetings. The holders of ten percent (10%) of the shares outstanding and entitled to vote shall constitute a quorum for the transaction of business at any regular or special meeting. In case a quorum shall not be present at a meeting, those present in person or by proxy shall adjourn the meeting to such day as they shall, by majority vote, agree upon without further notice other than by announcement at the meeting at which such adjournment is taken. If a quorum is present, a meeting may be adjourned from time to time without notice other than announcement at the meeting. At adjourned meetings at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present, the shareholders may continue to transact

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business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.05. Voting. At each meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote either in person or by proxy. Each shareholder, unless the Articles of Incorporation provide otherwise, shall have one vote for each share having voting power registered in his name on the books of the corporation. Except as otherwise specifically provided by these Bylaws or as required by provisions of the Investment Company Act of 1940 or other applicable laws, all questions shall be decided by a majority vote of the number of shares entitled to vote and represented at the meeting at the time of the vote. If the matter(s) to be presented at a regular or special meeting relates only to particular classes or series of the corporation, then only the shareholders of such classes or series are entitled to vote on such matter(s).

Section 2.06. Voting - Proxies. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote by proxy submitted by any means permitted by Minnesota Statutes Section 302A.449 or any successor provision of Minnesota Statutes. No proxy shall be voted after eleven months from its date unless it provides for a longer period.

Section 2.07. Closing of Books. The Board of Directors may fix a time, not exceeding sixty (60) days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and to vote at, such meeting, notwithstanding any transfer of shares on the books of the corporation after any record date so fixed. The Board of Directors may close the books of the corporation against the transfer of shares during the whole or any part of such period. If the Board of Directors fails to fix a record date for determination of the shareholders entitled to notice of, and to vote at, any meeting of shareholders, the record date shall be the thirtieth (30th) day preceding the date of such meeting.

Section 2.08. Notice of Meetings. There shall be mailed to each shareholder, shown by the books of the corporation to be a holder of record of voting shares, at his address as shown by the books of the corporation, a notice setting out the date, time and place of each regular meeting and each special meeting, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment, which notice shall be mailed within the period required by law. Every notice of any special meeting shall state the purpose or purposes for which the meeting has been called, pursuant to Section 2.03, and the business transacted at all special meetings shall be confined to the purpose stated in such notice.

Section 2.09. Waiver of Notice. Notice of any regular or special meeting may be waived either before, at or after such meeting orally or in a writing signed by each shareholder or representative thereof entitled to vote the shares so represented. A shareholder by his attendance at any meeting of shareholders, shall be deemed to have waived notice of such meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the item may not lawfully be considered at that meeting and does not participate at that meeting in the consideration of the item at that meeting.

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Section 2.10. Written Action. Any action which might be taken at a meeting of the shareholders may be taken without a meeting if done in writing and signed by all of the shareholders entitled to vote on that action. If the action to be taken relates to particular classes or series of the corporation, then only shareholders of such classes or series are entitled to vote on such action.

ARTICLE III.

DIRECTORS

Section 3.01. Number, Qualification and Term of Office. Until the first meeting of shareholders, the number of directors shall be the number named in the Articles of Incorporation. Thereafter, the number of directors shall be established by resolution of the shareholders (subject to the authority of the Board of Directors to increase or decrease the number of directors as permitted by law). In the absence of such shareholder resolution, the number of directors shall be the number last fixed by the shareholders, the Board of Directors or the Articles of Incorporation. Directors need not be shareholders. Each of the directors shall hold office until the regular meeting of shareholders next held after his election and until his successor shall have been elected and shall qualify, or until the earlier death, resignation, removal or disqualification of such director.

Section 3.02. Election of Directors. Except as otherwise provided in Sections 3.11 and 3.12 hereof, the directors shall be elected at the regular shareholders’ meeting. In the event that directors are not elected at a regular shareholders’ meeting, then directors may be elected at a special shareholders’ meeting, provided that the notice of such meeting shall contain mention of such purpose. At each shareholders’ meeting for the election of directors, the directors shall be elected by a plurality of the votes validly cast at such election. Each holder of shares of each class or series of stock of the corporation shall be entitled to vote for directors and shall have equal voting power for each share of each class or series of the corporation.

Section 3.03. General Powers.

(a) Except as otherwise permitted by statute, the property, affairs and business of the corporation shall be managed by the Board of Directors, which may exercise all the powers of the corporation except those powers vested solely in the shareholders of the corporation by statute, the Articles of Incorporation or these Bylaws, as amended.

(b) All acts done by any meeting of the Directors or by any person acting as a director, so long as his successor shall not have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or such person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or was qualified to be directors or a director of the corporation.

Section 3.04. Power to Declare Dividends.

(a) The Board of Directors, from time to time as they may deem advisable, may declare and pay dividends in cash or other property of the corporation, out of any source

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available for dividends, to the shareholders of each class or series of stock of the corporation according to their respective rights and interests in the investment portfolio of the corporation issuing such class or series of stock.

(b) The Board of Directors shall cause to be accompanied by a written statement any dividend payment wholly or partly from any source other than

(i) the accumulated and accrued undistributed net income of each class or series (determined in accordance with generally accepted accounting practice and the rules and regulations of the Securities and Exchange Commission then in effect) and not including profits or losses realized upon the sale of securities or other properties; or

(ii) the net income of each class or series so determined for the current or preceding fiscal year.

Such statement shall adequately disclose the source or sources of such payment and the basis of calculation and shall be in such form as the Securities and Exchange Commission may prescribe.

(c) Notwithstanding the above provisions of this Section 3.04, the Board of Directors may at any time declare and distribute pro rata among the shareholders of each class or series of stock a “stock dividend” out of the authorized but unissued shares of stock of each class or series, including any shares previously purchased by a class or series of the corporation.

Section 3.05. Board Meetings. Meetings of the Board of Directors may be held from time to time at such time and place within or without the State of Minnesota as may be designated in the notice of such meeting.

Section 3.06. Calling Meetings, Notice. A director may call a board meeting by giving ten (10) days notice to all directors of the date, time and place of the meeting; provided that if the day or date, time and place of a board meeting have been announced at a previous meeting of the board, no notice is required.

Section 3.07. Waiver of Notice. Notice of any meeting of the Board of Directors may be waived by any director either before, at or after such meeting orally or in a writing signed by such director. A director, by his attendance and participation in the action taken at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the item may not lawfully be considered at that meeting and does not participate at that meeting in the consideration of the item at that meeting.

Section 3.08. Quorum. A majority of the directors holding office immediately prior to a meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting; provided however, notwithstanding the above, if the Board of Directors is taking action pursuant to the Investment Company Act of 1940, as now enacted or hereafter amended, a majority of directors who are not “interested persons” (as defined by the Investment Company Act of 1940, as now enacted or hereafter amended) of the corporation shall constitute a quorum for taking such action.

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Section 3.09. Advance Consent or Opposition. A director may give advance written consent or opposition to a proposal to be acted on at a meeting of the Board of Directors. If such director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected. This procedure shall not be used to act on any investment advisory agreement or plan of distribution adopted under Rule 12b-1 of the Investment Company Act of 1940, as amended.

Section 3.10. Conference Communications. Any or all directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section 3.10 shall be deemed present in person at the meeting, and the place of the meeting shall be the place of origination of the conference communication.

Section 3.11. Vacancies; Newly Created Directorships. Vacancies in the Board of Directors of this corporation occurring by reason of death, resignation, removal or disqualification shall be filled for the unexpired term by a majority of the remaining directors of the Board although less than a quorum; newly created directorships resulting from an increase in the authorized number of directors by action of the Board of Directors as permitted by Section 3.01 may be filled by a two-thirds (2/3) vote of the directors serving at the time of such increase; and each person so elected shall be a director until his successor is elected by the shareholders at their next regular or special meeting; provided, however, that no vacancy can be filled as provided above if prohibited by the provisions of the Investment Company Act of 1940.

Section 3.12. Removal. The entire Board of Directors or an individual director may be removed from office, with or without cause, by a vote of the shareholders holding a majority of the shares entitled to vote at an election of directors. In the event that the entire Board or any one or more directors be so removed, new directors shall be elected at the same meeting, or the remaining directors may, to the extent vacancies are not filled at such meeting, fill any vacancy or vacancies created by such removal. A director named by the Board of Directors to fill a vacancy may be removed from office at any time, with or without cause, by the affirmative vote of the remaining directors if the shareholders have not elected directors in the interim between the time of the appointment to fill such vacancy and the time of the removal.

Section 3.13. Committees. A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the authority of the board in the management of the business of the corporation to the extent provided in the resolution. A committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. Committees are subject to the direction and control of, and vacancies in the membership thereof shall be filled by, the Board of Directors.

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Except as set forth in the following paragraph, a majority of the members of the committee present at a meeting is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in a resolution approved by the affirmative vote of a majority of the directors present.

If a Pricing Committee is appointed, a quorum of such committee shall consist of one member of the committee.

Section 3.14. Written Action. Any action which might be taken at a meeting of the Board of Directors, or any duly constituted committee thereof, may be taken without a meeting if done in writing and signed by all of the directors or committee members.

Section 3.15. Compensation. Directors shall receive such fixed sum per meeting attended or such fixed annual sum as shall be determined, from time to time, by resolution of the Board of Directors. All directors shall receive their expenses, if any, of attendance at meetings of the Board of Directors or any committee thereof. Nothing herein contained shall be construed to preclude any director from serving this corporation in any other capacity and receiving proper compensation therefor.

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ARTICLE IV.

OFFICERS AND CHAIRMAN OF THE BOARD OF DIRECTORS

Section 4.01. Number. The officers of the corporation shall consist of the President, one or more Vice Presidents (if desired by the Board), a Secretary, a Treasurer and such other officers and agents as may, from time to time, be elected by the Board of Directors. Any number of offices may be held by the same person.

Section 4.02. Election, Term of Office and Qualifications. The Board of Directors shall elect, from within or without their number, the officers referred to in Section 4.01 of these Bylaws, each of whom shall have the powers, rights, duties, responsibilities and terms in office provided for in these Bylaws or a resolution of the Board not inconsistent therewith. The President and all other officers who may be directors shall continue to hold office until the election and qualification of their successors, notwithstanding an earlier termination of their directorship.

Section 4.03. Resignation. Any officer (or the Chairman of the Board of Directors) may resign his office at any time by delivering a written resignation to the corporation. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 4.04. Removal and Vacancies. Any officer (or the Chairman of the Board of Directors) may be removed from his office by a majority of the Board of Directors with or without cause. Such removal, however, shall be without prejudice to the contract rights of the person so removed. If there be a vacancy among the officers (or the Chairman of the Board of Directors) of the corporation by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.

Section 4.05. Chairman of the Board. The Board of Directors may elect one of its members as Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the shareholders and directors and shall have such other duties as may be prescribed, from time to time, by the Board of Directors. The Chairman of the Board of Directors will under no circumstances be deemed to be an “officer” of the corporation, and an individual serving as Chairman of the Board of Directors will not be deemed to be an “affiliated person” with respect to the corporation (under the Investment Company Act of 1940, as amended) solely by virtue of such person’s position as Chairman of the Board of Directors of the corporation.

Section 4.06. President. The President shall have general active management of the business of the corporation. In the absence of the Chairman of the Board, he shall preside at all meetings of the shareholders and directors. He shall be the chief executive officer of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall be ex officio a member of all standing committees. He may execute and deliver, in the name of the corporation, any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation and, in general, shall perform all duties usually incident to the office of the President. He shall have such other duties as may, from time to time, be prescribed by the Board of Directors.

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Section 4.07. Vice President. Each Vice President shall have such powers and shall perform such duties as may be specified in the Bylaws or prescribed by the Board of Directors or by the President. In the event of absence or disability of the President, Vice Presidents shall succeed to his power and duties in the order designated by the Board of Directors.

Section 4.08. Secretary. The Secretary shall be secretary of, and shall attend, all meetings of the shareholders and Board of Directors and shall record all proceedings of such meetings in the minute book of the corporation. He shall give proper notice of meetings of shareholders and directors. He shall keep the seal of the corporation and shall affix the same to any instrument requiring it and may, when necessary, attest the seal by his signature. He shall perform such other duties as may, from time to time, be prescribed by the Board of Directors or by the President.

Section 4.09. Treasurer. The Treasurer shall be the chief financial officer and shall keep accurate accounts of all money of the corporation received or disbursed. He shall deposit all moneys, drafts and checks in the name of, and to the credit of, the corporation in such banks and depositories as a majority of the Board of Directors shall, from time to time, designate. He shall have power to endorse, for deposit, all notes, checks and drafts received by the corporation. He shall disburse the funds of the corporation, as ordered by the Board of Directors, making proper vouchers therefor. He shall render to the President and the directors, whenever required, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall perform such other duties as may, from time to time, be prescribed by the Board of Directors or by the President.

Section 4.10. Assistant Secretaries. At the request of the Secretary, or in his absence or disability, any Assistant Secretary shall have power to perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties as from time to time may be assigned to them by the Board of Directors or the President.

Section 4.11. Assistant Treasurers. At the request of the Treasurer, or in his absence or disability, any Assistant Treasurer shall have power to perform all the duties of the Treasurer, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them by the Board of Directors or the President.

Section 4.12. Compensation. The officers (and the Chairman of the Board of Directors) of this corporation shall receive such compensation for their services as may be determined, from time to time, by resolution of the Board of Directors.

Section 4.13. Surety Bonds. The Board of Directors may require any officer or agent of the corporation to execute a bond (including, without limitation, any bond required by the Investment Company Act of 1940 and the rules and regulations of the Securities and Exchange Commission) to the corporation in such sum and with such surety or sureties as the Board of Directors may determine, conditioned upon the faithful performance of his duties to the corporation, including responsibility for negligence and for the accounting of any of the

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corporation’s property, funds or securities that may come into his hands. In any such case, a new bond of like character shall be given at least every six years, so that the dates of the new bond shall not be more than six years subsequent to the date of the bond immediately preceding.

ARTICLE V.

SHARES AND THEIR TRANSFER AND REDEMPTION

Section 5.01. Certificate for Shares.

(a) The corporation may have certificated or uncertificated shares, or both, as designated by resolution of the Board of Directors. Every owner of certificated shares of the corporation shall be entitled to a certificate, to be in such form as shall be prescribed by the Board of Directors, certifying the number of shares of the corporation owned by him. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the new shareholder the information required to be stated on certificates. Certificated shares shall be numbered in the order in which they shall be issued and shall be signed, in the name of the corporation, by the President or a Vice President and by the Secretary or an Assistant Secretary or by such officers as the Board of Directors may designate. Such signatures may be by facsimile if authorized by the Board of Directors. Every certificate surrendered to the corporation for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so cancelled, except in cases provided for in Section 5.08.

(b) In case any officer, transfer agent or registrar who shall have signed any such certificate, or whose facsimile signature has been placed thereon, shall cease to be such an officer (because of death, resignation or otherwise) before such certificate is issued, such certificate may be issued and delivered by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 5.02. Issuance of Shares. The Board of Directors is authorized to cause to be issued shares of the corporation up to the full amount authorized by the Articles of Incorporation in such classes or series and in such amounts as may be determined by the Board of Directors and as may be permitted by law. No shares shall be allotted except in consideration of cash or other property, tangible or intangible, received or to be received by the corporation under a written agreement, of services rendered or to be rendered to the corporation under a written agreement, or of an amount transferred from surplus to stated capital upon a share dividend. At the time of such allotment of shares, the Board of Directors making such allotments shall state, by resolution, their determination of the fair value to the corporation in monetary terms of any consideration other than cash for which shares are alloted. No shares of stock issued by the corporation shall be issued, sold or exchanged by or on behalf of the corporation for any amount less than the net asset value per share of the shares outstanding as determined pursuant to Article X hereunder.

Section 5.03. Redemption of Shares. Upon the demand of any shareholder, this corporation shall redeem any share of stock issued by it held and owned by such shareholder at the net asset value thereof as determined pursuant to Article X hereunder. The Board of Directors may suspend the right of redemption or postpone the date of payment during any

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period when: (a) trading on the New York Stock Exchange is restricted or such Exchange is closed for other than weekends or holidays; (b) the Securities and Exchange Commission has by order permitted such suspension; or (c) an emergency as defined by rules of the Securities and Exchange Commission exists, making disposal of portfolio securities or valuation of net assets of the corporation not reasonably practicable.

If following a redemption request by any shareholder of this corporation, the value of such shareholder’s interest in the corporation falls below the required minimum investment, as may be set from time to time by the Board of Directors, the corporation’s officers are authorized, in their discretion and on behalf of the corporation, to redeem such shareholder’s entire interest and remit such amount, provided that such a redemption will only be effected by the corporation following: (a) a redemption by a shareholder, which causes the value of such shareholder’s interest in the corporation to fall below the required minimum investment; (b) the mailing by the corporation to such shareholder of a “notice of intention to redeem”; and (c) the passage of at least sixty (60) days from the date of such mailing, during which time the shareholder will have the opportunity to make an additional investment in the corporation to increase the value of such shareholder’s account to at least the required minimum investment.

Section 5.04. Transfer of Shares. Transfer of shares on the books of the corporation may be authorized only by the shareholder named in the certificate, or the shareholder’s legal representative, or the shareholder’s duly authorized attorney-in-fact, and upon surrender of the certificate or the certificates for such shares or a duly executed assignment covering shares held in unissued form. The corporation may treat, as the absolute owner of shares of the corporation, the person or persons in whose name shares are registered on the books of the corporation.

Section 5.05. Registered Shareholders. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of Minnesota.

Section 5.06. Transfer of Agents and Registrars. The Board of Directors may from time to time appoint or remove transfer agents and/or registrars of transfers of shares of stock of the corporation, and it may appoint the same person as both transfer agent and registrar. Upon any such appointment being made all certificates representing shares of capital stock thereafter issued shall be countersigned by one of such transfer agents or by one of such registrars of transfers or by both and shall not be valid unless so countersigned. If the same person shall be both transfer agent and registrar, only one countersignature by such person shall be required.

Section 5.07. Transfer Regulations. The shares of stock of the corporation may be freely transferred, and the Board of Directors may from time to time adopt rules and regulations with reference to the method of transfer of shares of stock of the corporation.

Section 5.08. Lost, Stolen, Destroyed and Mutilated Certificates. The holder of any stock of the corporation shall immediately notify the corporation of any loss, theft,

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destruction or mutilation of any certificate therefor, and the Board of Directors may, in its discretion, cause to be issued to him a new certificate or certificates of stock, upon the surrender of the mutilated certificate or in case of loss, theft or destruction of the certificate upon satisfactory proof of such loss, theft or destruction. A new certificate or certificates of stock will be issued to the owner of the lost, stolen or destroyed certificate only after such owner, or his legal representatives, gives to the corporation and to such registrar or transfer agent as may be authorized or required to countersign such new certificate or certificates a bond, in such sum as they may direct, and with such surety or sureties, as they may direct, as indemnity against any claim that may be made against them or any of them on account of or in connection with the alleged loss, theft or destruction of any such certificate.

ARTICLE VI.

DIVIDENDS

Section 6.01. The net investment income of each class or series of the corporation will be determined, and its dividends shall be declared and made payable at such time(s) as the Board of Directors shall determine; dividends shall be payable to shareholders of record as of the date of declaration.

It shall be the policy of each class or series of the corporation to qualify for and elect the tax treatment applicable to regulated investment companies under the Internal Revenue Code, so that such class or series will not be subjected to federal income tax on such part of its income or capital gains as it distributes to shareholders.

ARTICLE VII.

BOOKS AND RECORDS, AUDIT, FISCAL YEAR

Section 7.01. Share Register. The Board of Directors of the corporation shall cause to be kept at its principal executive office, or at another place or places within the United States determined by the board:

(1)

a share register not more than one year old, containing the names and addresses of the shareholders and the number and classes or series of shares held by each shareholder; and

(2)

a record of the dates on which certificates or transaction statements representing shares were issued.

Section 7.02. Other Books and Records. The Board of Directors shall cause to be kept at its principal executive office, or, if its principal executive office is not in Minnesota, shall make available at its registered office within ten days after receipt by an officer of the corporation of a written demand for them made by a shareholder or other person authorized by Minnesota Statutes Section 302A.461, originals or copies of:

(1)

records of all proceedings of shareholders for the last three years;

(2)

records of all proceedings of the Board of Directors for the last three years;

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(3)

its articles and all amendments currently in effect;

(4)

its bylaws and all amendments currently in effect;

(5)

financial statements required by Minnesota Statutes Section 302A.463 and the financial statement for the most recent interim period prepared in the course of the operation of the corporation for distribution to the shareholders or to a governmental agency as a matter of public record;

(6)

reports made to shareholders generally within the last three years;

(7)

a statement of the names and usual business addresses of its directors and principal officers;

(8)

any shareholder voting or control agreements of which the corporation is aware; and

(9)

such other records and books of account as shall be necessary and appropriate to the conduct of the corporate business.

Section 7.03. Audit; Accountant.

(a) The Board of Directors shall cause the records and books of account of the corporation to be audited at least once in each fiscal year and at such other times as it may deem necessary or appropriate.

(b) The corporation shall employ an independent public accountant or firm of independent public accountants as its Accountant to examine the accounts of the corporation and to sign and certify financial statements filed by the corporation. The Accountant’s certificates and reports shall be addressed both to the Board of Directors and to the shareholders.

(c) A majority of the members of the Board of Directors shall select the Accountant annually at a meeting held within thirty (30) days before or after the beginning of the fiscal year of the corporation or before the regular shareholders’ meeting in that year. Such selection shall be submitted for ratification or rejection at the next succeeding regular shareholders’ meeting. If such meeting shall reject such selection, the Accountant shall be selected by majority vote, either at the meeting at which the rejection occurred or at a subsequent meeting of shareholders called for the purpose.

(d) Any vacancy occurring between annual meetings, due to the death, resignation or otherwise of the Accountant, may be filled by the Board of Directors.

Section 7.04. Fiscal Year. The fiscal year of the corporation shall be determined by the Board of Directors.

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ARTICLE VIII.

INDEMNIFICATION OF CERTAIN PERSONS

Section 8.01. The corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by Section 302A.521 of the Minnesota Statutes, as now enacted or hereafter amended, provided, however, that no such indemnification may be made if it would be in violation of Section 17(h) of the Investment Company Act of 1940, as now enacted or hereinafter amended.

ARTICLE IX.

VOTING OF STOCK HELD

Section 9.01. Unless otherwise provided by resolution of the Board of Directors, the President, any Vice President, the Secretary or the Treasurer, may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as a stockholder or otherwise in any other corporation or association, any of whose stock or securities may be held by the corporation, at meetings of the holders of the stock or other securities of any such other corporation or association, or to consent in writing to any action by any such other corporation or association, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed on behalf of the corporation and under its corporate seal, or otherwise, such written proxies, consents, waivers or other instruments as it may deem necessary or proper; or any of such officers may themselves attend any meeting of the holders of stock or other securities of any such corporation or association and thereat vote or exercise any or all other rights of the corporation as the holder of such stock or other securities of such other corporation or association, or consent in writing to any action by any such other corporation or association.

ARTICLE X.

VALUATION OF NET ASSET VALUE

10.01. The net asset value per share of each class or series of stock of the corporation shall be determined in good faith by or under supervision of the officers of the corporation as authorized by the Board of Directors as often and on such days and at such time(s) as the Board of Directors shall determine, or as otherwise may be required by law, rule, regulation or order of the Securities and Exchange Commission.

ARTICLE XI.

CUSTODY OF ASSETS

Section 11.01. All securities and cash owned by this corporation shall, as hereinafter provided, be held by or deposited with a bank or trust company having (according to its last published report) not less than Two Million Dollars ($2,000,000) aggregate capital, surplus and undivided profits (the “Custodian”).

This corporation shall enter into a written contract with the custodian regarding the powers, duties and compensation of the Custodian with respect to the cash and securities of

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this corporation held by the Custodian. Said contract and all amendments thereto shall be approved by the Board of Directors of this corporation. In the event of the Custodian’s resignation or termination, the corporation shall use its best efforts promptly to obtain a successor Custodian and shall require that the cash and securities owned by this corporation held by the Custodian be delivered directly to such successor Custodian.

ARTICLE XII.

AMENDMENTS

Section 12.01. These Bylaws may be amended or altered by a vote of the majority of the Board of Directors at any meeting provided that notice of such proposed amendment shall have been given in the notice given to the directors of such meeting. Such authority in the Board of Directors is subject to the power of the shareholders to change or repeal such bylaws by a majority vote of the shareholders present or represented at any regular or special meeting of shareholders called for such purpose, and the Board of Directors shall not make or alter any Bylaws fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications or terms of office, except that the Board of Directors may adopt or amend any Bylaw to increase or decrease their number.

ARTICLE XIII.

MISCELLANEOUS

Section 13.01. Interpretation. When the context in which words are used in these Bylaws indicates that such is the intent, singular words will include the plural and vice versa, and masculine words will include the feminine and neuter genders and vice versa.

Section 13.02. Article and Section Titles. The titles of Sections and Articles in these Bylaws are for descriptive purposes only and will not control or alter the meaning of any of these Bylaws as set forth in the text.

Section 13.03. Forum for Adjudication of Disputes. Unless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the corporation to the corporation or the corporation’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Minnesota Business Corporation Act or the Articles of Incorporation or these Bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or these Bylaws or (v) any action asserting a claim governed by the internal affairs doctrine shall be the courts of the State of Minnesota (each, a “Covered Action”). Any person purchasing or otherwise acquiring or holding any interest in shares of beneficial interest of the corporation shall be (i) deemed to have notice of and consented to the provisions of this Section 13.03, and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 13.03.

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If any Covered Action is filed in a court other than the courts of the State of Minnesota (a “Foreign Action”) in the name of any shareholder, such shareholder shall be deemed to have consented to (i) the personal jurisdiction of the courts of the State of Minnesota in connection with any action brought in any such courts to enforce the first paragraph of this Section 13.03 (an “Enforcement Action”) and (ii) having service of process made upon such shareholder in any such Enforcement Action by service upon such shareholder’s counsel in the Foreign Action as agent for such shareholder. Furthermore, except to the extent prohibited by any provision of the Minnesota Business Corporation Act or the Articles of Incorporation, if any shareholder shall initiate or assert a Foreign Action without the written consent of the corporation, then each such shareholder shall be obligated jointly and severally to reimburse the corporation and any officer or trustee of the corporation made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the parties may incur in connection with any successful motion to dismiss, stay or transfer such Foreign Action based upon non-compliance with this Section 13.03.

If any provision or provisions of this Section 13.03 shall be held to be invalid, illegal or unenforceable as applied to any person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision(s) in any other circumstance and of the remaining provisions of this Section 13.03 (including, without limitation, each portion of any sentence of this Section 13.03 containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons and circumstances shall not in any way be affected or impaired thereby.

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Exhibit (d)(7)

EXPENSE LIMITATION AGREEMENT

THIS AGREEMENT is effective as of the 16th day of July, 2020, 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, 2021; 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, 2021. 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 T	0.4000%

Retail Tax Free Obligations – Class T	0.4000%

Treasury Obligations – Class T	0.4000%

U.S. Treasury Money Market – Class T	0.4000%

Exhibit (e)(2)

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (“Agreement”) is by and among Quasar Distributors, LLC (the “Distributor”), First American Funds, Inc. (“Fund Company”) and U.S. Bancorp Asset Management, Inc. (“Adviser”).

WHEREAS, all of the equity interests of the Distributor are being sold to Foreside Financial Group, LLC in a transaction (the “Transaction”) that is expected to close on or about March 31, 2020 (the “Closing Date”).

Effective as of the Closing Date, the Fund Company, on behalf of each series thereof (each a “Fund” and collectively, the “Funds”), the Adviser and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of October 30, 2018, 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 to 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 Agreement to be effective as of the Closing Date of the Transaction.

QUASAR DISTRIBUTORS, LLC		FIRST AMERICAN FUNDS, INC.

By:	/s/ Richard Berthy	By:	/s/ Jill M. Stevenson
	Richard Berthy, President		Jill M. Stevenson, Treasurer

		U.S. BANCORP ASSET MANAGEMENT, INC.

		By:	/s/ James D. Palmer
			James D. Palmer, Chief Investment Officer

Exhibit (p)(1)

Code of Ethics - Fund

First American Funds, Inc. Effective Date: 1/24/2020

Regulatory Highlights

This Fund Code of Ethics (the "Code") has been adopted by the First American Funds Board pursuant to Rule 17j-1 under the Company Act. It was decided that it is a prudent best practice for the Funds to establish a Code even though, as Money Market Funds, it is not required under Rule 17j-1. The Board may, by resolution, make this Code applicable to additional Funds formed in the future.

Rule 17j-1 covers personal investment activities of investment company personnel. In addition, it defines terms (17j-1(a)); addresses unlawful actions (17j-1(b)); requires the adoption of a code of ethics for every fund other than a money market fund (17j-1(c)); requires specific reporting by Access Persons who are not Disinterested Directors (17j-1(d)); requires pre-approval of investments in initial public offerings and in limited offerings (17j-1(e)); and includes certain recordkeeping requirements (17j-1(f)).

A Disinterested Director is not required to make initial or annual holdings reports or quarterly transaction reports solely by reason of being a fund director unless the director knew or, in the ordinary course of fulfilling his or her official duties as a fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Security, the fund purchased or sold the Security or the fund or its investment adviser considered purchasing or selling the Security.

Regulatory Requirements

Company Act: Rule 17j-1

Entities Affected

This policy applies only to the Disinterested Directors. (All Fund directors are currently Disinterested Directors.) The Funds senior financial officers (i.e., Fund president, Fund treasurer and Fund assistant treasurer) are not subject to this Code of Ethics – Fund Policy but are subject to the Code of Ethics – Advisor Policy.

Policy Specific Terms (Refer to glossary for standard terms used)

Access Persons

Access Persons has the same meaning as in Rule 17j-1(a)

Disinterested Directors

A director of the Funds who is not an Interested Person of the Funds within the meaning of Section 2(a)(19) of the Company Act

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Interested Person

Interested Person has the same meaning as defined in the Company Act Section 2(a)(19)

Security

A security as defined in section 2(a)(36) of the Company Act [15 U.S.C. 80a-2(a)(36)], except that it does not include direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments including repurchase agreements; and shares issued by open-end funds

Policy Objective Statement

It was decided that it is a prudent best practice for the Funds to establish a code of ethics even though, as Money Market Funds, it is not required under Rule 17j-1. The purpose of the Code is to establish policies consistent with Rule 17j-1 as they are relevant to Disinterested Directors including:

Access Persons have the duty at all times to place the interests of the Funds and their shareholders ahead of their own personal interests in any decision relating to their personal investments.

Access Persons’ personal securities transactions shall be conducted consistent with this Code and in such a manner as to avoid any actual, potential or appearance of a conflict of interest, or any abuse of an individual’s position of trust and responsibility.

Access Persons shall not take inappropriate advantage of their position and must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders.

Prohibited Securities Transactions

No Access Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Fund:

Employ any device, scheme or artifice to defraud the Fund;

Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon any Fund; or

Engage in any manipulative practice with respect to any Fund.

No Access Person shall purchase or sell, directly or indirectly, any Security in which he or she has or thereby acquires any beneficial ownership where such purchase or sale constitutes insider trading, or take any other action that constitutes or may result in insider trading.

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No Access Person shall purchase or sell, directly or indirectly, any Security in which he or she has or thereby acquires any beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale such Security is being purchased or sold by any Fund, or has been recommended to be purchased or sold by any Fund.

Paragraphs 2 and 3 of this section shall not apply to the following:

Transactions for any account over which the Access Person has no direct or indirect influence or control;

Involuntary transactions by the Access Person or any Fund;

Purchases under an automatic dividend reinvestment plan; or

Purchases affected by the exercise of rights, issued by an issuer pro-rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer.

Required Notifications

Access Persons who become aware of any actual or suspected violation of the Code will promptly report such violation to the CCO.

Compliance Control Procedures

Preventive Control Procedures:

•

Changes to the Code will be reviewed and approved by the Board based, in part, on receipt of a certification required by Rule 17j-1(c)(1)(ii) received from the Advisor, at least annually. If the changes are material in nature, the Board will make its approval determination no later than 6 months after adoption of such change(s).

Detective Control Procedures:

	•	Within 30 days of quarter end, Disinterested Directors shall only report to Compliance transactions in Securities if such Disinterested Director knows at the time of such transaction or, in the ordinary course of fulfilling his or her official duties as director, should have known during the 15 day period immediately preceding or after the date of the transaction, that such Security was or would be purchased or sold by any Fund or was or would be considered for purchase or sale by any Fund or its investment adviser.

	•	The Fund CCO or designees review quarterly reports received from Disinterested Directors to determine if violations have occurred.

Corrective Control Procedures:

•

Compliance shall report any material violation of the Code of which it becomes aware to the Board at or before the next regular meeting of the Board, together

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		with Compliance’s recommendation for the action, if any, to be taken with respect to such violation.

•

The Funds’ Board may impose sanctions or penalties upon individuals for violations of the Code as it deems appropriate or necessary.

Policy Owner

CCO

Responsible Parties

Compliance

Related Policies

Code of Ethics - Advisor

Related Disclosures

None

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Glossary of Fund Standard Terms

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

Company Act

Investment Company Act of 1940, as amended

Compliance or

Compliance Department

USBAM Compliance

Contractors

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

IPC

Investment Practices Committee

Legal or Legal Department

USBAM Legal

NAV

Net asset value

Quasar

Quasar Distributors, LLC – principal underwriter/distributor of First American Funds

SAI

Statement of Additional Information

SEC or Commission

U.S. Securities and Exchange Commission

Securities Act

Securities Act of 1933, as amended

USBGFS

U.S. Bancorp Global Fund Services, LLC

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Exhibit (p)(2)

Code of Ethics - Advisor

U.S. Bancorp Asset Management, Inc.

First American Funds

Effective: 1/24/2020

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

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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, 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).

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.

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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).

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.

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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.

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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.

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.

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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.

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.

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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).

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.

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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. 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 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.

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

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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

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●

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

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 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

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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 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.

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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 within 45 calendar days after year-end.

●

Holdings Certification – 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 – 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.

●

Roommate Disclosure Certification – 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.

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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.

If an Access Person is on leave during any certification period and unable to certify, they will be required to complete the certifications upon their return.

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:

Ruth Mayr, Chief Compliance Officer

800 Nicollet Mall, BC-MN-H04N

Minneapolis, MN 55402

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.

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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.

●

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.

USBAM CONFIDENTIAL

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●

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.

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

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●

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.

Policy Owner

CCO

Responsible Parties

Compliance Department

Related Policies

Code of Ethics - Fund

USBAM CONFIDENTIAL

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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 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,

USBAM CONFIDENTIAL

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		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.

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.

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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 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.

13.

GLOSSARY OF FUND AND ADVISOR STANDARD TERMS:

Advisers Act

Investment Advisers Act of 1940, as amended

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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

EXHIBIT 1

CODE OF ETHICS CONTACT LIST

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

[email protected]

USBAM CONFIDENTIAL

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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:

Ruth Mayr, Chief Compliance Officer: 612-303-4096

Julie Barton, Compliance Manager: 612-303-7623

USBAM CONFIDENTIAL

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